Common use of Characterization Clause in Contracts

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; provided, however, provided that (i) Seller shall be liable to each the Administrator, the Purchaser Agents and the Collateral Agent Purchasers for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by the Administrator, any Purchaser Agent or the Collateral Agent any Purchaser or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent Administrator for the ratable benefit of the Purchasers Secured Parties a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Administrator, the Collateral Agent and the Purchasers on behalf of Secured Parties, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser Agent (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; provided, however, provided that (i) Seller shall be liable to each the Agent, the Purchaser Agents and the Collateral Agent Purchasers for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by the Agent, any Purchaser Agent or the Collateral Agent any Purchaser or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent Agent, for the ratable benefit of the Purchasers Secured Parties, a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Agent, the Collateral Agent and the Purchasers on behalf of Secured Parties, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents . (c) Notwithstanding Sections 13.12(a) and warrants that each remittance 13.12(b), for U.S. federal income tax purposes, the parties hereto shall treat and report the Seller’s sales, and the Purchasers’ purchases, of Collections Receivables under the Transaction Documents as one or more secured loans made by the Purchasers to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairsSeller.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser Investor with the full benefits of ownership of the applicable Purchaser Investor Interest. Except as specifically provided in this Agreement, each sale of a Purchaser an Investor Interest hereunder is made without recourse to Seller; provided, however, provided that (i) Seller shall be liable to each Purchaser Investor and the Collateral Program Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Investor or the Collateral Program Agent or any assignee thereof of any obligation of Seller or Seller, the Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Program Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Program Agent for the ratable benefit of the Purchasers Investors a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection AccountLock-Box and Blocked Account and all agreements related thereto, all Related SecuritySecurity (including all of Seller’s rights, including rights of indemnification and rights to receive Adjustment Payments, under each Sale Agreement and all UCC financing statements filed pursuant either Sale Agreement), all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof and all other assets in which the Program Agent on behalf of the Investors has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Program Agent and the Purchasers Investors shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents hereby authorizes the Program Agent, within the meaning of 9-509 of any applicable enactment of the UCC, as secured party for the benefit of itself and warrants that of the Investors, to file, without the signature of Seller or the Originator, as debtors, the UCC financing statements contemplated herein and under each remittance Sale Agreement. (c) In connection with Seller’s assignment of Collections its right, title and interest in, to and under the Sale Agreements to the Collateral AgentProgram Agent hereunder, Seller agrees that the Program Agent shall have the right to enforce Seller’s rights and remedies under each Sale Agreement, to receive all amounts payable thereunder or in connection therewith, to consent to amendments, modifications or waivers thereof, and to direct, instruct or request any Managing action thereunder, but in each case without any obligation on the part of the Program Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course Investor or any of its business or financial affairs their respective Affiliates to perform any of the obligations of Seller under either Sale Agreement. To the extent that Seller enforces Seller’s rights and remedies under a Sale Agreement, from and after the occurrence of an Amortization Event, and during the continuance thereof, the Program Agent shall have the exclusive right to direct such enforcement by Seller. Without limiting the generality of the foregoing, Seller shall not consent to the eligibility of Excluded Receivables as Receivables under the Sale Agreements without the prior consent of the Program Agent (iiacting at the direction of the Required Committed Investors). (d) made in This Agreement and the ordinary course transactions contemplated hereby have been structured with the intention that they be treated as a financing transaction for purposes of its business federal, state and local income and franchise taxes and any other tax imposed on or financial affairsmeasured by income.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser of the Purchasers and the Collateral Administrative Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Administrative Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or contribution by Finance LLC to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller Finance LLC hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and duly perfected security interest in all of SellerFinance LLC’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing or and hereafter arising, the all Collections, Related Security and Records with respect thereto, each Collection Account, Lock-Box and Blocked Account and all Related Security, all other rights and payments relating to such Receivablesagreements related thereto, all of SellerFinance LLC’s rights under under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of any thereof the foregoing, which security interest shall be prior to secure the prompt and complete payment of the Aggregate Unpaidsall other Adverse Claims thereto. After an Amortization the occurrence of a Termination Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Managing Agent and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, any Managing Agent or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent and the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers and the Program F/X Counterparties a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Agent, the Collateral Agent Purchasers and the Purchasers Program F/X Counterparties shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and duly perfected security interest in all of Seller’s Originator's right, title and interest in, now owned or hereafter acquired in, to and under all of its Receivables now existing or and hereafter arising, the and in all Collections, Related Security with respect thereto, each Lock-Box and Collection Account, all Related Security, all other rights and payments relating related to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants Originator hereby authorizes the Buyer (or its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (b) Originator acknowledges that each remittance of Collections Buyer, pursuant to the Collateral Purchase Agreement, shall assign to the Agent, for the benefit of the Agent and the Purchasers thereunder, all of its rights, remedies, powers and privileges under this Agreement and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted by the Purchase Agreement. Originator agrees that the Agent, as the assignee of the Buyer, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any Managing Agent consents or approvals of Buyer to be given or withheld hereunder, and, in any Purchaser hereunder has been (i) in payment of a debt incurred case without regard to whether specific reference is made to Buyer's assigns in the ordinary course provisions of its business or financial affairs this Agreement which set forth such rights and (iiremedies) made and Originator agrees to cooperate fully with the Agent and the Purchasers in the ordinary course exercise of its business or financial affairssuch rights and remedies. Originator further agrees to give to the Agent copies of all notices it is required to give to Buyer hereunder.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivables Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivables Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser of the Purchasers and the Collateral Agent Agents for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to any Seller; provided, however, that (i) each Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by such Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of any Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Writings or Contracts, or any other obligations of any Seller or the any Originator. (b) The In addition to any ownership interest that the Agent may from time to time acquire pursuant hereto, each Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of such Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.2(c), any sale or contribution by an Originator or Parent to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase conveyance of Receivables by an Originator or Parent hereunder shall constitute and be treated as an a true sale or other absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that assignment thereof: (i) Seller Parent hereby grants to Buyer a duly perfected security interest in all of Parent’s right, title and interest in and to the Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the credit to Buyer’s paid-in capital and capital surplus booked at the time of the issuance to Parent of Buyer’s Equity Interests, together with all other obligations of Parent to Buyer hereunder, which security interest shall be liable prior to each Purchaser and all other Adverse Claims (except as created under the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this AgreementTransaction Documents), and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and duly perfected security interest in all of Sellersuch Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, the Collectionsall Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price owing to such Originator. After an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Administrative Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Administrative Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. Notwithstanding the Originatorforegoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization of the transfer effected under the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by law. (b) The In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventUnpaids (collectively, the Collateral “Purchased Assets”). The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized (other than solely for tax purposes) as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC and other applicable law. The In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser the Purchasers hereunder has will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser (or the LC Bank, if applicable) with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to any Seller; provided, however, that (i) each Seller shall be liable to each Purchaser Purchaser, the LC Bank and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by such Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, the LC Bank or the Collateral Agent or any assignee thereof of any obligation of any Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Writings or Contracts, or any other obligations of any Seller or the any Originator. (b) The In addition to any ownership interest that the Agent may from time to time acquire pursuant hereto, each Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers (including in their capacities as LC Participants) and the LC Bank a valid and perfected security interest in all of such Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, the LC Collateral Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Agent, the Collateral Agent LC Bank and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable salesale to Agent, on behalf of the Purchasers, for all purposes (other than federal and state income tax purposes), which purchase such Purchase shall provide Agent, on behalf of the applicable Purchaser Purchasers, with the full benefits of ownership of the applicable Purchaser InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Purchaser Interest Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, Agreement and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each P.O. Box, each Collection Account, the Reserve Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Post Office Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s 's rights under the Receivables Sale Agreement (including, without limitation, (a) all rights to indemnification arising thereunder, and (b) all UCC financing statements filed pursuant thereto and all proceeds of any thereof and all other assets in which the Agent on behalf of the Purchasers has acquired, may hereafter acquire and/or purports to have acquired under this Agreement prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to hereby authorizes the Collateral Agent, within the meaning of Section 9-509 of any Managing applicable enactment of the UCC, as secured party for the benefit of itself and the Purchasers, to file, without the signature of the Seller or the Originator as debtors, the UCC financing statements contemplated herein and under the Receivables Sale Agreement. (c) In connection with Seller's transfer of its right, title and interest in, to and under the Receivables Sale Agreement, the Seller agrees that the Agent shall have the right to enforce the Seller's rights and remedies under the Receivables Sale Agreement, to receive all amounts payable thereunder or in connection therewith, to consent to amendments, modifications or waivers thereof, and to direct, instruct or request any action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course or any of its business or financial affairs their respective Affiliates to perform any of the obligations of the Seller under the Receivables Sale Agreement. To the extent that the Seller enforces the Seller's rights and (ii) made in remedies under the ordinary course Receivables Sale Agreement, from and after the occurrence of its business or financial affairs.an Amortization Event, and during the continuance thereof, the Agent shall have the exclusive right to direct such enforcement by the Seller. [SIGNATURE PAGES FOLLOW]

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser Purchaser, each Managing Agent and the Collateral Administrative Agent for all representations, warranties warranties, covenants and covenants indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, any Managing Agent or the Collateral Administrative Agent or any assignee thereof of any obligation of Seller or the Seller, the Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or the Originator. (b) The In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, the Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Managing Agents and the Purchasers a valid and perfected security interest in all of the Seller’s right, title and interest in, to and under all Receivables the following, whether now existing or hereafter arising, all Receivables, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of the Seller’s rights rights, title and interest in, to and under the Receivables Sale Agreement (including, without limitation, (a) all rights to indemnification arising thereunder and (b) all UCC financing statements filed pursuant thereto), and all proceeds of any thereof and all other assets in which the Administrative Agent on behalf of the Managing Agents and the Purchasers has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Administrative Agent, the Collateral Agent Managing Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller hereby authorizes the Administrative Agent, within the meaning of 9-509 of any applicable enactment of the UCC, as secured party for the benefit of itself and of the Purchasers, (x) to file, without the signature of the Seller or the Originator, as debtors, the UCC financing statements contemplated herein and under the Receivables Sale Agreement and (y) to include, on any financing statement filed against the Seller, the collateral description: “All of the Debtor’s personal property and other assets, whether now owned or existing or hereafter acquired or arising, together with all products and proceeds thereof, substitutions and replacements therefor, and additions and accessions thereto.” The Administrative Agent shall promptly deliver a copy of any such UCC financing statements so filed to the Seller, provided that the Administrative Agent’s failure to deliver such copy shall not effect the validity of such filing. (c) In connection with the Seller’s transfer of its right, title and interest in, to and under the Receivables Sale Agreement, from and after the occurrence of an Amortization Event and during the continuation thereof, the Seller agrees that the Administrative Agent shall have the right to enforce the Seller’s rights and remedies under the Receivables Sale Agreement, to receive all amounts payable thereunder or in connection therewith, to consent to amendments, modifications or waivers thereof, and to direct, instruct or request any action thereunder, but in each case without any obligation on the part of the Administrative Agent, any Managing Agent or any Purchaser or any of its or their respective Affiliates to perform any of the obligations of the Seller under the Receivables Sale Agreement. To the extent that the Seller enforces the Seller’s rights and remedies under the Receivables Sale Agreement, from and after the occurrence of an Amortization Event, and during the continuance thereof, the Administrative Agent shall have the exclusive right to direct such enforcement by the Seller. (d) If, notwithstanding the intention of the parties expressed above, any sale or transfer by the Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. In the case of any Recharacterization, each of the Seller and the Administrative Agent and each Purchaser represents and warrants as to itself that each remittance of Collections by the Seller to the Collateral Administrative Agent, any Managing Agent or any Purchaser hereunder has will have been (i) in payment of a debt incurred by the Seller in the ordinary course of its business or financial affairs of the Seller, the Administrative Agent and each Purchaser and (ii) made in the ordinary course of its business or financial affairsaffairs of the Seller, the Administrative Agent and each Purchaser.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.3(b), any sale or contribution by any Originator of Receivables hereunder shall be characterized as a secured loan and not as a sale or contribution, or such sale or contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law, and each of the Originators and Buyer represents and warrants as to itself that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits remittance of ownership of the applicable Purchaser Interest. Except as specifically provided in Collections by any Originator to Buyer under this Agreement, each sale of a Purchaser Interest hereunder Agreement is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser in payment of a debt incurred by the applicable Originator in the ordinary course of business or financial affairs of such Originator and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, Buyer and (ii) made in the ordinary course of business or financial affairs of such Originator and Buyer. For this purpose and without being in derogation of the parties’ intention that each transfer of Receivables by an Originator hereunder shall constitute a true sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the contribution thereof: Each Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected continuing security interest in all of Sellersuch Originator’s right, title and interest in, to and under all Receivables which are now existing or hereafter arising, arising and are intended to be sold or contributed by such Originator to Buyer in accordance with the Collections, each Collection Accountterms of this Agreement, all Collections and Related SecuritySecurity with respect thereto, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; provided, however, provided that (i) Seller shall be liable to each the Administrator, the Purchaser Agents and the Collateral Agent Purchasers for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by the Administrator, any Purchaser Agent or the Collateral Agent any Purchaser or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent Administrator for the ratable benefit of the Purchasers Secured Parties a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Administrator, the Collateral Agent and the Purchasers on behalf of Secured Parties, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.<signature pages follow>

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or capital contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase sale or capital contribution of Receivables hereunder shall constitute and be treated a true sale or capital contribution thereof, as an absolute and irrevocable saleapplicable, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of SellerOriginator’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing or and hereafter arisingarising (including, without limitation, all Receivables sold hereunder after the Termination Date), all Collections, each Collection Account, all Related SecuritySecurity with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the prompt obligation to remit all Collections with respect to such Receivables to Buyer and complete payment of (b) the Aggregate Unpaidsobligation to transfer such Receivables to Buyer with a value at least equal to the Purchase Price thereof) which security interest shall be prior to all other Adverse Claims thereto. After an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents In the case of any Recharacterization, Originator and warrants Buyer each represent and warrant that each remittance of Collections and other property by Originator to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has shall have been (i) in payment of a debt incurred by Originator in the ordinary course of its business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of Originator and Buyer. (b) Originator hereby authorizes Buyer (and any of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file the UCC financing statements contemplated hereby. (c) Originator acknowledges (i) that Buyer, pursuant to the Purchase Agreement, shall assign as collateral security to the Administrative Agent, for the benefit of the Purchasers under the Purchase Agreement, all of its rights, remedies, powers and privileges (but none of its obligations) hereunder and (ii) that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Purchase Agreement. Originator agrees that the Administrative Agent, as the collateral assignee of Buyer, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and Originator agrees to cooperate fully with the Administrative Agent and the Purchasers in the exercise of such rights and remedies. Originator further agrees to give to the Administrative Agent copies of all notices it is required to give to Buyer hereunder.

Characterization. (a) It is the intention of the parties hereto that that, other than for federal, state and local income and franchise tax purposes, each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide Market Street and/or the applicable Purchaser LC Bank with the full benefits of ownership of the applicable Purchaser InterestPurchased Assets. Except as specifically provided in this Agreement, each sale of a Purchaser Interest Purchased Asset hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser Market Street, the LC Bank and the Collateral Agent Administrator for all representations, warranties warranties, covenants and covenants indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Market Street, the LC Bank or the Collateral Agent Administrator or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or any Originator. It is the Originator.intention of the parties hereto that for federal, state and local income and franchise tax purposes Market Street’s and/or the LC Bank’s acquisition of the Purchased Assets shall be treated as a secured loan by Market Street and the LC Bank to the Seller, and each party hereto agrees to characterize all Purchases hereunder as secured loans on all tax returns filed by such party (b) The In addition to any ownership interest which the Administrator, Market Street or the LC Bank may from time to time acquire pursuant hereto, the Seller hereby grants to the Collateral Agent Administrator for the ratable benefit of Market Street, each Liquidity Bank and the Purchasers LC Bank a valid and perfected security interest in all of the Seller’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all proceeds of Seller’s rights under the Receivables Sale Agreement foregoing and all proceeds other assets of any thereof the Seller prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Administrator, the Collateral Agent on behalf of Market Street, each Liquidity Bank and the Purchasers LC Bank, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser Agent for the benefit of the Purchasers with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes. (b) The In addition to any ownership interest which the Agent for the benefit of the Purchasers may from time to time acquire pursuant hereto, the Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of the Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Designated Account, all Designated Account Property, all other Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Eventa Servicer Default, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest by Seller hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Managing Agent and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or Purchaser, the Collateral Agent, any Managing Agent or any assignee thereof of any of the foregoing of any obligation of Seller or the Originator any Cardinal Entity or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originatorany Cardinal Entity. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the all Collections, each Lock-Box, each Collection Account, the LC Collateral Account and all funds from time to time held therein, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof (the forgoing, collectively, the “Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent Agent, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable salesale to Agent, on behalf of the Purchasers, for all purposes (other than federal and state income tax purposes), which purchase such Purchase shall provide Agent, on behalf of the applicable Purchaser Purchasers, with the full benefits of ownership of the applicable Purchaser InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Purchaser Interest Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Purchaser Agent and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Purchaser Agent or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (ba) The In addition to any ownership interest which Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each P.O. Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventAgent, the Collateral Agent Purchaser Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. The In the case of any Recharacterization, Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser the Purchasers hereunder has will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase transfer hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase transfer shall provide the applicable Purchaser Transferee with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to SellerTransferor; providedPROVIDED, howeverHOWEVER, that (i) Seller Transferor shall be liable to each Purchaser Transferee and the Collateral Administrative Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller Transferor pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Transferee or the Collateral any Agent or any assignee thereof of any obligation of Seller Transferor or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Transferor or the any Originator. (b) The Seller In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Transferor hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers Transferees a valid and perfected security interest in all of Seller’s Transferor's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Administrative Agent and the Purchasers Transferees shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents . (c) Notwithstanding the foregoing the Transferor, Transferees and warrants that each remittance the Agents hereby agree to treat the Receivables Interests as indebtedness for purposes of Collections United States federal and state income tax or state franchise tax to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairsextent permitted by applicable law.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable salesale to Agent, on behalf of the Purchasers, for all purposes (other than federal and state income tax purposes), which purchase such Purchase shall provide Agent, on behalf of the applicable Purchaser Purchasers, with the full benefits of ownership of the applicable Purchaser InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Purchaser Interest Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, Agreement and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each P.O. Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Agent and the Collateral Administrative Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, any Agent or the Collateral Administrative Agent or any assignee thereof of any obligation of Seller or the Originator a Transferor or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originatora Transferor. (b) The In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, the Demand Note, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Managing Agent and the Collateral Administrative Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, any Managing Agent or the Collateral Administrative Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Administrative Agent, on behalf of the Purchasers, may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent Administrative Agent, for the ratable benefit of the Purchasers and the other Indemnified Parties, a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights rights, title, and interest in, to and under the Receivables Sale Agreement (including, without limitation, (a) all rights to indemnification arising thereunder, (b) all rights of MPC LP under the Receivables Transfer Agreement transferred to Seller pursuant to the Receivables Sale Agreement and (c) all UCC financing statements filed pursuant thereto), all amounts paid to Cash-Collateralize any Letter of Credit, all proceeds of any thereof of the foregoing and all other assets in which the Administrative Agent has acquired, may hereafter acquire and/or purports to have acquired an interest hereunder, prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. The In the case of any Recharacterization, Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Administrative Agent or any Purchaser the Purchasers hereunder has will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller Seller, Transferor or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, Transferor or the any Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and the Transfer Agreement (including, without limitation, (a) all rights to indemnification arising thereunder, and (b) all UCC financing statements filed pursuant thereto), all proceeds of any thereof and all other assets in which the Agent on behalf of the Purchasers has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to hereby authorizes the Collateral Agent, within the meaning of 9-509 of any Managing applicable enactment of the UCC, as secured party for the benefit of itself and of the Purchasers, to file, without the signature of the debtor, the UCC financing statements contemplated herein, under the Receivables Sale Agreement and under each Transfer Agreement. (c) In connection with Seller's transfer of its right, title and interest in, to and under the Receivables Sale Agreement and the Transfer Agreement, the Seller agrees that the Agent shall have the right to enforce the Seller's rights and remedies under the Receivables Sale Agreement and Transferor's rights under the Transfer Agreement, to receive all amounts payable thereunder or in connection therewith, to consent to amendments, modifications or waivers thereof, and to direct, instruct or request any action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course or any of its business or financial affairs their respective Affiliates to perform any of the obligations of the Seller or Transferor under the Receivables Sale Agreement or the Transfer Agreement. To the extent that the Seller enforces the Seller's or Transferor's rights and (ii) made in remedies under the ordinary course Receivables Sale Agreement or the Transfer Agreement, from and after the occurrence of its business or financial affairsan Amortization Event, and during the continuance thereof, the Agent shall have the exclusive right to direct such enforcement by the Seller.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Administrative Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Administrative Agent or any assignee thereof of any obligation of Seller or the Seller, CRF I, Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, CRF I or the Originator. (b) The In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights rights, title and interest in, to and under the Receivables Sale Agreement Agreements (including, without limitation, (a) all rights to indemnification arising thereunder and (b) all UCC financing statements filed pursuant thereto), and all proceeds of any thereof and all other assets in which the Administrative Agent on behalf of the Purchasers has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents hereby authorizes the Administrative Agent, within the meaning of 9-509 of any applicable enactment of the UCC, as secured party for the benefit of itself and warrants that each remittance of Collections the Purchasers, to file, without the signature of the Seller, CRF I or Originator, as debtors, the UCC financing statements contemplated herein and under the Sale Agreements. The Administrative Agent shall promptly deliver a copy of any such UCC financing statements so filed to the Collateral Seller, provided that the Administrative Agent’s failure to deliver such copy shall not effect the validity of such filing. (c) In connection with Seller’s transfer of its right, title and interest in, to and under the Sale Agreements, from and after the occurrence of an Amortization Event and during the continuation thereof, the Seller agrees that the Administrative Agent shall have the right to enforce the Seller’s rights and remedies under the Sale Agreements, to receive all amounts payable thereunder or in connection therewith, to consent to amendments, modifications or waivers thereof, and to direct, instruct or request any Managing action thereunder, but in each case without any obligation on the part of the Administrative Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course or any of its business or financial affairs their respective Affiliates to perform any of the obligations of the Seller under the Sale Agreements. To the extent that the Seller enforces the Seller’s rights and (ii) made in remedies under the ordinary course Sale Agreements, from and after the occurrence of its business or financial affairsan Amortization Event, and during the continuance thereof, the Administrative Agent shall have the exclusive right to direct such enforcement by the Seller.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller Seller, CGSF or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, CGSF or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement Agreements and all proceeds of any thereof to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, Asset Interest or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, to secure the prompt and complete payment of the Aggregate Unpaids, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest ininterest, to and under all Receivables now existing or hereafter arising, in (i) the CollectionsAsset Interest, each Collection (ii) the Facility Account, all Related Security, all other rights and payments relating to such Receivables, all of (iii) Seller’s rights and remedies under the Receivables Receivable Interest Sale Agreement Agreement, and (iv) all proceeds of any thereof prior to secure the prompt all other liens on and complete payment of the Aggregate Unpaidssecurity interests therein. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.2(d), any sale or contribution by a Seller of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that each purchase transfer of Receivables by a Seller hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, a true sale thereof: each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers its applicable Transferee and its assigns a valid and perfected continuing security interest in all of such Seller’s 's right, title and interest in, to and under all Receivables originated or acquired by such Seller which are now existing or hereafter arising, arising and are intended to be sold or contributed to such Transferee in accordance with the Collections, each Collection Accountterms of this Agreement, all Collections and Related SecuritySecurity with respect thereto, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price of the Receivables purchased from such Seller together with all other obligations of such Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. After an Amortization EventFurthermore, to the Collateral Agent extent that any Seller has been granted a security interest pursuant to this Section 1.7, such Seller hereby grants a valid and the Purchasers continuing security interest in such security interest to its applicable Transferee and such Transferee's assigns. The applicable Transferee and its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Funding Agent and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, any Funding Agent or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator a Transferor or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originatora Transferor. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, the Demand Note, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivables Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivables Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable -------- ------- to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of the Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related ContractsContracts and the Accounts, or any other obligations of the Seller or the Originator. (b) The If the conveyance by the Seller hereby grants to the Collateral Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall have granted to the Agent for the ratable benefit of the Purchasers a valid and duly perfected security interest in all of the Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arisingthe Receivables, the Collections, each Collection Account, all Related Security, all other rights and payments relating on or with respect to such Receivables, all other rights relating to and payments made in respect of Seller’s rights under the Receivables Sale Agreement Receivables, and all proceeds of any thereof prior to secure the prompt all other liens on and complete payment of the Aggregate Unpaidssecurity interests therein. After an Amortization a Termination Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of the Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or the Originator. (b) The If the conveyance by the Seller hereby grants to the Collateral Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted to the Agent for the ratable benefit of the Purchasers a valid and duly perfected security interest in all of the Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arisingthe Receivables, the Collections, each Collection Account, all Related Security, all other rights and payments relating on or with respect to such Receivables, all other rights relating to and payments made in respect of Seller’s rights under the Receivables Sale Agreement Receivables, and all proceeds of any thereof prior to secure the prompt all other liens on and complete payment of the Aggregate Unpaidssecurity interests therein. After an Amortization Eventa Servicer Default, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser (or the LC Bank, if applicable) with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to any Seller; provided, however, that (i) each Seller shall be liable to each Purchaser Purchaser, the LC Bank and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by such Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, the LC Bank or the Collateral Agent or any assignee thereof of any obligation of any Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Writings or Contracts, or any other obligations of any Seller or the any Originator. (b) The In addition to any ownership interest that the Agent may from time to time acquire pursuant hereto, each Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers (including in their capacities as LC Participants) and the LC Bank a valid and perfected security interest in all of such Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, the LC Collateral Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventUnpaids (collectively, the Collateral Agent “Pool Assets”). The Agent, the LC Bank and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable lawApplicable Law, which rights and remedies shall be cumulative. The Each Seller represents hereby acknowledges and warrants agrees that each remittance of Collections pursuant to the Existing Agreement, each such Seller granted to the Agent a security interest in all of such Seller’s right, title and interest in, to and under all Receivables then existing or thereafter arising, the Collections, each Lock-Box, each Collection Account, the LC Collateral AgentAccount, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any Managing Agent or any Purchaser hereunder has been (i) in thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of a debt incurred the Aggregate Unpaids (each such term as defined in the ordinary course of its business or financial affairs Existing Agreement). Each such Seller hereby confirms such security interest and (ii) made in acknowledges and agrees that such security interest is continuing and is supplemented and restated by the ordinary course of its business or financial affairssecurity interest granted by each such Seller pursuant to this Section 14.14(b).

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.01(c), any sale or contribution by Transferor to Buyer of Transferred Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Transferred Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller Transferor hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of SellerTransferor’s right, title and interest in, to and under all Transferred Receivables now existing or and hereafter arising, the all Collections, each Collection Account, all Related SecuritySecurity and Records with respect thereto, all other rights and payments relating to such Receivables, all of Seller’s rights under the Transferred Receivables Sale Agreement and all proceeds of any thereof the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Transferor hereunder (including (a) the prompt obligation to remit all Collections with respect to the Transferred Receivables to the Buyer and complete payment of (b) the Aggregate Unpaidsobligation to transfer Receivables to the Buyer with a value at least equal to the Transferred Receivables, Collections thereon and the Related Security with respect thereto) which security interest shall be prior to all other Adverse Claims thereto. After an Amortization the occurrence of a Termination Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller In the case of any Recharacterization, each of the Transferor and the Buyer represents and warrants as to itself that each remittance of Collections and other property by the Transferor to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of its business or financial affairs of the Transferor and the Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of the Transferor and the Buyer. (b) Transferor hereby authorizes Buyer (and any of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (c) Transferor acknowledges (i) that Buyer, pursuant to the Purchase Agreement, shall assign to the Agent, for the benefit of the Agent, the Purchasers and the Hedge Providers under the Purchase Agreement, such rights, remedies, powers and privileges and (ii) that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Purchase Agreement. Transferor agrees that the Agent, as the assignee of the Buyer, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns in the provisions of this Agreement which set forth such rights and remedies) and Transferor agrees to cooperate fully with the Agent and the Purchasers in the exercise of such rights and remedies. Transferor further agrees to give to the Agent copies of all notices it is required to give to Buyer hereunder.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest interest, now owned or hereafter acquired, in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and from and after the time, if any, when it is required to be delivered, the Performance Undertaking (including, without limitation, (a) all rights to indemnification arising thereunder, and (b) all UCC financing statements filed pursuant thereto), all proceeds of any thereof and all other assets in which the Agent on behalf of the Purchasers has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents hereby authorizes the Agent, within the meaning of 9-509 of any applicable enactment of the UCC, as secured party for the benefit of itself and warrants that each remittance of Collections the Purchasers, to file, without the signature of the debtor, the UCC financing statements contemplated herein and under the Receivables Sale Agreement. The Seller hereby assigns its security interests against the Originators under the Receivables Sale Agreement to the Collateral AgentAgent for the benefit of the Purchasers. (c) In connection with Seller's transfer of its right, title and interest in, to and under the Receivables Sale Agreement and from and after the time, if any, when it is required to be delivered, the Performance Undertaking, Seller agrees that the Agent shall have the right to enforce Seller's rights and remedies under the Receivables Sale Agreement and, when applicable, the Performance Undertaking, to receive all amounts payable thereunder or in connection therewith, to consent to amendments, modifications or waivers thereof, and to direct, instruct or request any Managing action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser hereunder has been or any of its or their respective Affiliates to perform any of the obligations of Seller under the Receivables Sale Agreement or, when applicable, the Performance Guarantor under the Performance Undertaking. To the extent that Seller enforces Seller's rights and remedies under the Receivables Sale Agreement or, when applicable, the Performance Undertaking, from and after the occurrence of an Amortization Event, and during the continuance thereof, the Agent shall have the exclusive right to direct such enforcement by Seller. (d) In the event that either (i) the Termination Date (under and as defined in payment the Receivables Sale Agreement) shall occur with respect to any Originator (other than in connection with the occurrence of a debt incurred in the ordinary course of its business Termination Event) or financial affairs and (ii) made in any Originator shall divest, sell, swap or otherwise dispose of any business unit, division, group, magazine or television station and such event does not cause a Termination Event, the ordinary course Agent agrees to deliver, at such Originator's sole cost and expense, such releases, termination statements and other documents or instruments (including a letter giving such Originator authority to file such releases or termination statements) as such Originator may reasonably request to evidence the release of its all security interests and liens of the Buyer and the Agent under the Receivables Sale Agreement and hereunder against such Originator's assets or the assets of such business unit, division, group, magazine or financial affairs.television station to the extent such assets are not owned by the Buyer. 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Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser Blue Ridge with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser Blue Ridge and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Blue Ridge or the Collateral Agent or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or the any Originator. (b) The In addition to any ownership interest which the Agent or Blue Ridge may from time to time acquire pursuant hereto, the Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Blue Ridge a valid and perfected security interest in all of the Seller’s 's right, title and interest interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all proceeds of Seller’s rights under the Receivables Sale Agreement foregoing and all proceeds other assets of any thereof the Seller prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Agent, the Collateral Agent and the Purchasers on behalf of Blue Ridge, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall will constitute and be treated for financial accounting purposes as an absolute and irrevocable sale, which purchase shall will provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall will be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller Seller, Convergys or either of the Originator Originators or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, Convergys or the such Originator. (b) The If the conveyance by Seller to the Administrative Agent of interests in Receivables hereunder will be characterized as a secured loan and not a sale, it is the intention of the parties hereto that this Agreement will constitute a security agreement under applicable law. In furtherance of the foregoing, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Falcon Agent and the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arisingReceivables, the Collections, each Lock-Box and Collection Account, all Related Security, all other rights and payments relating to such any and all Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent Agents and the Purchasers shall will have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall will be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of SellerOriginator’s right, title and interest in, to and under all Receivables now existing or and hereafter arising, the all Collections, each Collection Account, all Related SecuritySecurity with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the prompt obligation to remit all Collections with respect to the Receivables to Buyer and complete payment of (b) the Aggregate Unpaidsobligation to transfer Receivables to Buyer with a value at least equal to the Receivables, Collections thereon and the Related Security with respect thereto) which security interest shall be prior to all other Adverse Claims thereto. After an Amortization the occurrence of a Termination Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable lawUCC, which rights and remedies shall be cumulative. The Seller In the case of any Recharacterization, each of Originator and Buyer represents and warrants as to itself that each remittance of Collections and other property by Originator to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has will have been (i) in payment of a debt incurred by Originator in the ordinary course of its business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of Originator and Buyer. (b) After the occurrence of a Termination Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC, which rights and remedies shall be cumulative. (c) Originator hereby authorizes Buyer (and any of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file the UCC financing statements contemplated hereby. (d) Originator acknowledges (i) that Buyer, pursuant to the Purchase Agreement, shall assign to the Administrative Agent, for the benefit of the Purchasers under the Purchase Agreement, all of its rights, remedies, powers and privileges under this Agreement, including in respect of all Receivables, Related Security and Collections acquired by Buyer hereunder and (ii) that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Purchase Agreement. Originator consents to each such assignment and agrees that the Administrative Agent, as the assignee of Buyer, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns in the provisions of this Agreement which set forth such rights and remedies) and Originator agrees to cooperate fully with the Administrative Agent and the Purchasers in the exercise of such rights and remedies. Originator further agrees to give to the Administrative Agent copies of all notices it is required to give to Buyer hereunder. (e) Each of Originator and Buyer represents and warrants as to itself that each remittance of Collections by Originator to Buyer under this Agreement will have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser Agent for the benefit of the Purchasers with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes. (b) The In addition to any ownership interest which the Agent for the benefit of the Purchasers may from time to time acquire pursuant hereto, the Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of the Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Designated Account, all Designated Account Property, all other Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Eventa Servicer Default, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) 42 Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Purchasers, a valid and perfected continuing security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The To the extent permitted by applicable law, the Agent is hereby authorized to file UCC financing statements against the Seller represents and warrants that each remittance listing the collateral granted hereunder as "all assets" or other words of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of similar effect. This Agreement shall constitute a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.security agreement under applicable law. [SIGNATURE PAGES FOLLOW]

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (ba) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Lock-Box, each Securitization Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent or Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Purchaser a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Agent, the Collateral Agent and the Purchasers on behalf of Purchaser, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It Except for the limited purpose provided in Section 14.14(d), it is the intention of the parties hereto that each purchase of Purchaser Interests by the Purchasers hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Managing Agent, each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Managing Agent, any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent, on behalf of the Purchasers and Managing Agents, may from time to time acquire in the Purchaser Interests pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Managing Agents and Purchasers a valid and perfected security interest in all of Seller’s (whether an undivided percentage interest or otherwise) right, title and interest in, to and under under, all Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating Security with respect to such Receivables, all of Seller’s rights under the Receivables Sale Agreement Collections with respect to such Receivables, each Collection Account and all proceeds of any thereof thereof, prior to all other liens on and security interests therein, to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Agent, the Collateral Agent Managing Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller hereby authorizes the Agent to file one or more financing statements to cover the collateral covered thereby as “All Assets” or with such other words of similar effect and import. (c) If, notwithstanding the intent of the parties expressed in paragraph (a) above, the purchases hereunder are not treated as sales, the sale, assignment, and transfer of each Purchaser Interest shall be treated as the grant of a valid and perfected security interest in all of Seller’s right, title and interest in, to and under, all Receivables now existing or hereafter arising (a “Recharacterization”), all Related Security with respect to such Receivables, all Collections with respect to such Receivables and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. Seller shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, such Purchaser Interests, such security interest will be a perfected security interest in favor of the Agent (for the benefit of the Managing Agents and the Purchasers) under the UCC and other applicable law and will be maintained as such throughout the term of this Agreement. In respect of such security interest with respect to the Purchaser Interests, the Agent, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent Agents or any Purchaser hereunder has will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs. (d) Solely for income tax purposes, the acquisition by the Purchasers of Purchaser Interests shall be characterized as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security and the Collections.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale (a “Recharacterization”), or such sale shall for any reason be ineffective or unenforceable, then this Agreement is and shall be deemed, as of the date hereof, to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreementa true sale thereof, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of Sellersuch Originator’s right, title and interest in, to and under all Receivables the following assets, now existing or hereafter arising: (i) all Receivables originated by it, (ii) the Collections, (iii) each Lock-Box, (iv) each Collection Account, (v) all Related Security, (vi) all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and (vii) all proceeds of any thereof of the foregoing, and (viii) all other assets in which the Buyer has acquired, may hereafter acquire and/or purports to have acquired an interest hereunder, to secure the prompt and complete payment of a loan (in the Aggregate Unpaidsevent that any sale or contribution hereunder is characterized as a secured loan) deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Amortization Termination Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller Each Originator hereby authorizes the Buyer (or its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. In the case of any Recharacterization, each of the Originators and the Buyer represents and warrants as to itself that each remittance of Collections by such Originator to the Collateral Agent, any Managing Agent or any Purchaser hereunder has Buyer will have been (i) in payment of a debt incurred by such Originator in the ordinary course of its business or financial affairs of such Originator and the Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of such Originator and the Buyer. (b) Each Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its rights, remedies, powers and privileges under this Agreement and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted by the Purchase Agreement. Each Originator agrees that the Administrative Agent, as the assignee of the Buyer, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case without regard to whether specific reference is made to Buyer’s assigns in the provisions of this Agreement which set forth such rights and remedies) and each Originator agrees to cooperate fully with the Administrative Agent and the Purchasers in the exercise of such rights and remedies. Each Originator further agrees to give to the Administrative Agent copies of all notices it is required to give to Buyer hereunder.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.01(c), any sale or contribution by Originator to Buyer of Qualified Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Qualified Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of SellerOriginator’s right, title and interest in, to and under all Qualified Receivables now existing or and hereafter arising, the all Collections, each Collection Account, all Related SecuritySecurity and Records with respect thereto, all other rights and payments relating to such Receivables, all of Seller’s rights under the Qualified Receivables Sale Agreement and all proceeds of any thereof the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the prompt obligation to remit all Collections with respect to the Qualified Receivables to the Buyer and complete payment of (b) the Aggregate Unpaidsobligation to transfer Receivables to the Buyer with a value at least equal to the Qualified Receivables, Collections thereon and the Related Security with respect thereto) which security interest shall be prior to all other Adverse Claims thereto. After an Amortization the occurrence of a Termination Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller In the case of any Recharacterization, each of the Originator and the Buyer represents and warrants as to itself that each remittance of Collections and other property by the Originator to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has will have been (i) in payment of a debt incurred by the Originator in the ordinary course of its business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of the Originator and the Buyer. (b) Originator hereby authorizes Buyer (and any of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (c) Originator acknowledges (i) that Buyer, pursuant to the Purchase and Sale Agreement, shall assign to the GFII all of its rights, remedies, powers and privileges hereunder, (ii) that the GFII, pursuant to the Purchase Agreement, shall assign to the Agent, for the benefit of the Agent, the Purchasers and the Hedge Providers under the Purchase Agreement, such rights, remedies, powers and privileges and (iii) that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Purchase Agreement. Originator agrees that the GFII, as the assignee of Buyer, and the Agent, as the assignee of the GFII, shall, subject to the terms of the Purchase and Sale Agreement and the Purchase Agreement respectively, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns in the provisions of this Agreement which set forth such rights and remedies) and Originator agrees to cooperate fully with the GFII, the Agent and the Purchasers in the exercise of such rights and remedies. Originator further agrees to give to the GFII and the Agent copies of all notices it is required to give to Buyer hereunder.

Characterization. (a) It is the intention of the parties hereto that that, except for income tax purposes, each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contractsinvoices, or any other obligations of the Seller or the such Originator. (b) The If the conveyance by the Seller hereby grants to the Collateral Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale for any purpose in addition to income tax purposes, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted to the Agent for the ratable benefit of the Purchasers a valid and duly perfected security interest in all of the Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arisingthe Receivables, the Collections, each Collection Account, all Related Security, all other rights and payments relating on or with respect to such Receivables, all other rights relating to and payments made in respect of Seller’s rights under the Receivables Sale Agreement Receivables, and all proceeds of any thereof prior to secure the prompt all other liens on and complete payment of the Aggregate Unpaidssecurity interests therein. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral any Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Collateral Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the The Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. . (c) The Seller represents and warrants that each remittance Purchasers hereby agree to treat the Purchaser Receivables Interests as debt instruments for purposes of Collections United States federal and state income tax or state franchise tax to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairsextent permitted by applicable law.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables the following assets now existing or hereafter arising: all Receivables, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof of the foregoing, and all other assets in which the Agent has acquired, may hereafter acquire and/or purports to have acquired an interest hereunder, prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.[SIGNATURE PAGES FOLLOW]

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a "Recharacterization"), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and duly perfected security interest in all of Seller’s right, Originator's right title and interest in, to and under all Receivables now existing or and hereafter arisingarising through and including the Termination Date, the Collectionsall Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller In the case of any Recharacterization, each of the Originator and the Buyer represents and warrants as to itself that each remittance of Collections by the Originator to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has will have been (i) in payment of a debt incurred by the Originator in the ordinary course of its business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of the Originator and the Buyer.

Characterization. (a) It is the intention of the ---------------- parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, -------- however, that (i) Seller shall be liable to each Purchaser and the Collateral ------- Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller Seller, CGSF or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, CGSF or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s 's rights under the Receivables Sale Agreement Agreements and all proceeds of any thereof to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreementa true sale thereof, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of Seller’s such Originator's right, title and interest interest, now owned or hereafter acquired, in, to and under all Receivables now existing or and hereafter arising, the and in all Collections, Related Security with respect thereto, each Lock-Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants Each Originator hereby authorizes the Buyer (or its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (b) Each Originator acknowledges that each remittance of Collections Buyer, pursuant to the Collateral Purchase Agreement, shall assign to the Agent, for the benefit of the Agent and the Purchasers thereunder, all of its rights, remedies, powers and privileges under this Agreement and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted by the Purchase Agreement. Each Originator agrees that the Agent, as the assignee of the Buyer, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any Managing Agent consents or approvals of Buyer to be given or withheld hereunder, and, in any Purchaser hereunder has been (i) in payment of a debt incurred case without regard to whether specific reference is made to Buyer's assigns in the ordinary course provisions of its business or financial affairs this Agreement which set forth such rights and (iiremedies) made and each Originator agrees to cooperate fully with the Agent and the Purchasers in the ordinary course exercise of its business or financial affairssuch rights and remedies. Each Originator further agrees to give to the Agent copies of all notices it is required to give to Buyer hereunder.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator any Transferor or any other person arising in connection with the Receivables, the Related Security, or the related ContractsContracts or Invoices, or any other obligations of Seller or the Originatorany Transferor. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables the following assets, now existing or hereafter arising: (i) all Receivables, (ii) the Collections, (iii) each Lock-Box, (iv) each Collection Account, (v) all Related Security, (vi) all other rights and payments relating to such Receivables, (vii) all of Seller’s rights 's rights, title, and interest in, to and under the Receivables Performance Undertaking and the Sale Agreement Agreements (including, without limitation, (a) all rights to indemnification arising thereunder and (b) all UCC financing statements filed pursuant thereto), (viii) all proceeds of any thereof of the foregoing, and (ix) all other assets in which the Agent has acquired, may hereafter acquire and/or purports to have acquired an interest hereunder to secure the prompt and complete payment of the Aggregate Unpaids, which security interest shall be prior to all other Adverse Claims thereto. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to hereby authorizes the Collateral Agent, within the meaning of 9-509 of any Managing applicable enactment of the UCC, as secured party for the benefit of itself and of the Purchasers, to file, without the signature of the Seller or any Transferor, as debtors, the UCC financing statements contemplated herein and under the Sale Agreements. (c) In connection with Seller's transfer of its right, title and interest in, to and under the Sale Agreements, the Seller agrees that the Agent shall have the right to enforce the Seller's rights and remedies under the Sale Agreements, to receive all amounts payable thereunder or in connection therewith, to consent to amendments, modifications or waivers thereof, and to direct, instruct or request any action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course or any of its business or financial affairs their respective Affiliates to perform any of the obligations of the Seller under the Sale Agreements. To the extent that the Seller enforces the Seller's rights and (ii) made in remedies under the ordinary course Sale Agreements, from and after the occurrence of its business or financial affairsan Amortization Event, and during the continuance thereof, the Agent shall have the exclusive right to direct such enforcement by the Seller.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser of the Purchasers and the Collateral Agent Agents for all representations, warranties warranties, covenants and covenants indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of the Seller or the Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related ContractsContracts or Invoices, or any other obligations of the Seller Parties or the Originator. (b) The If the conveyance by the Seller to the Administrative Agent for the benefit of the Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law. In furtherance of the foregoing, the Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of the Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection AccountReceivables, all Related Securitypayments on or with respect thereto, all other rights and payments relating to such Receivablesthereto (including the Related Security), all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof thereof, whether now owned or existing or hereafter arising or acquired, to secure the prompt and complete payment Obligations. After a Servicer Default, the Administrative Agent, on behalf of the Aggregate Unpaids. After an Amortization EventPurchasers, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents . (c) Upon termination of this Agreement in accordance with its terms (including, without limitation, following the reduction of the Obligations to zero pursuant to Section 1.3), the security interest granted pursuant to Section 14.14(b) shall automatically terminate and warrants that each remittance be of Collections no further force and effect without performance of any act by any party hereto, and all rights to the Collateral AgentReceivable Interests, any Managing all payments on or with respect thereto, all other rights relating thereto, and all proceeds thereof shall automatically revert to the Seller. At the request and expense of the Seller following such termination, the Administrative Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in shall execute and deliver to the ordinary course of its business or financial affairs and (ii) made in Seller such documents as the ordinary course of its business or financial affairsSeller may reasonably request to evidence such termination.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest by Seller hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Managing Agent and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or Purchaser, the Collateral Agent, any Managing Agent or any assignee thereof of any of the foregoing of any obligation of Seller or the Originator any Cardinal Entity or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originatorany Cardinal Entity. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the all Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent Agent, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser (or the LC Bank, if applicable) with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to any Seller; provided, however, that (i) each Seller shall be liable to each Purchaser Purchaser, the LC Bank and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by such Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, the LC Bank or the Collateral Agent or any assignee thereof of any obligation of any Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Writings or Contracts, or any other obligations of any Seller or the any Originator. (b) The In addition to any ownership interest that the Agent may from time to time acquire pursuant hereto, each Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers (including in their capacities as LC Participants) and the LC Bank a valid and perfected security interest in all of such Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Agent, the Collateral Agent LC Bank and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and duly perfected security interest in all of SellerOriginator’s right, right title and interest in, to and under all Receivables now existing or and hereafter arising, arising through and including the Collections, each Collection AccountTermination Date, all Collections and Related Security, Security with respect thereto. each Lock-Box and Collection Account all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller In the case of any Recharacterization, each of the Originator and the Buyer represents and warrants as to itself that each remittance of Collections by the Originator to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has will have been (i) in payment of a debt incurred by the Originator in the ordinary course of its business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of the Originator and the Buyer.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest that the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection AccountLock-Box, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to the RPA Seller; provided, however, that (i) the RPA Seller shall be liable to each Purchaser Purchaser, the Investor Agent and the Collateral Agent for all representations, warranties and covenants made by the RPA Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, the Investor Agent or the Collateral Agent or any assignee thereof of any obligation of the RPA Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the RPA Seller or the any Originator. (b) The If the conveyance by the RPA Seller to the Investor Agents for the benefit of the Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law. In furtherance of the foregoing, the RPA Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of the RPA Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arisingthe Receivables, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such the Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent Agent, the Investor Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreementa true sale thereof, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and duly perfected security interest in all of Sellersuch Originator’s right, title and interest in, to and under all Receivables now existing or and hereafter arising, the all Collections, each Collection Account, all Related SecuritySecurity and Records with respect thereto, all other rights and payments relating to such the Receivables, all of Seller’s rights under the Receivables Sale Agreement each Lock-Box and Collection Account, all proceeds of any thereof the foregoing and all other assets in which the Buyer has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price of the Receivables generated by such Originator together with all of the other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence and during the continuance of an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller In the case of any Recharacterization, each of Originator and Buyer represents and warrants as to itself that each remittance of Collections by Originator to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has will have been (i) in payment of a debt incurred by Originator in the ordinary course of its business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of Originator and Buyer.

Characterization. (a) It is the intention of the parties hereto that each purchase of a Purchaser Interest hereunder shall constitute and be treated as an absolute and irrevocable salesale for all purposes other than financial accounting purposes, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser of the Purchasers and the Collateral Agent Agents for all representations, warranties and covenants made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related ContractsInvoices, or any other obligations of the Seller or the any Originator. (b) The Seller hereby grants to If, notwithstanding the Collateral Agent for the ratable benefit intention of the Purchasers parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a valid secured loan and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing not a sale or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of sale shall for any thereof to secure the prompt and complete payment reason be ineffective or unenforceable (any of the Aggregate Unpaids. After an Amortization Eventforegoing being a “Recharacterization”), the Collateral Agent and the Purchasers then this Agreement shall have, in addition be deemed to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to constitute a secured creditor after default security agreement under the UCC and other applicable law. In the case of any Recharacterization, which rights and remedies shall be cumulative. The the Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser the Purchasers hereunder has will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.” (b) The definitions of “Applicable Margin” and “Reserve Requirement” in Exhibit I to the RPA are deleted in their entirety.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the XXXXXXXXX RECEIVABLES PURCHASE AGREEMENT Collections, each Lock-Box, each P.O. Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser and the Committed Investors with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser the Purchaser, the Committed Investors and the Collateral Administrative Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by the Purchaser, any Purchaser Committed Investor or the Collateral Administrative Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Administrative Agent, the Purchaser or the Committed Investors may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent Administrative Agent, for the ratable benefit of the Purchasers Secured Parties, a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Lock-Box, each Blocked Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Administrative Agent, on behalf of the Collateral Agent and the Purchasers Secured Parties, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of an interest in the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers Purchasers, a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent The Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a ”Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. The In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser the Purchasers hereunder has will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC (or any comparable law) and other applicable law, which rights and remedies shall be cumulative. (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. The In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser the Purchasers hereunder has will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser Purchasers with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser the Purchasers and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent or the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Secured Parties a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof of the foregoing prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventTo the fullest extent permitted by applicable law, Seller hereby authorizes the Collateral Agent and its counsel to file the Purchasers UCC or PPSA financing statements (and any and all amendments thereto and continuations thereof), which financing statements may include “all-assets” descriptions of collateral, necessary or desirable in the opinion of the Agent to perfect or maintain the perfection of the Agent’s security interest granted herein or any portion thereof, in each of the foregoing cases, without the signature and without further authorization of Seller. The Agent, on behalf of the Secured Parties, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC UCC, the PPSA (as applicable) and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Funding Agent and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, any Funding Agent or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, the Demand Note, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or contribution by Seller to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “ Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and duly perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or and hereafter arising, the all Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement Account and all proceeds of any thereof the foregoing, which security interest shall be prior to secure the prompt and complete payment of the Aggregate Unpaidsall other Adverse Claims thereto. After the occurrence of an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The In the case of any Recharacterization, each of the Seller and the Buyer represents and warrants as to itself that each remittance of Collections by the Seller to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has will have been (i) in payment of a debt incurred by the Seller in the ordinary course of its business or financial affairs of the Seller and the Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of the Seller and the Buyer.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.41

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser of the Purchasers and the Collateral Agent Agents for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(c), any transfer by any Originator to the Buyer of Receivables hereunder shall be characterized in any manner other than a true sale or true contribution or such transfer for any reason shall be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase hereunder transfer shall constitute a true sale or true contribution and be treated as an absolute and irrevocable saleassignment thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership each of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller Originators hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of Sellersuch Originator’s right, title and interest in, to and under (i) all Receivables now existing as of the close of business on the applicable Initial Cutoff Date or hereafter arisingthereafter arising from time to time prior to the Termination Date, the Collections, each Collection Account, and all Related Security, all other rights and payments relating to such Receivablesthereto, (ii) all of Seller’s rights under Related Security relating thereto, whether existing on the Receivables Sale Agreement applicable Initial Cutoff Date or thereafter arising, (iii) all Collections thereof, whether existing on the applicable Initial Cutoff Date or thereafter arising, (iv) each Lock-Box and each Lock-Box Account, whether existing on the applicable Initial Cutoff Date or thereafter arising, and (v) all proceeds of any thereof of the foregoing, whether existing on the applicable Initial Cutoff Date or thereafter arising (collectively, the “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Aggregate Unpaids. After Buyer to each Originator in an Amortization Eventamount equal to the aggregate Purchase Price for the Purchased Receivables originated by such Originator (and, in the case of CMC, the Collateral Agent Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of such Originator hereunder, which security interest, each of the Originators hereby represents and the Purchasers warrants, is valid, duly perfected and prior to all Adverse Claims. The Buyer and its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; providedPROVIDED, howeverHOWEVER, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or capital contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase sale or capital contribution of Receivables hereunder shall constitute and be treated a true sale or capital contribution thereof, as an absolute and irrevocable saleapplicable, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of SellerOriginator’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing or and hereafter arisingarising (including, without limitation, all Receivables sold hereunder after the Termination Date), all Collections, each Collection Account, all Related SecuritySecurity with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the prompt obligation to remit all Collections with respect to such Receivables to Buyer and complete payment of (b) the Aggregate Unpaidsobligation to transfer such Receivables to Buyer with a value at least equal to the Purchase Price thereof) which security interest shall be prior to all other Adverse Claims thereto. After an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents In the case of any Recharacterization, Originator and warrants Buyer each represent and warrant that each remittance of Collections and other property by Originator to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has shall have been (i) in payment of a debt incurred by Originator in the ordinary course of its business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of Originator and Buyer. (b) Originator hereby authorizes Buyer (and any of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file the UCC financing statements contemplated hereby. (c) Originator acknowledges (i) that Buyer, pursuant to the Purchase Agreement, shall assign as collateral security to the Administrative Agent, for the benefit of the Administrative Agent, the Managing Agents and the Purchasers under the Purchase Agreement, all of its rights, remedies, powers and privileges (but none of its obligations) hereunder and (ii) that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Purchase Agreement. Originator agrees that the Administrative Agent, as the collateral assignee of Buyer, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and Originator agrees to cooperate fully with the Administrative Agent and the Purchasers in the exercise of such rights and remedies. Originator further agrees to give to the Administrative Agent copies of all notices it is required to give to Buyer hereunder.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance Table of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.Contents

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.2(c), any sale or contribution by IPCO to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller IPCO hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and duly perfected security interest in all of SellerIPCO’s right, title and interest in, to and under all Receivables now existing or and hereafter arising, the Collectionsall Collections and Related Security with respect thereto, each Lock Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate Unpaids. After an Amortization EventPurchase Price of the Receivables together with all other obligations of IPCO hereunder (collectively, the Collateral Agent “IPCO Collateral”), which security interest shall be prior to all other Adverse Claims thereto. Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller In the case of any Recharacterization, each of IPCO and the Buyer represents and warrants as to itself that each remittance of Collections by IPCO to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has will have been (i) in payment of a debt incurred by IPCO in the ordinary course of its business or financial affairs of IPCO and the Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of IPCO and the Buyer. 1.2 The following new definition is hereby inserted into Exhibit I to the Existing Agreement in the appropriate alphabetical order:

Characterization. (a) It is the intention of the parties hereto that that, except for tax purposes, each purchase hereunder shall constitute and be treated as an absolute and irrevocable salesale (for non-tax purposes), which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale (for non-tax purposes) of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by the Seller pursuant to the terms of this Agreement, and (ii) such sale (for non-tax purposes) does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contractsinvoices, or any other obligations of the Seller or the such Originator. (b) The If the conveyance by the Seller hereby grants to the Collateral Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale for any purpose in addition to tax purposes, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted to the Agent for the ratable benefit of the Purchasers a valid and duly perfected security interest in all of the Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arisingthe Receivables, the Collections, each Collection Account, all Related Security, all other rights and payments relating on or with respect to such Receivables, all other rights relating to and payments made in respect of Seller’s rights under the Receivables, the Receivables Sale Agreement Purchase Agreement, and all proceeds of any thereof prior to secure the prompt all other liens on and complete payment of the Aggregate Unpaidssecurity interests therein. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants It is the intention of all parties hereto that each remittance purchase hereunder shall be characterized as a secured loan for income tax purposes. It is the intention of Collections to all parties hereto that each party will act in a manner consistent with the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment treatment of each purchase as a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairssecured loan for income tax purposes.

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser Blue Ridge with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Blue Ridge and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Blue Ridge or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent or Blue Ridge may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Blue Ridge a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Agent, the Collateral Agent and the Purchasers on behalf of Blue Ridge, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the ---------------- parties hereto that each purchase of a Purchaser Interest hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator Seller, AIL or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the OriginatorAIL. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, the Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s 's rights under the Receivables Sale Agreement and all proceeds of any thereof of the foregoing prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser and the Collateral each Managing Agent for all representations, warranties and covenants made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral any Managing Agent or any assignee thereof of any obligation of the Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related ContractsContracts and the Accounts, or any other obligations of the Seller or the Originator. (b) The If the conveyance by the Seller hereby grants to the Collateral Agent Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall have granted to the Agent, for the ratable benefit of the Purchasers Agent, the Managing Agents and the Purchasers, a valid and duly perfected security interest in all of the Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arisingthe Receivables, the Collections, each Collection Account, each Interest Rate Swap Agreement, all Related Security, all other rights and payments relating on or with respect to such Receivables, all other rights relating to and payments made in respect of Seller’s rights under the Receivables Sale Agreement Receivables, and all proceeds of any thereof prior to secure the prompt all other liens on and complete payment of the Aggregate Unpaids. After an Amortization security interests therein, and after a Termination Event, the Managing Agents, the Purchasers, and each Swap Counterparty (with respect to the corresponding Swap Cash Collateral Agent and the Purchasers Account) shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable lawlaw (including without limitation the right to foreclose upon the Receivables, Related Security, Collections, any Swap Cash Collateral Accounts and proceeds thereof and sell such collateral following a Termination Event, in each case pursuant to the requirements of the UCC), which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of an interest in the applicable Purchaser SLOT Interest. Except as specifically provided in this Agreement, each sale of a Purchaser SLOT Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each the SLOT Purchaser and the Collateral SLOT Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any the SLOT Purchaser or the Collateral SLOT Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the SLOT Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral SLOT Agent for the ratable benefit of the Purchasers SLOT Purchaser, a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate SLOT Unpaids. After an Amortization Event, the Collateral The SLOT Agent and the Purchasers SLOT Purchaser shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. The In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing SLOT Agent or any the SLOT Purchaser hereunder has will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of the Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related ContractsInvoices, or any other obligations of the Seller or the Originator. (b) The If the conveyance by the Seller hereby grants to the Collateral Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted to the Agent for the ratable benefit of the Purchasers a valid and duly perfected security interest in all of the Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arisingthe Receivables, the Collections, each Collection Account, all Related Security, all other rights and payments relating on or with respect to such Receivables, all other rights relating to and payments made in respect of Seller’s rights under the Receivables Sale Agreement Receivables, and all proceeds of any thereof prior to secure the prompt all other liens on and complete payment of the Aggregate Unpaidssecurity interests therein. After an Amortization Eventa Servicer Default, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.[SIGNATURE PAGES FOLLOW] 44

Characterization. (a) It is the intention of the parties hereto that each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Managing Agent and the Collateral Administrative Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, any Managing Agent or the Collateral Administrative Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the any Originator. (b) The In addition to any ownership interest which the Administrative Agent, on behalf of the Purchasers, may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent Administrative Agent, for the ratable benefit of the Purchasers and the other Indemnified Parties, a valid and perfected security interest in all of Seller’s right, title and interest in, to and under (collectively, the “Collateral”): all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights rights, title, and interest in, to and under the Receivables Sale Agreement (including, without limitation, (a) all rights to indemnification arising thereunder, (b) all rights of MPC LP under each of the Receivables Transfer Agreement (Canada) and the Receivables Transfer Agreement (U.S.) transferred to Seller pursuant to the Receivables Sale Agreement and (c) all UCC financing statements and PPSA financing statements filed pursuant thereto), all amounts paid to Cash-Collateralize any Letter of Credit, all proceeds of any thereof of the foregoing and all other assets in which the Administrative Agent has acquired, may hereafter acquire and/or purports to have acquired an interest hereunder, prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC UCC, the PPSA and other applicable law, which rights and remedies shall be cumulative. (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. The In the case of any Recharacterization, Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Administrative Agent or any Purchaser the Purchasers hereunder has will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller Seller, CGSF or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, CGSF or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement Agreements and all proceeds of any thereof to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest by a Seller hereunder is made without recourse to such Seller; provided, however, that (i) such Seller shall be liable to each Purchaser Purchaser, each Managing Agent and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by such Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or Purchaser, the Collateral Agent, any Managing Agent or any assignee thereof of any of the foregoing of any obligation of Seller the Sellers or the Originator any Cardinal Entity or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller the Sellers or the Originatorany Cardinal Entity. (b) The In addition to any ownership interest any Purchaser may from time to time acquire in a Purchaser Interest pursuant hereto, (i) the Original Seller reaffirms its grant of security interests to the Agent pursuant to the Existing Agreement and (ii) each Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of such Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the all Collections, each Lock-Box, each Collection Account, the LC Collateral Account and all funds from time to time held therein, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof (the forgoing, collectively, the “Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent Agent, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Managing Agent and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser Purchaser, any Managing Agent or the Collateral Agent or any assignee thereof of any obligation of Seller or the Seller, Insight, any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, Insight or the any Originator. (b) The In addition to any ownership interest which the Agent and the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under Receivables and the Receivables Sale Agreement (including, without limitation, (a) all rights to indemnification arising thereunder, and (b) all UCC financing statements filed pursuant thereto), all proceeds of any thereof and all other assets in which the Agent on behalf of the Purchasers has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections hereby assigns its security interests against the Originators under the Receivables Sale Agreement to the Collateral AgentAgent for the benefit of the Purchasers. (c) In connection with Seller’s transfer of its right, title and interest in, to and under the Receivables Sale Agreement, Seller agrees that the Agent on behalf of the Purchasers shall have the right to enforce Seller’s rights and remedies under the Receivables Sale Agreement to receive all amounts payable thereunder or in connection therewith, to consent to amendments, modifications or waivers thereof, and to direct, instruct or request any Managing action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course or any of its business or financial affairs their respective Affiliates to perform any of the obligations of Seller under the Receivables Sale Agreement. To the extent that Seller enforces Seller’s rights and (ii) made in remedies under the ordinary course Receivables Sale Agreement from and after the occurrence of its business or financial affairsan Amortization Event, and during the continuance thereof, the Agent shall have the exclusive right to direct such enforcement by Seller.

Characterization. (a) It is the intention of the parties hereto that that, notwithstanding its legal form, each purchase Purchase hereunder shall constitute and be treated as an absolute a financing transaction and irrevocable salesecured loan for all purposes under applicable law, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interestincluding, without limitation, for legal, accounting and United States federal, state and local income tax purposes. Except as specifically provided in this AgreementAccordingly, each sale of a Purchaser Receivable Interest hereunder is made without with full recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant . Without limitation to the terms of this Agreementforegoing, and (ii) no such sale does not Purchase shall constitute and or is not intended to result in an assumption by any Purchaser of the Agents or the Collateral Agent Purchasers or any assignee thereof of any obligation of Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, Security or the related Contracts, or any other obligations of any Seller Party or the any Originator. (b) The In addition to any ownership interest which the Administrative Agent, for the benefit of the Purchasers, may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers Purchasers, a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Lock-Box, each Lock-Box Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds Proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Administrative Agent, on behalf of the Collateral Agent and the Purchasers Purchasers, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the Relevant UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to SellerSellers; providedPROVIDED, howeverHOWEVER, that (i) Seller Sellers shall be liable to each the Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller Sellers pursuant to the terms of this Agreement, Agreement and (ii) such sale does not constitute and is not intended to result in an assumption by any the Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator Sellers or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, Contracts or Invoices or any other obligations of Seller or the OriginatorSellers. (b) The Seller In addition to any ownership interest which the Purchaser may from time to time acquire pursuant hereto, Sellers hereby grants grant to the Collateral Agent for the ratable benefit of the Purchasers Purchaser a valid and perfected security interest in all of Seller’s Sellers' right, title and interest in, to and under all Receivables the following assets, now existing or hereafter arising: (i) all Receivables, (ii) the Collections, each (iii) the Collection Account, (iv) all Related Security, (v) all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and (vii all proceeds of any thereof of the foregoing, and (vii) all other assets to, under or in which the Purchaser has acquired, may hereafter acquire and/or purports to have acquired an interest hereunder prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers The Purchaser shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser of the Purchasers and the Collateral Agent Agents for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser of the Purchasers or the Collateral Agent Agents or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, Receivables or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, to secure the prompt and complete payment of the Aggregate Unpaids, Seller hereby grants to the Collateral Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest ininterest, to and under all Receivables now existing or hereafter arising, in (i) the Receivables, the Related Security and the Collections, each Collection (ii) the Facility Account and the Servicer’s Concentration Account, all Related Security, all other rights and payments relating to such Receivables, all of (iii) Seller’s rights and remedies under the Receivables Receivable Sale Agreement Agreement, and (iv) all proceeds of any thereof prior to secure the prompt all other liens on and complete payment of the Aggregate Unpaidssecurity interests therein. After an Amortization Event, the Collateral Agent The Agents and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any sale or contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable salea true sale thereof, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and duly perfected security interest in all of SellerOriginator’s right, right title and interest in, to and under all Receivables now existing or and hereafter arisingarising through and including the Termination Date, the Collectionsall Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After an Amortization Event, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller In the case of any Recharacterization, each of the Originator and the Buyer represents and warrants as to itself that each remittance of Collections by the Originator to the Collateral Agent, any Managing Agent or any Purchaser Buyer hereunder has will have been (i) in payment of a debt incurred by the Originator in the ordinary course of its business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of its business or financial affairsaffairs of the Originator and the Buyer.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties warranties, covenants and covenants indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables the following assets now existing or hereafter arising: the Receivables, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof of the foregoing, and all other assets in which the Agent has acquired, or may hereafter acquire and/or purport to have acquired an interest in hereunder (the “SFC Collateral”), prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 2(b) of this Amendment, the transfer by the New Originator to the Buyer of New Originator Receivables Assets in accordance with this Amendment shall be characterized in any manner other than a true sale or such transfer for any reason shall be ineffective or unenforceable, then this Amendment and the Sale Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase hereunder such transfer shall constitute a true sale and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivablesassignment thereof, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller New Originator hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of Sellerthe New Originator’s right, title and interest in, to and under all the New Originator Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement Assets and all proceeds thereof, whether existing as of any thereof the close of business on September 30, 2017 or thereafter arising through and including the Termination Date (the New Originator’s “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Aggregate Unpaids. After Buyer to the New Originator in an Amortization Eventamount equal to the aggregate Purchase Price therefor, together with all other obligations of the New Originator hereunder or under the Sale Agreement, which security interest, the Collateral Agent New Originator hereby represents and the Purchasers warrants, is valid, duly perfected and prior to all Adverse Claims. The Buyer and its assigns shall have, in addition to the rights and remedies that which they may have under this the Sale Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is the intention of the parties hereto that that, other than for federal, state and local income and franchise tax purposes, each purchase Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser TPF with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser TPF and the Collateral Agent Administrator for all representations, warranties warranties, covenants and covenants indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser TPF or the Collateral Agent Administrator or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or any Originator. It is the Originator.intention of the parties hereto that for federal, state and local income and franchise tax purposes TPF’s acquisition of the Receivable Interests shall be treated as a secured loan by TPF to the Seller, and each party hereto agrees to characterize all Purchases hereunder as secured loans on all tax returns filed by such party (b) The In addition to any ownership interest which the Administrator or TPF may from time to time acquire pursuant hereto, the Seller hereby grants to the Collateral Agent Administrator for the ratable benefit of the Purchasers TPF a valid and perfected security interest in all of the Seller’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all proceeds of Seller’s rights under the Receivables Sale Agreement foregoing and all proceeds other assets of any thereof the Seller prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization EventThe Administrator, the Collateral Agent and the Purchasers on behalf of TPF, shall have, in addition to the rights and remedies that they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 2.01(b), any sale by any Originator to the Buyer of any Receivable Assets hereunder shall be characterized as a secured loan and not as a sale or absolute transfer thereof or such sale or transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase the sale of Originator Receivables hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreementa true sale thereof, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of Sellersuch Originator’s right, title and interest in, to and under all of its Originator Receivables now existing or and hereafter arising, the Collectionsall Collections and Related Security with respect thereto, each Collection Account, all Related Securitylock-box and lock-box account to which any Collections are remitted or deposited, all other rights and payments relating to such Receivables, all of Seller’s rights under the Originator Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsInitial Purchase Price or the Purchase Price (as applicable) of the Originator Receivables together with all other obligations of such Originator hereunder, and such Originator covenants that it shall take all actions reasonably necessary to ensure that such security interest shall be prior to all other Adverse Claims thereto. Furthermore, in the event the sale of the Receivable Assets hereunder is characterized other than as a sale, each of the Buyer and the Originators represents, as to itself, that each remittance of Collections by such Originator to the Buyer or its assignees under this Agreement will have been (i) in payment of a debt incurred by such Originator in the ordinary course of business or financial affairs of such Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of such Originator and the Buyer. After an Amortization Eventthe Termination Date, the Collateral Agent Buyer and the Purchasers its assigns shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto that each purchase expressed in Section 2.1(b), the conveyance by the Seller to the Purchaser of Receivables hereunder shall constitute be characterized as a secured loan and be treated as an absolute and irrevocable not a sale, which purchase this Agreement shall provide the nonetheless constitute a security agreement under applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interestlaw. Except as specifically provided in For this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivablespurpose, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Purchaser a valid and duly perfected security interest in all of the Seller’s 's right, title and interest in, to and under all Receivables now existing or hereafter arising(i) Receivables, (ii) all Related Security with respect to such Receivables, (it being understood that nothing contained in this Agreement shall constitute a delegation of the CollectionsSeller's duties under the Contracts related to the Receivables), (iii) all Records, (iv) all of the Seller's right, title and interest in each Collection Accountpost office box and related post office box address and Lock-Box Account to which Collections are sent, all Related Securityamounts on deposit therein, all other rights certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, and all related agreements between the Seller and the Lock-Box Banks, (v) all Collections with respect to the foregoing, (vi) all payments relating on or with respect to such Receivables, all other rights relating to and payments made in respect of Seller’s rights under the Receivables Sale Agreement Receivables, and (vii) all proceeds of any thereof to secure the prompt and complete payment of the Aggregate Unpaidsforegoing. After an Amortization any Termination Event, the Collateral Agent Purchaser and the Purchasers its assignees shall have, in addition to the rights and remedies that which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents In that regard, the Purchaser is hereby granted a license or other right to use, without charge, the Seller's copyrights, rights of use of any name, trade names, trademarks, service marks and warrants that each remittance of Collections to the Collateral Agentadvertising matter, any Managing Agent or any Purchaser hereunder has been (i) in payment property of a debt incurred similar nature, as it may pertain to Related Security comprising repossessed or returned inventory the sale or lease of which shall have given rise to a Receivable and in order to facilitate the disposition by the Purchaser of such inventory. In connection with the grant of the transfer of ownership or security interest in the ordinary course of its business or financial affairs and (ii) made Receivables, by signing this Agreement in the ordinary course space provided, the Seller hereby authorizes the filing of its business or financial affairsall applicable UCC financing statements in all necessary jurisdictions.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(c) and Section 1.2(e), any (a) transfer by a US Originator of Receivables to Smithfield, (b) contribution of Receivables by Smithfield to SFFC or by SFFC to Buyer, or (c) sale by a US Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution, or such transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each purchase conveyance of Receivables by a US Originator or Smithfield hereunder shall constitute and be treated a true sale or other absolute assignment thereof, as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that applicable: (i) Seller each of Smithfield and SFFC hereby grants to Buyer a security interest in all of its right, title and interest in and to the Aggregate Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Buyer’s paid-in capital and capital surplus booked at the time of the issuance to SFFC or Smithfield, as applicable, of Buyer’s Equity Interests, together with all other obligations of SFFC or Smithfield, as applicable, to Buyer hereunder, which security interest shall be liable prior to each Purchaser and all other Adverse Claims (except as created under the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this AgreementTransaction Documents), and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the each US Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers Buyer a valid and perfected security interest in all of Sellersuch US Originator’s right, title and interest in, to and under all Receivables of such US Originator which are now existing or hereafter arising, the Collectionsall Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Aggregate UnpaidsPurchase Price owing to such US Originator. After an Amortization Event, the Collateral Agent and the Purchasers Buyer shall have, in addition to the rights and remedies that they which it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.