Common use of Characterization of the Transactions Contemplated by the Agreement Clause in Contracts

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the Investors, and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency. If, notwithstanding the intention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Agent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. The Transferor hereby assigns to the Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby each Purchase hereunder shall constitute the a sale of such Receivables, together with the Transferred InterestRelated Assets with respect thereto, from the Seller to the Purchaser, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the InvestorsClaims, and that the Transferred Interest such Receivables and Related Assets not be part of the TransferorSeller’s estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the parties expressed in transactions contemplated under this Section 10.11Agreement should be deemed a financing, any sale or contribution by the Transferor Seller and the Purchaser intend that the Seller shall be deemed to have granted to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Agent, on behalf of the Investors, Purchaser a first priority perfected and continuing security interest in all of the TransferorSeller’s right, title and interest in, to and under the ReceivablesReceivables now or hereafter arising that are sold to the Purchaser pursuant to this Agreement, together with the Related Security, Collections and Proceeds Assets with respect thereto. In addition, to further protect the interests of the Purchaser and together with its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the TransferorSeller’s rights right, title and interest in, to and under the Receivables Purchase Agreementarising after the Termination Date, together with the Transferring Affiliate Letter Related Assets with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents with respect to (including, without limitation, all indemnification and other obligations of the Receivables and with respect to any obligations thereunder Seller under Article VIII of any Originating Entity with respect to the Receivablesthis Agreement). The Transferor Seller hereby assigns to the Agent, on behalf of the Investors, Purchaser all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor Receivables and the AgentRelated Assets (including, on behalf without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs Transferring Affiliates under Section 17 of the Transferor and Transferring Affiliate Letter).” 1.8 The RPA is further amended to add the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.following new Section 9.13 immediately after Section 9.12:

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the Investors, and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency. If, notwithstanding the intention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, ​ ​ ​ on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Agent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. The Transferor hereby assigns to the Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.. ​

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the Company and the Bank Investors, and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that 143 the Transferor shall be deemed to have granted to the Agent, on behalf of the Company and the Bank Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Agent, on behalf of the Company and the Bank Investors, a first priority perfected and continuing security interest in all of the Transferor’s 's right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s 's rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter Letter, the BMA Transfer Agreement and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Transferor Transferror hereby assigns to the Agent, on behalf of the Company and the Bank Investors, all of its rights and remedies under the Receivables Purchase Agreement and Agreement, the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby each Purchase hereunder shall constitute the a sale of such Receivables, together with the Transferred InterestRelated Assets with respect thereto, from the Seller to the Purchaser, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the InvestorsClaims, and that the Transferred Interest such Receivables and Related Assets not be part of the TransferorSeller’s estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the parties expressed in transactions contemplated under this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall Agreement should be characterized as deemed a secured loan financing and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent Seller and the Investors, Purchaser intend that the Transferor hereby grants Seller shall be deemed to have granted to the Agent, on behalf of the Investors, Purchaser a first priority perfected and continuing security interest in all of the TransferorSeller’s right, title and interest in, to and under the ReceivablesReceivables now or hereafter arising that are sold to the Purchaser pursuant to this Agreement, together with the Related Security, Collections and Proceeds Assets with respect thereto, and together with that this Agreement shall constitute a security agreement under applicable law. (b) In the case of any Recharacterization, each of the Seller and the Purchaser represents and warrants that each remittance of Collections by the Seller to the Purchaser hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Purchaser and (ii) made in the ordinary course of business or financial affairs of the Seller and the Purchaser. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the TransferorSeller’s rights right, title and interest in, to and under the Receivables Purchase Agreementarising after the Termination Date, together with the Transferring Affiliate Letter Related Assets with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents with respect to (including, without limitation, all indemnification and other obligations of the Receivables and with respect to any obligations thereunder Seller under Article VIII of any Originating Entity with respect to the Receivablesthis Agreement). The Transferor Seller hereby assigns to the Agent, on behalf of the Investors, Purchaser all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor Receivables and the AgentRelated Assets (including, on behalf without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs Transferring Affiliates under Section 17 of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the AgentTransferring Affiliate Letter).

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby constitute (other than for tax purposes) the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the InvestorsPurchasers, and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that the Transferor shall be deemed to have granted to the Administrative Agent, on behalf of the InvestorsPurchasers, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Administrative Agent, on behalf of the InvestorsPurchasers, a first priority perfected and continuing security interest in all of the Transferor’s 's right, title and interest in, to and under the Receivables, together with the Related Security, Collections and Proceeds with respect thereto, the Lockbox Accounts, and together with all of the Transferor’s 's rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity Seller with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Transferor hereby assigns to the Administrative Agent, on behalf of the InvestorsPurchasers, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity Seller with respect to the Receivables. In The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the case Receivables Purchase Agreement without the prior consent of any Recharacterization, the Transferor and the Administrative Agent, on behalf such consent not to be unreasonably withheld. (b) It is the intention of the Investors, represents and warrants parties that each remittance of Collections the transactions contemplated by the Transferor to the Agent hereunder Receivables Transfer Agreement will have been (i) in payment of create a debt incurred by the Transferor in the ordinary course of business or financial affairs obligation of the Transferor for United States Federal, state and local income and franchise tax purposes. Unless otherwise required by law, the Agent and (ii) made in parties agree to treat the ordinary course of business or financial affairs of the Transferor and the Agenttransactions accordingly for all such purposes.

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the AgentInitial Purchasers, on behalf of the InvestorsPARCO APA Banks and the Funding Agents, and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that the Transferor shall be deemed to have granted to the Administrative Agent, on behalf of the InvestorsInitial Purchasers, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent PARCO APA Banks and the InvestorsFunding Agents, and the Transferor hereby grants to the Administrative Agent, on behalf of the InvestorsInitial Purchasers, the PARCO APA Banks and the Funding Agents, to secure the Aggregate Unpaids a first priority perfected and continuing security interest in all of the Transferor’s 's right, title and interest in, to and under the Receivables, together with Related Security, the Required Currency Hedge, and Collections and Proceeds with respect thereto, together with all monies from time to time on deposit in the Collection Account and any Lock-Box Account, and together with all of the Transferor’s 's rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter Agreement and all other Transaction Documents and any Proceeds of any of the foregoing assets (the "Transferor Collateral"), and that this Agreement shall constitute a security agreement under applicable Law. The Transferor hereby assigns to the Administrative Agent, on behalf of the Initial Purchasers, the PARCO APA Banks and the Funding Agents, all of its rights and remedies under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity Seller with respect to the Receivables. The Transferor hereby assigns agrees that it shall not give any consent or waiver required or permitted to the Agent, on behalf of the Investors, all of its rights and remedies be given under the Receivables Purchase Agreement and without the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder prior consent of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections Funding Agent which consent shall be obtained by the Transferor to the Agent hereunder will have been Administrative Agent. (ib) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs Each of the Transferor and the Collection Agent acknowledges and (ii) consents to the grant by Redwood to the Redwood Collateral Agent pursuant to the Redwood Collateral Agent Agreement of a security interest upon all of the Administrative Agent's right, title and interest in, to and under the Transferor Collateral on behalf of Redwood and acknowledges the rights of the Redwood Collateral Agent thereunder and the covenants made by the Transferor in favor of the ordinary course Administrative Agent set forth therein, and further acknowledges and consents that, upon the occurrence and during the continuance of business a Potential Termination Event or financial affairs a Termination Event, the Administrative Agent shall enforce the provisions of the Receivables Transfer Agreement and the Transaction Documents to which Redwood is a party and the Redwood Collateral Agent shall be entitled to all the rights and remedies of Redwood thereunder. In addition, each of the Transferor and the AgentCollection Agent hereby authorizes the Redwood Collateral Agent to rely on the representations and warranties made by it in the Transaction Documents to which it is a party and in any other certificates or documents furnished by it to any party in connection therewith.

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby constitute (other than for tax purposes) the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Ad- verse Claims to the AgentCP Conduit Purchasers or the Committed Purchasers, on behalf of as the Investorscase maybe, and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that the Transferor shall be deemed to have granted to the Administrative Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent CP Conduit Purchasers and the InvestorsCommitted Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the InvestorsCP Conduit Purchasers and the Committed Purchasers, a first priority perfected and continuing security interest in all of the Transferor’s 's right, title and interest in, to and under the Receivables, together with the Related Security, Collections and Proceeds with respect thereto, the Lock-Box Accounts, and together with all of the Transferor’s 's rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Transferor hereby assigns to the Administrative Agent, on behalf of the InvestorsCP Conduit Purchasers and the Committed Purchasers, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables. In The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the case Receivables Purchase Agreement without the prior consent of any Recharacterization, the Transferor and the Administrative Agent, on behalf such consent not to be unreasonably withheld. (b) It is the intention of the Investors, represents and warrants parties that each remittance of Collections the transactions contemplated by the Transferor to the Agent hereunder Receivables Transfer Agreement will have been (i) in payment of create a debt incurred by the Transferor in the ordinary course of business or financial affairs obligation of the Transferor for United States Federal, state and local income and franchise tax purposes. Unless otherwise required by law, the Agent and (ii) made in parties agree to treat the ordinary course of business or financial affairs of the Transferor and the Agenttransactions accordingly for all such purposes.

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby constitute (other than for tax purposes) the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the InvestorsPurchasers, and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that the Transferor shall be deemed to have granted to the Administrative Agent, on behalf of the InvestorsPurchasers, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Administrative Agent, on behalf of the InvestorsPurchasers, a first priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under the ReceivablesReceivables outstanding on the Initial Incremental Transfer Date and thereafter owned by the Transferor, together with the Related Security, Security and Collections and Proceeds with respect theretothereto and all Proceeds of the foregoing, whether now owned or hereafter acquired and wherever located, the Lock-Box Accounts, and together with all of the Transferor’s rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. If, notwithstanding the intention of the parties expressed above, any sale or transfer by the Transferor hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, the Transferor represents and warrants that each remittance of Collections to the Administrative Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs. The Transferor hereby assigns to the Administrative Agent, on behalf of the InvestorsPurchasers, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables. In The Transferor shall not give any consent or waiver required or permitted to be given under the case Receivables Purchase Agreement without the prior consent of any Recharacterization, the Transferor Administrative Agent and the AgentRequired Purchasers, on behalf such consent not to be unreasonably withheld. (b) It is the intention of the Investors, represents and warrants parties that each remittance of Collections the transactions contemplated by the Transferor to the Agent hereunder Receivables Transfer Agreement will have been (i) in payment of create a debt incurred by the Transferor in the ordinary course of business or financial affairs obligation of the Transferor for United States Federal, state and local income and franchise tax purposes. Unless otherwise required by law, the Agent and (ii) made in parties agree to treat the ordinary course of business or financial affairs of the Transferor and the Agenttransactions accordingly for all such purposes.

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby constitute (other than for tax purposes) the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims (other than Permitted Encumbrances) to the AgentCP Conduit Purchasers or the Committed Purchasers, on behalf of as the Investorscase may be, and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that the Transferor shall be deemed to have granted to the Administrative Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent CP Conduit Purchasers and the InvestorsCommitted Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the InvestorsCP Conduit Purchasers and the Committed Purchasers, a first priority perfected and continuing security interest in all of the Transferor’s 's right, title and interest in, to and under the Receivables, together with the Related Security, Collections and Proceeds with respect thereto, the Lockbox Accounts, and together with all of the Transferor’s 's rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Transferor hereby assigns to the Administrative Agent, on behalf of the InvestorsCP Conduit Purchasers and the Committed Purchasers, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables. In The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the case Receivables Purchase Agreement without the prior consent of any Recharacterization, the Transferor and the Administrative Agent, on behalf such consent not to be unreasonably withheld. (b) It is the intention of the Investors, represents and warrants parties that each remittance of Collections the transactions contemplated by the Transferor to the Agent hereunder Receivables Transfer Agreement will have been (i) in payment of create a debt incurred by the Transferor in the ordinary course of business or financial affairs obligation of the Transferor for United States Federal, state and local income and franchise tax purposes. Unless otherwise required by law, the Agent and (ii) made in parties agree to treat the ordinary course of business or financial affairs of the Transferor and the Agenttransactions accordingly for all such purposes.

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties Sellers and the Purchaser that (i) the transactions contemplated hereby by this Agreement constitute an absolute and irrevocable sale, assignment, transfer and conveyance to the sale Purchaser of all of the Transferred InterestSellers' right, conveying good title thereto and interest in, to and under all of the Sold Receivables, free and clear of all Adverse Claims, without any Adverse Claims recourse except as herein specifically provided, and (ii) the Sellers have no interest or right whatsoever in any of the Sold Receivables. The Sellers and the Purchaser do not intend the transactions contemplated by this Agreement to be, or for any purpose to be characterized as, a lending transaction secured by the Sold Receivables from the Sellers to the Agent, on behalf of the Investors, and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvencyPurchaser or otherwise. If, notwithstanding however, the intention transactions contemplated by this Agreement should nevertheless be deemed a financing rather than a true sale, the Sellers and the Purchaser intend that (i) the Sellers shall be deemed to have granted to the Purchaser, and the Sellers hereby grant to the Purchaser, a first priority perfected security interest in all of the parties expressed in this Section 10.11Sellers' right, any sale or contribution by title and interest in, to and under the Transferor to the AgentSold Receivables, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then ii) this Agreement shall constitute a security agreement under applicable law. In order Each party to further protect this Agreement agrees that it will account for all transactions under this Agreement as purchases and sales of Receivables for all purposes, and that it will not take any action inconsistent with that characterization. Notwithstanding any other provision of this Agreement, regardless of whether the interests of transactions contemplated by this Agreement are deemed to be a sale or financing, the Agent Sellers and the Investors, Purchaser agree that the Transferor hereby grants to the Agent, on behalf Purchaser shall not have any recourse against any Seller or any of the Investors, its affiliates as a first priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder result of any Originating Entity with respect to the Receivables. The Transferor hereby assigns to the Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agentuncollectible Sold Receivable.

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the Investors, and that the Transferred Interest not be part of ​ ​ the Transferor’s estate in the event of an insolvency. If, notwithstanding the intention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Agent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. The Transferor hereby assigns to the Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.. ​

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the Investors, and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency. If, notwithstanding the intention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Agent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables, and all proceeds of the foregoing. The Transferor hereby assigns to the Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.. ​ ​ ​

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the AgentInitial Purchasers, on behalf of the InvestorsAPA Bank Purchasers and the Funding Agents, and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that the Transferor shall be deemed to have granted to the Administrative Agent, on behalf of the InvestorsInitial Purchasers, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent APA Bank Purchasers and the InvestorsFunding Agents, and the Transferor hereby grants to the Administrative Agent, on behalf of the InvestorsInitial Purchasers, the APA Bank Purchasers and the Funding Agents, to secure the Aggregate Unpaids a first priority perfected and continuing security interest in all of the Transferor’s 's right, title and interest in, to and under (i) the Receivables, together with Related Security, Collections and Proceeds with respect thereto, (ii) all monies from time to time on deposit in the Collection Account, RTR Funding Account and together with all of the Transferor’s rights under any Lock-Box Account, (iii) the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity Seller or the Servicer with respect to the Receivables, and (iv) the patent, copyright, tradename, trademark or other intellectual property or other property rights or interests listed on Exhibit A to the Trademark License Agreement, Schedules I and II hereof and Schedule I to the Receivables Purchase Agreement, whether acquired by license, sublicense, lease, easement, assignment, purchase or otherwise, in and to any computer hardware, software and any other media in which any licensed or sublicensed items may be stored or recorded and to all computer and automatic machinery and programs used for the compilation or printout thereof, useful or necessary for the performance of the functions of servicing and collecting the Receivables and Related Security, and that this Agreement shall constitute a security agreement under applicable Law. The Transferor hereby assigns to the Administrative Agent, on behalf of the InvestorsInitial Purchasers, the APA Bank Purchasers and the Funding Agents, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity Seller with respect to the Receivables. In The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the case of any Recharacterization, Receivables Purchase Agreement without the Transferor and the Agent, on behalf prior consent of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Administrative Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the each Funding Agent.

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby constitute (other than for tax purposes) the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims (other than Permitted Encumbrances) to the AgentCP Conduit Purchasers or the Committed Purchasers, on behalf of as the Investorscase may be, and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that the Transferor shall be deemed to have granted to the Administrative Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent CP Conduit Purchasers and the InvestorsCommitted Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the InvestorsCP Conduit Purchasers and the Committed Purchasers, a first priority perfected and continuing security interest in all of the Transferor’s 's right, title and interest in, to and under the Receivables, together with the Related Security, Collections and Proceeds with respect thereto, the Lockbox Accounts, and together with all of the Transferor’s 's rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Sellers with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Transferor hereby assigns to the Administrative Agent, on behalf of the InvestorsCP Conduit Purchasers and the Committed Purchasers, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Sellers with respect to the Receivables. In The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the case Receivables Purchase Agreement without the prior consent of any Recharacterization, the Transferor and the Administrative Agent, on behalf such consent not to be unreasonably withheld; provided, that in the event the Administrative Agent gives any such consent, it shall promptly notify each Funding Agent of such consent. (b) It is the intention of the Investors, represents and warrants parties that each remittance of Collections the transactions contemplated by the Transferor to the Agent hereunder Receivables Transfer Agreement will have been (i) in payment of create a debt incurred by the Transferor in the ordinary course of business or financial affairs obligation of the Transferor for United States Federal, state and local income and franchise tax purposes. Unless otherwise required by law, the Agent and (ii) made in parties agree to treat the ordinary course of business or financial affairs of the Transferor and the Agenttransactions accordingly for all such purposes.

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the Company, Sheffield and the Bank Investors, and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that the Transferor shall be deemed to have granted to the Agent, on behalf of the Company, Sheffield and the Bank Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Agent, on behalf of the Company, Sheffield and the Bank Investors, a first priority perfected and continuing security interest in all of the Transferor’s 's right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s 's rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity WorldCom with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Transferor hereby assigns to the Agent, on behalf of the Company, Sheffield and the Bank Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity WorldCom with respect to the Receivables. In The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the case Receivables Purchase Agreement without the prior consent of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 129 135

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby each Purchase hereunder shall constitute the a sale of such Receivables, together with the Transferred InterestRelated Assets with respect thereto, from the Seller to the Purchaser, conveying good title thereto free and clear of any Adverse Claims to the Agent, on behalf of the InvestorsClaims, and that the Transferred Interest such Receivables and Related Assets not be part of the TransferorSeller’s estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the parties expressed in transactions contemplated under this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall Agreement should be characterized as deemed a secured loan financing and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent Seller and the Investors, Purchaser intend that the Transferor hereby grants Seller shall be deemed to have granted to the Agent, on behalf of the Investors, Purchaser a first priority perfected and continuing security interest in all of the TransferorSeller’s right, title and interest in, to and under the ReceivablesReceivables now or hereafter arising that are sold to the Purchaser pursuant to this Agreement, together with the Related Security, Collections and Proceeds Assets with respect thereto, and together with that this Agreement shall constitute a security agreement under applicable law. (b) In the case of any Recharacterization, each of the Seller and the Purchaser represents and warrants that each remittance of Collections by the Seller to the Purchaser hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Purchaser and (ii) made in the ordinary course of business or financial affairs of the Seller and the Purchaser. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the TransferorSeller’s rights right, title and interest in, to and under the Receivables Purchase Agreementarising after the Termination Date, together with the Transferring Affiliate Letter Related Assets with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents with respect to ​ ​ ​ (including, without limitation, all indemnification and other obligations of the Receivables and with respect to any obligations thereunder Seller under Article VIII of any Originating Entity with respect to the Receivablesthis Agreement). The Transferor Seller hereby assigns to the Agent, on behalf of the Investors, Purchaser all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. In the case of any Recharacterization, the Transferor Receivables and the AgentRelated Assets (including, on behalf without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs Transferring Affiliates under Section 17 of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.Transferring Affiliate Letter). ​

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby constitute (other than for tax purposes) the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the AgentCP Conduit Purchasers or the Committed Purchasers, on behalf of as the Investorscase maybe, and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency. If, notwithstanding the intention of foregoing, the transactions contemplated hereby should be deemed a financing, the parties expressed in this Section 10.11, any sale or contribution by intend that the Transferor shall be deemed to have granted to the Administrative Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent CP Conduit Purchasers and the InvestorsCommitted Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the InvestorsCP Conduit Purchasers and the Committed Purchasers, a first priority perfected and continuing security interest in all of the Transferor’s 's right, title and interest in, to and under the ReceivablesReceivables outstanding on the Initial Incremental Transfer Date and thereafter owned by the Transferor, together with the Related Security, Security and Collections and Proceeds with respect theretothereto and all Proceeds of the foregoing, whether now owned or hereafter acquired and wherever located, the Lock-Box Accounts, and together with all of the Transferor’s 's rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Transferor hereby assigns to the Administrative Agent, on behalf of the InvestorsCP Conduit Purchasers and the Committed Purchasers, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables. In The Transferor shall not give any consent or waiver required or permitted to be given under the case Receivables Purchase RECEIVABLES TRANSFER AGREEMENT Agreement without the prior consent of any Recharacterization, the Transferor Administrative Agent and the AgentRequired Committed Purchasers, on behalf such consent not to be unreasonably withheld. (b) It is the intention of the Investors, represents and warrants parties that each remittance of Collections the transactions contemplated by the Transferor to the Agent hereunder Receivables Transfer Agreement will have been (i) in payment of create a debt incurred by the Transferor in the ordinary course of business or financial affairs obligation of the Transferor for United States Federal, state and local income and franchise tax purposes. Unless otherwise required by law, the Agent and (ii) made in parties agree to treat the ordinary course of business or financial affairs of the Transferor and the Agenttransactions accordingly for all such purposes.