Common use of Back-Up Security Interest Clause in Contracts

Back-Up Security Interest. (a) If, notwithstanding the intent of the parties stated in Section 2.01(c), the sale, assignment and transfer of any Sold Assets to the Administrative Agent (for the ratable benefit of the Purchasers) hereunder (including pursuant to Section 2.01(b)) is not treated as a sale for all purposes (except as provided in Sections 2.01(d) and 14.14), then such sale, assignment and transfer of such Sold Assets shall be treated as the grant of a security interest by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) to secure the payment and performance of all the Seller’s obligations to the Administrative Agent, the Purchasers and the other Secured Parties hereunder and under the other Transaction Documents (including all Seller Obligations). Therefore, as security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Yield and all other Seller Obligations, the Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Seller’s right, title and interest in, to and under all of the Sold Assets, whether now or hereafter owned, existing or arising, provided, notwithstanding the foregoing or any provision of any Transaction Document, none of the Administrative Agent, any Purchaser Party or any beneficiary thereof shall have the right to hold, review, view, audit or otherwise possess (x) any Contract; or (y) any financial reporting or other books or records specifically relating to such Contract and the Receivables generated thereunder, the disclosure of which is precluded by the applicable terms of such Contract, provided, further, however, that during the occurrence and continuance of an Event of Termination, to the extent that the related Obligor has defaulted in the payment of any Receivable, upon the request of the Administrative Agent the Seller shall provide the Administrative Agent with such information reasonably requested with respect to any such Contract (which may be redacted versions of or excerpts of any Contract) to the extent needed for the Administrative Agent to enforce such Contract against the applicable Obligor.

Back-Up Security Interest. (a) IfIn the event, however, that notwithstanding the such intent and agreement, any of the parties stated in Section 2.01(c)such transfers are deemed to secure indebtedness, the sale, assignment and transfer of any Sold Assets Transferor hereby Grants to the Administrative Agent (for the ratable benefit of the Purchasers) hereunder (including pursuant to Section 2.01(b)) is not treated as a sale for all purposes (except as provided in Sections 2.01(d) and 14.14), then such sale, assignment and transfer of such Sold Assets shall be treated as the grant of Issuer a security interest by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) to secure the payment and performance of all the Seller’s obligations to the Administrative Agent, the Purchasers and the other Secured Parties hereunder and under the other Transaction Documents (including all Seller Obligations). Therefore, as security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Yield and all other Seller Obligations, the Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, in all of the Seller’s its right, title and interest in, to and under all such Conveyed Collateral (whether now existing or hereafter created) and the Issuer hereby further Grants such security interest to the Trustee for the benefit of the Sold AssetsSecured Parties. For such purposes, whether now or hereafter ownedthis Agreement shall constitute a security agreement under the UCC, existing or arising, provided, notwithstanding securing the foregoing or any provision of any Transaction Document, none repayment of the Administrative Agent, any Purchaser Party or any beneficiary thereof shall have the right to hold, review, view, audit or otherwise possess (x) any Contract; or (y) any financial reporting or other books or records specifically relating to such Contract purchase price paid hereunder and the Receivables generated thereunderobligations or interests represented by the Notes, in the order and priority, and subject to the other terms and conditions of, this Agreement and the Indenture, together with such other obligations or interest as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except as set forth in this Agreement, the disclosure Transferor assigns each Conveyed Collateral “as is,” and makes no covenants, representations or warranties regarding the Conveyed Collateral. If any such transfer of which is precluded Conveyed Collateral by the applicable terms Transferor to the Issuer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(a) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (1) all or a portion of the Conveyed Collateral pledged to the Issuer by the Transferor and with respect to which the Issuer has not released its security interest at the time of such Contractpledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Transferor, provided, further, however, that during and without further notice to or acknowledgment from the occurrence and continuance of an Event of TerminationTransferor. The Transferor hereby waives, to the extent that permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the related Obligor has defaulted Issuer or any assignee relating to such repledge or reassignment in connection with the payment of any Receivabletransactions contemplated by this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement naming the Transferor as debtor, upon the request of Issuer as secured party and the Administrative Agent the Seller shall provide the Administrative Agent with such information reasonably requested with respect to any such Contract (which may be redacted versions of or excerpts of any Contract) Trustee as assignee and referring to the extent needed for the Administrative Agent to enforce such Contract against the applicable ObligorConveyed Collateral pledged hereunder as collateral thereunder.