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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of 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, 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. The Administrator, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it 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.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller Agreement shall be liable deemed to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or hereafter arising, before the Collections, each LockCut-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, off Date) and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaidsforegoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The AdministratorSeller and the Purchaser shall, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under extent consistent with this Agreement, all other rights take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and remedies provided will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to a secured creditor under execute and file such UCC financing statements as the UCC and other applicable law, which rights and remedies shall be cumulativePurchaser may deem necessary or appropriate to accomplish the foregoing.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Collateral Agent for all representations, warranties, warranties and covenants and 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 or the Collateral Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 any the Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, The Seller hereby grants to the Administrator Collateral Agent for the ratable benefit of Secured Parties 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. The AdministratorAfter an Amortization Event, on behalf of Secured Parties, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller Agreement shall be liable deemed to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or hereafter arising, before the Collections, each LockCut-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, off Date) and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaidsforegoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The AdministratorSeller and the Purchaser shall, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under extent consistent with this Agreement, all other rights take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and remedies provided will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to a secured creditor under execute and file such UCC financing statements as the UCC and other applicable law, which rights and remedies shall be cumulativePurchaser may deem necessary or appropriate to accomplish the foregoing.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Agent for all representations, warranties, covenants and 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 Administratorany Purchaser, any Purchaser Managing Agent or any Purchaser the Agent or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent and the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The AdministratorAgent, on behalf of Secured Parties, the Purchasers and the Program F/X Counterparties shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller Finance LLC hereby grants to the Administrator for the benefit of Secured Parties 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 Lock-Box, each Collection AccountBox and Blocked Account and all agreements related thereto, all Related Securityof Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all other payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and payments relating to such Receivableswarranties 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 all other liens on Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured Parties, its assigns shall have, in addition to the rights and remedies that it 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.

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 Administrator Agent (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the AdministratorAgent, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 AdministratorAgent, any Purchaser Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator Agent or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent, for the benefit of Secured Parties 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, 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. The AdministratorAgent, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it 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. (c) Notwithstanding Sections 13.12(a) and 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 Receivables under the Transaction Documents as one or more secured loans made by the Purchasers to 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 Administrator (for the benefit of the Secured Parties) applicable Investor with the full benefits of ownership of the applicable Receivable Investor Interest. Except as specifically provided in this Agreement, each sale of a Receivable an Investor Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents each Investor and the Purchasers Program Agent for all representations, warranties, covenants and 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 Investor or the Administrator, any Purchaser Program Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 any the Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Program Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Program Agent for the ratable benefit of Secured Parties the 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 Lock-Box, each Collection AccountBox 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, Receivables 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. The Administrator, on behalf of Secured Parties, Program Agent and the Investors shall have, in addition to the rights and remedies that it 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. Seller 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 of the Investors, to file, without the signature of Seller or the Originator, as debtors, the UCC financing statements contemplated herein and under each Sale Agreement. (c) In connection with Seller’s assignment of its right, title and interest in, to and under the Sale Agreements to the Program 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 action thereunder, but in each case without any obligation on the part of the Program Agent or any Investor or any of its or 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 (acting at the direction of the Required Committed Investors). (d) This Agreement and the transactions contemplated hereby have been structured with the intention that they be treated as a financing transaction for purposes of federal, state and local income and franchise taxes and any other tax imposed on or measured by income.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to each of the Administrator, the Purchaser Agents Purchasers and the Purchasers Administrative Agent for all representations, warranties, covenants and 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 or the Administrative Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller Agreement shall be liable deemed to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or hereafter arising, before the Collections, each LockCut-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, off Date) and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaidsforegoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The AdministratorSeller and the Purchaser shall, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under extent consistent with this Agreement, all other rights take such actions, including, without limitation, the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and remedies provided to a secured creditor under will be maintained as such throughout the UCC term of this Agreement and other applicable law, which rights the Pooling and remedies shall be cumulativeServicing Agreement.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided 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 all other Adverse Claims (except as created under the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and indemnities 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 the Administrator, any Purchaser Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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, each Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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. The Administrator, on behalf of Secured Parties, Buyer and its assigns shall have, in addition to the rights and remedies that it which 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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-Post Office 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 (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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. The Seller hereby authorizes the Agent, within the meaning of Section 9-509 of any 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 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 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 purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to the Seller; provided provided, however, that (i) the Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Administrative Agent for all representations, warranties, covenants and 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 the Administratorany Purchaser, any Purchaser Managing Agent or any Purchaser the Administrative Agent or any assignee thereof of any obligation of Seller or any 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 any the Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, the Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, 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. The AdministratorAdministrative Agent, on behalf of Secured Parties, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that it 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. 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 Administrative Agent, any Managing Agent or any Purchaser hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller, the Administrative Agent and each Purchaser and (ii) made in the ordinary course of business or financial affairs 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 Administrator (for the benefit remittance of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in Collections by any Originator to Buyer under this Agreement, each sale of a Receivable Interest hereunder Agreement is made without recourse to Seller; provided that (i) Seller shall be liable to in payment of a debt incurred by the Administrator, applicable Originator in the Purchaser Agents ordinary course of business or financial affairs of such Originator and the Purchasers for all representations, warranties, covenants and indemnities 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 the Administrator, any Purchaser Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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 Lock-Box, each Collection Accountterms of this Agreement, all Collections and Related SecuritySecurity with respect thereto, all other rights and payments relating to such Receivables, Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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. The Administrator, on behalf of Secured Parties, Buyer and its assigns shall have, in addition to the rights and remedies that it which 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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, each Box and Collection Account, all Related Security, all other rights and payments relating related to such Receivables, the Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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. The Administrator, on behalf of Secured Parties, Buyer and its assigns shall have, in addition to the rights and remedies that it 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. 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 Buyer, pursuant to the 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 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 Agent and the Purchasers in the exercise of such 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 purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Administrative Agent for all representations, warranties, covenants and 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 or the Administrative Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any Originatorway 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) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, 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 UnpaidsUnpaids (collectively, the “Purchased Assets”). The Administrator, on behalf of Secured Parties, Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. (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. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder 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 salesale to Agent, on behalf of the Purchasers, for all purposes (other than federal and state income tax purposes), which such Purchase shall provide the Administrator (for the benefit Agent, on behalf of the Secured Parties) Purchasers, with the full benefits of ownership of the applicable Receivable InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchase hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 the Administrator, any Purchaser or Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller Agreement shall be liable deemed to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or hereafter arising, before the Collections, each LockCut-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, off Date) and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaidsforegoing into cash, instruments, securities or other property; (c) the assignment by the Depositor to the Trustee of its interests in the Mortgage Loans as contemplated by Section 17 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The AdministratorSeller and the Purchaser shall, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under extent consistent with this Agreement, all other rights take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and remedies provided will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to a secured creditor under execute and file such UCC financing statements as the UCC and other applicable law, which rights and remedies shall be cumulativePurchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. (a) It is the express intent of the parties hereto that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. It is, further, not the intention of the parties hereto that each Purchase hereunder shall constitute and such conveyance be treated as an absolute and irrevocable sale, which Purchase shall provide the Administrator (for the benefit deemed a pledge of the Secured Parties) with Mortgage Loans by the full benefits of ownership Seller to secure a debt or other obligation of the applicable Receivable InterestSeller. Except as specifically provided However, in this Agreementthe event that, each sale notwithstanding the intent of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administratorparties, the Purchaser Agents and Mortgage Loans are held to continue to be property of the Purchasers for all representations, warranties, covenants and indemnities made by Seller pursuant then (a) this Agreement shall also be deemed 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing or hereafter arising, amounts payable to the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, holder of the Mortgage Loans in accordance with the terms thereof and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaids. The Administratorforegoing into cash, on behalf instruments, securities or other property; (c) the possession by the Purchaser or any successor thereto of Secured Partiesthe related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall havebe deemed notifications to, in addition to or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the rights and remedies that it may have Purchaser or any successor thereto for the purpose of perfecting such security interest under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies . Any assignment of the interest of the Purchaser pursuant to any provision hereof shall also be cumulativedeemed to be an assignment of any security interest created hereby.

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 Administrator applicable Purchaser (for or the benefit of the Secured PartiesLC Bank, if applicable) with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to any Seller; provided provided, however, that (i) each Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents LC Bank and the Purchasers Agent for all representations, warranties, covenants and 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, the Administrator, any Purchaser LC Bank or the Agent or any Purchaser or any assignee thereof of any obligation of any Seller or 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 any Originator. (b) In addition to any ownership interest which that the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, each Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The AdministratorAgent, on behalf of Secured Parties, the LC Bank and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to any Seller; provided provided, however, that (i) each Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 the Administrator, any Purchaser or the Agent or any Purchaser or any assignee thereof of any obligation of any Seller or 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 any Originator. (b) In addition to any ownership interest which that the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, each Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Receivables Interest. Except as specifically provided in this Agreement, each sale of a Receivable Receivables Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to each of the Administrator, the Purchaser Agents Purchasers and the Purchasers Agents for all representations, warranties, covenants and 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 or Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties Buyer a valid and perfected security interest in all of SellerOriginator’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 and Records with respect thereto, each Lock-Box, each Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, the Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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 Originator together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. The AdministratorAfter the occurrence of a Termination Event, on behalf of Secured Parties, Buyer and its assigns shall have, in addition to the rights and remedies that it 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. 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 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. The 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 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 purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller (i) reaffirms its prior grant of a duly perfected security interest to the Agent pursuant to the Existing Agreement and (ii) hereby grants to the Administrator Agent for the ratable benefit of Secured Parties the Purchasers a valid and perfected continuing 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, and all proceeds of any thereof (collectively, the “Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC (or any comparable law) and other applicable law, which rights and remedies shall be cumulative. Each party hereto acknowledges and agrees that the security interest and liens granted in the Collateral under and pursuant to the Existing Agreement shall continue in full force and effect, and this Section 13.14(b) shall be deemed to be a continuation and reaffirmation, and not a replacement or novation, of the security interest and liens granted under and pursuant to the Existing Agreement. (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. In the case of any Recharacterization, Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller Agreement shall be liable deemed to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing amounts payable to the holder(s) of those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or hereafter arising, before the Collections, each LockCut-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, off Date) and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaidsforegoing into cash, instruments, securities or other property; (c) the assignment by SBMS VII to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Delaware Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The AdministratorSeller and the Purchaser shall, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under extent consistent with this Agreement, all other rights take such actions, including the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and remedies provided to a secured creditor under will be maintained as such throughout the UCC term of this Agreement and other applicable law, which rights the Pooling and remedies shall be cumulativeServicing Agreement.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Funding Agent and the Purchasers Agent for all representations, warranties, covenants and 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 Administratorany Purchaser, any Purchaser Funding Agent or any Purchaser the Agent or any assignee thereof of any obligation of Seller or any 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 any Originatora Transferor. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchase hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Administrative Agent for all representations, warranties, covenants and 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 Administratorany Purchaser, any Purchaser Managing Agent or any Purchaser the Administrative Agent or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent, on behalf of the Purchasers, may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent, for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. (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. In the case of any Recharacterization, Seller represents and warrants that each remittance of Collections to the Administrative Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of 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 Administrator applicable Purchaser (for or the benefit of the Secured PartiesLC Bank, if applicable) with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to any Seller; provided provided, however, that (i) each Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents LC Bank and the Purchasers Agent for all representations, warranties, covenants and 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, the Administrator, any Purchaser LC Bank or the Agent or any Purchaser or any assignee thereof of any obligation of any Seller or 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 any Originator. (b) In addition to any ownership interest which that the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, each Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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 UnpaidsUnpaids (collectively, the “Pool Assets”). The AdministratorAgent, on behalf of Secured Parties, the LC Bank and the Purchasers shall have, in addition to the rights and remedies that it they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable lawApplicable Law, which rights and remedies shall be cumulative. Each Seller hereby acknowledges and agrees that 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 Account, all Related Security, all other rights and payments relating 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 (each such term as defined in the Existing Agreement). Each such Seller hereby confirms such security interest and acknowledges and agrees that such security interest is continuing and is supplemented and restated by the security 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 1.2(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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, a true sale thereof: each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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 Lock-Box, each Collection Accountterms of this Agreement, all Collections and Related SecuritySecurity with respect thereto, all other rights and payments relating to such Receivables, Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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. Furthermore, to the extent that any Seller has been granted a security interest pursuant to this Section 1.7, such Seller hereby grants a valid and continuing security interest in such security interest to its applicable Transferee and such Transferee's assigns. The Administrator, on behalf of Secured Parties, applicable Transferee and its assigns shall have, in addition to the rights and remedies that it which 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller Seller, Transferor or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. The Seller 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 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 or any of its or 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 remedies under the Receivables Sale Agreement or the Transfer Agreement, 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 the Seller.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.2(b), any sale by the 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 sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each a true sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administratorthereof, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties Buyer a valid and perfected security interest in all of Sellerthe Originator’s right, title and interest in, to and under all Receivables now existing or and hereafter arising, the Collectionsand in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box, each Box and Collection Account, all Related Security), all other rights and payments relating to such Receivables, the Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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 the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. The Administrator, on behalf of Secured Parties, Buyer shall have, in addition to the rights and remedies that it which 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. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), 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) The Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall collaterally 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 in the Purchase Agreement. The Originator agrees that the Administrative Agent, as the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, 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 or collateral assignees in the provisions of this Agreement which set forth such rights and remedies) and the Originator agrees to cooperate fully with the Administrative Agent, the Scotiabank Group Agent and the Purchasers in the exercise of such rights and remedies. The Originator further agrees to give to the Administrative Agent copies of all notices it is required to give to Buyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller Agreement shall be liable deemed to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or hereafter arising, before the Collections, each LockCut-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, off Date) and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaidsforegoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by SECTION 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The AdministratorSeller and the Purchaser shall, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under extent consistent with this Agreement, all other rights take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and remedies provided will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to a secured creditor under execute and file such UCC financing statements as the UCC and other applicable law, which rights and remedies shall be cumulativePurchaser may deem necessary or appropriate to accomplish the foregoing.

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 Administrator (Agent for the benefit of the Secured Parties) Purchasers with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 any the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent for the benefit of the Purchasers may from time to time acquire pursuant hereto, the Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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 Lock-Box, each Collection Designated Account, all Designated Account Property, all other Related Security, all other rights and payments relating 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. The AdministratorAfter a Servicer Default, on behalf of Secured Parties, the Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of 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, 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. The Administrator, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it 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.. <signature pages follow>

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser 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 Administrator Agent for the ratable benefit of Secured Parties 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 Lock-Box, each Collection (ii) the Facility Account, all Related Security, all other (iii) Seller’s rights and payments relating to such Receivablesremedies under the Receivable Interest Sale Agreement, and (iv) 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 Unpaidstherein. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Transferee with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to SellerTransferor; provided PROVIDED, HOWEVER, that (i) Seller Transferor shall be liable to the Administrator, the Purchaser Agents each Transferee and the Purchasers Administrative Agent for all representations, warranties, covenants and 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 the Administrator, any Purchaser Agent Transferee or any Purchaser Agent or any assignee thereof of any obligation of Seller Transferor or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller Transferor hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties the 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, 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Transferees shall have, in addition to the rights and remedies that it 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. (c) Notwithstanding the foregoing the Transferor, Transferees and the Agents hereby agree to treat the Receivables Interests as indebtedness for purposes of United States federal and state income tax or state franchise tax to the extent permitted by applicable law.

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 hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide Market Street and/or the Administrator (for the benefit of the Secured Parties) LC Bank with the full benefits of ownership of the applicable Receivable InterestPurchased Assets. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchased Asset hereunder is made without recourse to the Seller; provided provided, however, that (i) the Seller shall be liable to the AdministratorMarket Street, the Purchaser Agents LC Bank and the Purchasers Administrator for all representations, warranties, covenants and 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 Market Street, the Administrator, any Purchaser Agent LC Bank or any Purchaser the Administrator or any assignee thereof of any obligation of the Seller or 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 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) In addition to any ownership interest which the Administrator Administrator, Market Street or any Purchaser the LC Bank may from time to time acquire pursuant hereto, the Seller hereby grants to the Administrator for the ratable benefit of Secured Parties Market Street, each Liquidity Bank and the 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, and all proceeds of any thereof the foregoing and all other assets of the Seller prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured PartiesMarket Street, each Liquidity Bank and the LC Bank, shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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, all Related Security with respect thereto, each Lock-Box, each Box and Collection Account, all Related Security, Account and all other rights and payments relating to such Receivables, Receivables 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 obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation 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 liens on Adverse Claims thereto. Buyer and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured Parties, its assigns shall have, in addition to the rights and remedies that it which 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, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator to Buyer hereunder shall 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. (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 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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties Buyer a valid and perfected security interest in all of SellerOriginator’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 and Records with respect thereto, each Lock-Box, each Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, the Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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 Originator together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. The AdministratorAfter the occurrence of a Termination Event, on behalf of Secured Parties, Buyer and its assigns shall have, in addition to the rights and remedies that it 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. 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 Buyer, pursuant to the Purchase Agreement, shall assign to the Administrative Agent, for the benefit of the Administrative Agent, the Managing Agents 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. The 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 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.(4)

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.1(b), any transfer by TPNA to the SPE 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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller TPNA hereby grants to the Administrator for the benefit of Secured Parties SPE and its assigns a valid and perfected security interest in all of SellerTPNA’s right, title and interest in, to and under all the 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, Assets and all proceeds thereof, whether existing as of any thereof prior to all other liens the close of business on the Initial Cutoff Date or thereafter arising through and security interests therein including the Termination Date (collectively, the “SPE’s Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Aggregate UnpaidsSPE to TPNA in an amount equal to the aggregate Purchase Price for the Purchased Receivables and the Purchase Price that would have been payable for the Contributed Receivables had they not been contributed to the SPE’s capital, together with all other obligations of TPNA hereunder, which security interest, TPNA hereby represents and warrants, is valid, duly perfected and prior to all Liens (other than Permitted Liens). The Administrator, on behalf of Secured Parties, SPE and its assigns shall have, in addition to the rights and remedies that it which 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.

Characterization. (a) It is the intention of the parties hereto that each 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 such Purchase shall provide the Administrator (for the benefit Agent, on behalf of the Secured Parties) Purchasers, with the full benefits of ownership of the applicable Receivable InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchase hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the each Purchaser Agents Agent and the Purchasers Agent for all representations, warranties, covenants and 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 Administratorany Purchaser, any Purchaser Agent or any Purchaser Agent or any assignee thereof of any obligation of Seller or 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 any Originator. (ba) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The AdministratorAgent, on behalf of Secured Parties, the Purchaser Agents and the Purchasers shall have, in addition to the rights and remedies that it 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.

Characterization. (a) It is the intention of the parties hereto that each 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 such Purchase shall provide the Administrator (for the benefit Agent, on behalf of the Secured Parties) Purchasers, with the full benefits of ownership of the applicable Receivable InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchase hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 the Administrator, any Purchaser or Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.2(c), any sale by an Originator, or contribution by Allied, to Buyer of Receivables, Related Security and Collections hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, 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 or contribution of Receivables, Related Security and Collections hereunder shall constitute and be treated a true sale and/or absolute assignment thereof, each Originator, as an absolute and irrevocable sale, which Purchase shall provide the Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this AgreementInitial Funding Date, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties Buyer a valid and perfected security interest in all of Seller’s such Originator's right, title and interest in, to and under all Receivables now as of the Initial Funding Date existing or hereafter and thereafter arising, the Collectionsall Collections and Related Security with respect thereto, each Lock-Box, each Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, the Receivables and all proceeds of any thereof prior to all other liens on and security interests therein the foregoing (collectively, the "Originator Collateral") 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, Related Security and Collections, together with all other obligations of such Originator hereunder, which security interest is, as of the Initial Funding Date, prior to all other Adverse Claims thereto. The AdministratorBuyer and its assigns shall, on behalf of Secured Partiesand after the Initial Funding Date, shall have, in addition to the rights and remedies that it which 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Receivables Interest. Except as specifically provided in this Agreement, each sale of a Receivable Receivables Interest hereunder is made without recourse to the Seller; provided provided, however, that (i) the Seller shall be liable -------- ------- to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, warranties and covenants and 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 the Administrator, any Purchaser or the Agent or any Purchaser or any assignee thereof of any obligation of the Seller or any 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 any the Originator. (b) In addition to any ownership interest which If the Administrator or any Purchaser may from time to time acquire pursuant hereto, conveyance by the Seller hereby grants to the Administrator 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 Secured Parties 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 Lock-Box, each Collection Account, all Related Security, all payments on or with respect to such Receivables, all other rights relating to and payments relating to such made in respect of the Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure therein. After a Termination Event, the prompt Agent and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured Parties, Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Administrative Agent for all representations, warranties, covenants and 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 or the Administrative Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, title and interest in, to and under the Sale 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. 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, 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 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 action thereunder, but in each case without any obligation on the part of the Administrative Agent or any Purchaser or any of its or 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 remedies under the Sale Agreements, 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Collateral Agent for all representations, warranties, warranties and covenants and 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 or the Collateral Agent or any Purchaser or any assignee thereof of any obligation of Seller Seller, CGSF or any 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 any the Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, The Seller hereby grants to the Administrator Collateral Agent for the ratable benefit of Secured Parties 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 Agreements 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. The AdministratorAfter an Amortization Event, on behalf of Secured Parties, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to the Seller; provided PROVIDED, HOWEVER, that (i) the Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, warranties and covenants and 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 the Administrator, any Purchaser or the Agent or any Purchaser or any assignee thereof of any obligation of the Seller or any 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 any the Originator. (b) In addition to any ownership interest which If the Administrator or any Purchaser may from time to time acquire pursuant hereto, conveyance by the Seller hereby grants to the Administrator 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 Secured Parties 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 Lock-Box, each Collection Account, all Related Security, all payments on or with respect to such Receivables, all other rights relating to and payments relating to such made in respect of the Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure therein. After a Servicer Default, the prompt Agent and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured Parties, Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. (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. In the case of any Recharacterization, Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Agent and the Purchasers Administrative Agent for all representations, warranties, covenants and 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 Administratorany Purchaser, any Purchaser Agent or any Purchaser the Administrative Agent or any assignee thereof of any obligation of Seller or any 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 any Originatora Transferor. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest by Seller hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Agent for all representations, warranties, covenants and 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, the AdministratorAgent, any Purchaser Managing Agent or any Purchaser or assignee of any assignee thereof of the foregoing of any obligation of Seller or any Originator 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 any OriginatorCardinal Entity. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, Receivables 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. The AdministratorAfter an Amortization Event, on behalf of Secured Partiesthe Agent, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the Purchaser Agents and each of the Purchasers and Agents for all representations, warranties, covenants and 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 or Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Agent for all representations, warranties, covenants and 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 Administratorany Purchaser, any Purchaser Managing Agent or any Purchaser the Agent or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent and the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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 ReceivablesReceivables 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. Seller hereby assigns its security interests against the Originators under the Receivables Sale Agreement to the Agent 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 action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser or any of its or 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 remedies under the Receivables Sale Agreement 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.

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 in the state of Connecticut, which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator.hereunder (b) If the conveyance by Seller to the 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 addition to any ownership interest which furtherance of the Administrator or any Purchaser may from time to time acquire pursuant heretoforegoing, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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 arisingthe Receivables, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such the 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. (c) For purposes of federal, state and local income taxes, sales taxes and similar taxes, the parties shall treat: (i) the amounts advanced from time to time to Seller by Company and any Purchaser as a loan to, and the indebtedness of, Seller and not as the proceeds from the sale by Seller of any interest in the Receivables or Related Security and (ii) the payments made by Seller to Agent for the benefit of the Company and any Purchaser as (in the following order) (x) the payment of any costs of Agent or any Purchasers that are required to be reimbursed hereunder, (y) interest on the outstanding balance from time to time of the loans made hereunder, and (z) the repayment of the principal balance of such loans.

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 purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchase hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Administrative Agent for all representations, warranties, covenants and 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 Administratorany Purchaser, any Purchaser Managing Agent or any Purchaser the Administrative Agent or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent, on behalf of the Purchasers, may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent, for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that it they may have under this Agreement, all other rights and remedies provided to a secured creditor 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. In the case of any Recharacterization, Seller represents and warrants that each remittance of Collections to the Administrative Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of 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 Administrator (for the benefit of the Secured Parties) Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to SellerSellers; provided PROVIDED, HOWEVER, that (i) Seller Sellers shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 the Administrator, any Purchaser Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 any OriginatorSellers. (b) In addition to any ownership interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller Sellers hereby grants grant to the Administrator for the benefit of Secured Parties 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 Lock-Box, each (iii) the Collection Account, (iv) all Related Security, (v) all other rights and payments relating to such Receivables, 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. The Administrator, on behalf of Secured Parties, Purchaser shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit conveyance of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties a valid and perfected security interest in all of Seller’s right, title and interest in, to and under the Collateral to the Buyer as provided in this Article II shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Event of Bankruptcy with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Loans and the other Collateral to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Article II is determined to be a transfer for security and not to be an absolute sale, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a security interest in all Receivables right, title and interest in, to and under the Collateral, now existing or and hereafter arisingcreated, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating 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 a loan deemed to have been made in an amount equal to the Aggregate Unpaidsaggregate Purchase Price of the Collateral together with all of the other obligations of the Seller hereunder. The Administrator, on behalf of Secured Parties, Buyer shall have, in addition to the rights and remedies that which it 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. The Seller authorizes the Buyer, the Administrative Agent and the Collateral Agent on behalf of the Secured Parties to file UCC financing statements naming the Seller as “debtor”, the Buyer as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in each jurisdiction that the Buyer deems necessary in order to protect the security interests in the Collateral granted under this Section 2.05.

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 Administrator (for the benefit of the Secured Parties) Blue Ridge with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided PROVIDED, HOWEVER, that (i) Seller shall be liable to the Administrator, the Purchaser Agents Blue Ridge and the Purchasers Agent for all representations, warranties, covenants and 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 Blue Ridge or the Administrator, any Purchaser Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator Agent or any Purchaser Blue Ridge may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The AdministratorAgent, on behalf of Secured PartiesBlue Ridge, shall have, in addition to the rights and remedies that it 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. (c) It is the intention of the parties hereto that the transactions contemplated by this Agreement will create indebtedness for United States federal, state and local income and franchise tax purposes (collectively, "Tax Purposes"). Except insofar as there shall have been a final determination by a court or governmental agency (in which a party hereto was a party) holding that such transactions (or any part thereof) are not indebtedness for any Tax Purposes or except, insofar as a party has received a legal opinion from legal counsel who is reasonably satisfactory to the other parties hereto, to the effect that substantial authority is lacking to treat such transactions as indebtedness for any Tax Purposes, the parties agree to treat the transactions contemplated by this Agreement as indebtedness for all Tax Purposes and not to take any action that would call into question such treatment. (signature pages follow)

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest by Seller hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Agent for all representations, warranties, covenants and 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, the AdministratorAgent, any Purchaser Managing Agent or any Purchaser or assignee of any assignee thereof of the foregoing of any obligation of Seller or any Originator 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 any OriginatorCardinal Entity. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The AdministratorAfter an Amortization Event, on behalf of Secured Partiesthe Agent, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that it 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.

Characterization. (ai) 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 Administrator (for the benefit of the Secured Parties) applicable Investor with the full benefits of ownership of the applicable Receivable Asset Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest Investment hereunder is made without recourse to Sellerthe SPV; provided provided, however, that (iA) Seller the SPV shall be liable to the Administrator, the Purchaser Agents each Investor and the Purchasers Agent for all representations, warranties, covenants and indemnities made by Seller SPV pursuant to the terms of this Agreement, and (iiB) such sale does not constitute and is not intended to result in an assumption by the Administrator, any Purchaser Investor or Agent or any Purchaser or any assignee thereof of any obligation of Seller SPV or any the Originator or any other person arising in connection with the Receivables, the Related Security, or the related ContractsAffected Assets, or any other obligations of Seller SPV or any the Originator. (bii) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller in order to secure the Aggregate Unpaids, the SPV hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties the Indemnified Parties, a valid and perfected security interest in all of Seller’s the SPV's right, title and interest in, to and under all Receivables Affected Assets 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, 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Investors shall have, in addition to the rights and remedies that it 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. (iii) If, notwithstanding the intention of the parties expressed above, any sale or transfer by the SPV hereunder shall be characterized as a secured loan and not as a sale, or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a "Recharacterization"), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. In the case of any Recharacterization, the SPV represents and warrants that each remittance of Collections to the Administrative Agent, any Managing Agent or any Investor hereunder will have been (A) in payment of a debt incurred in the ordinary course of business or financial affairs of the SPV or (B) made in the ordinary course of business or financial affairs of the SPV. (iv) The SPV hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as "all of debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.1(d). The SPV hereby authorizes the Administrative Agent, within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party for the benefit of itself and of the Investors, to file, without the signature of the SPV or the Originator, as debtors, the UCC financing statements contemplated herein and under the First Tier Agreement. The Administrative Agent shall promptly deliver a copy of any such UCC financing statements so filed to the SPV, provided that the Administrative Agent's failure to deliver such copy shall not effect the validity of such filing.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.2(b), any sale by any 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 sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreementa true sale thereof, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties Buyer a valid and 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 Collectionsand in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box, each Box and Collection Account, all Related Security), all other rights and payments relating to such Receivables, the Receivables and all proceeds of any thereof prior to all other liens on and security interests therein the foregoing to secure the prompt and complete payment of the Aggregate Unpaidsall of such Originator’s obligations hereunder, which security interest shall be prior to all other Adverse Claims thereto. The Administrator, on behalf of Secured Parties, Buyer shall have, in addition to the rights and remedies that it which 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. Each Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), 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 Buyer, pursuant to the Purchase Agreement, shall collaterally 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 in the Purchase Agreement. Each Originator agrees that the Administrative Agent, as the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, 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 or collateral assignees 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 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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest by a Seller hereunder is made without recourse to such Seller; provided provided, however, that (i) such Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Agent for all representations, warranties, covenants and 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, the AdministratorAgent, any Purchaser Managing Agent or any Purchaser or assignee of any assignee thereof of the foregoing of any obligation of Seller the Sellers or any Originator 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 any OriginatorCardinal Entity. (b) In addition to any ownership interest which the Administrator or 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 Administrator Agent for the ratable benefit of Secured Parties 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, Receivables 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. The AdministratorAfter an Amortization Event, on behalf of Secured Partiesthe Agent, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Agent for all representations, warranties, covenants and 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 Administratorany Purchaser, any Purchaser Managing Agent or any Purchaser the Agent or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent and the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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 ReceivablesReceivables 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. The Seller hereby assigns its security interests against the Originators under the Receivables Sale Agreement to the Agent 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 action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser or any of its or 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 remedies under the Receivables Sale Agreement 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.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.3(b), any sale by any Originator of Receivables hereunder shall be characterized as a secured loan and not as 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, 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 Administrator (for the benefit remittance of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in Collections by any Originator to Buyer under this Agreement, each sale of a Receivable Interest hereunder Agreement is made without recourse to Seller; provided that (i) Seller shall be liable to in payment of a debt incurred by the Administrator, applicable Originator in the Purchaser Agents ordinary course of business or financial affairs of such Originator and the Purchasers for all representations, warranties, covenants and indemnities 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 the Administratorthereof, any Purchaser Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties Buyer a valid and perfected continuing security interest in all of Sellersuch Originator’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all Receivables of such Originator which are now existing or hereafter arisingarising (including, without limitation, all Receivables of such Originator that arise after the CollectionsTermination Date) and are intended to be sold by such Originator to Buyer in accordance with the terms of this Agreement, all Collections and Related Security with respect thereto, each Lock-Box, each Box and Collection Account, all Related SecurityAccount and, all other rights and payments relating to such Receivables, Receivables and all proceeds of any thereof prior to the foregoing, and all other liens on assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and security interests therein provisions of this Agreement 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 purchased from such Originator together with all other obligations of such Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such 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. The Administrator, on behalf of Secured Parties, Buyer and its assigns shall have, in addition to the rights and remedies that it which 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. Each 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreementa true sale thereof, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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 Locklock-Box, each Collection Account, all Related Securitybox and lock-box account to which any Collections are remitted or deposited, all other rights and payments relating to such Receivables, the Originator Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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. The AdministratorFurthermore, on behalf in the event the sale of Secured Partiesthe 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 the Termination Date, the Buyer and its assigns shall have, in addition to the rights and remedies that it which 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.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans and the Loan REMIC Interests. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans and the Loan REMIC Interests by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the Loan REMIC Interests are held to continue to be property of the Seller, then: (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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller Agreement shall be liable deemed to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans and the Loan REMIC Interests provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under the Loan REMIC Interests and all Receivables now existing amounts payable to the holder(s) of the Mortgage Loans and the Loan REMIC Interests in accordance with the terms thereof (other than scheduled payments of interest and principal due on or hereafter arising, before the Collections, each LockCut-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, off Date) and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaids. The Administratorforegoing into cash, on behalf of Secured Partiesinstruments, shall have, in addition securities or other property; (c) the assignment by CSFB Mortgage Securities to the rights Trustee of its interests in the Mortgage Loans and remedies that it 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 Loan REMIC Interests as contemplated by Section 16 hereof shall be cumulative.deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Georgia Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable

Characterization. (a) It is the express intent of the parties hereto that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. Furthermore, it is not the intention of the parties hereto that each Purchase hereunder shall constitute and such conveyance be treated as an absolute and irrevocable sale, which Purchase shall provide the Administrator (for the benefit deemed a pledge of the Secured Parties) with Mortgage Loans by the full benefits of ownership Seller to secure a debt or other obligation of the applicable Receivable InterestSeller. Except as specifically provided However, in this Agreementthe event that, each sale notwithstanding the intent of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administratorparties, the Purchaser Agents and Mortgage Loans are held to continue to be property of the Purchasers for all representations, warranties, covenants and indemnities made by Seller pursuant then: (a) this Agreement shall also be deemed 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or hereafter arising, before the Collections, each LockCut-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, off Date) and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaidsforegoing into cash, instruments, securities or other property; (c) the assignments by the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 4(d) hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the [Georgia] Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The AdministratorSeller and the Purchaser shall, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under extent consistent with this Agreement, all other rights take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and remedies provided to a secured creditor under will be maintained as such throughout the UCC term of this Agreement and other applicable law, which rights the Pooling and remedies shall be cumulativeServicing Agreement.

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 Administrator (for the benefit of the Secured Parties) Purchasers with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided PROVIDED, HOWEVER, that (i) Seller shall be liable to the Administrator, the Purchaser Agents Purchasers and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator Agent or any Purchaser the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of 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 Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, 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. To the fullest extent permitted by applicable law, Seller hereby authorizes the Agent and its counsel to file the 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 AdministratorAgent, on behalf of the Secured Parties, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC UCC, the PPSA (as applicable) and other applicable law, which rights and remedies shall be cumulative.. (signature pages follow) 47

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of an interest in the applicable Receivable SLOT Interest. Except as specifically provided in this Agreement, each sale of a Receivable SLOT Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the SLOT Purchaser Agents and the Purchasers SLOT Agent for all representations, warranties, covenants and 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 SLOT Purchaser or SLOT Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser SLOT Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator SLOT Agent for the ratable benefit of Secured Parties the 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, 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. The Administrator, on behalf of Secured Parties, SLOT Agent and the SLOT Purchaser shall have, in addition to the rights and remedies that it 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. (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. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the SLOT Agent or the SLOT Purchaser hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs.

Characterization. (a) It is the intention of the ---------------- parties hereto that each Purchase purchase of a Purchaser Interest hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, warranties and covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 any OriginatorAIL. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, the Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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 of the foregoing prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The AdministratorAfter an Amortization Event, on behalf of Secured Parties, the Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreementa true sale thereof, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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 Lock-Box, each Collection Account, all Related SecuritySecurity and Records with respect thereto, all other rights and payments relating to such the Receivables, each Lock-Box and Collection Account, all proceeds of any thereof prior to the foregoing and all other liens on and security interests therein 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. The AdministratorAfter the occurrence and during the continuance of an Amortization Event, on behalf of Secured Parties, Buyer and its assigns shall have, in addition to the rights and remedies that it 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. 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 Buyer hereunder 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 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 purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to the Seller; provided provided, however, that (i) the Seller shall be liable to each of the Administrator, the Purchaser Agents Purchasers and the Purchasers Agents for all representations, warranties, warranties and covenants and 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 the Administrator, any Purchaser or Agent or any Purchaser or any assignee thereof of any obligation of the Seller or 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 any Originator. (b) In addition to any ownership interest which If, notwithstanding the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit of 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, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment intention of the Aggregate Unpaids. The Administratorparties expressed above, on behalf of Secured Parties, any sale or transfer by Seller hereunder shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to be characterized as a secured creditor 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, which rights the Seller represents and remedies shall be cumulativewarrants that each remittance of Collections to any Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs.” (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 that, except for income tax purposes, each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to the Seller; provided PROVIDED, HOWEVER, that (i) the Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, warranties and covenants and 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 the Administrator, any Purchaser or the Agent or any Purchaser or any assignee thereof of any obligation of the Seller or 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 any such Originator. (b) In If the conveyance by the Seller to the Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale for any purpose in addition to any ownership interest which income tax purposes, it is the Administrator or any Purchaser may from time intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to time acquire pursuant hereto, Seller hereby grants have granted to the Administrator Agent for the ratable benefit of Secured Parties 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 Lock-Box, each Collection Account, all Related Security, all payments on or with respect to such Receivables, all other rights relating to and payments relating to such made in respect of the Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure therein. After an Amortization Event, the prompt Agent and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured Parties, Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Collateral Agent for all representations, warranties, covenants and 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 any Purchaser Agent or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Collateral Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Collateral Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. (c) The Seller and Purchasers hereby agree to treat the Purchaser Receivables Interests as debt instruments for purposes of United States federal and state income tax or state franchise tax to the extent 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 sale, which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of an interest in the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agents and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent and the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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 ReceivablesReceivables 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. Seller hereby assigns its security interests against the Originators under the Receivables Sale Agreement to the Agent 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 action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser or any of its or 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 remedies under the Receivables Sale Agreement 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.

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 Administrator (for the benefit conveyance of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties a valid and perfected security interest in all of Seller’s right, title and interest in, to and under the Collateral (including, without limitation, the Closing Date Collateral Loans) to the Buyer as provided in this Article II shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Event of Bankruptcy with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Loans and the other Collateral to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Article II is determined to be a transfer for security and not to be an absolute sale, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a security interest in all Receivables right, title and interest in, to and under the Collateral, now existing or and hereafter arisingcreated, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating 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 a loan deemed to have been made in an amount equal to the Aggregate Unpaidsaggregate Purchase Price of the Collateral together with all of the other obligations of the Seller hereunder. The Administrator, on behalf of Secured Parties, Buyer shall have, in addition to the rights and remedies that which it 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. The Seller's authorizes Buyer, the Administrative Agent and the Collateral Agent on behalf of the Secured Parties to file UCC financing statements naming the Seller as “debtor”, the Buyer as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in each jurisdiction that the Buyer deems necessary in order to protect the security interests in the Collateral granted under this Section 2.05.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to each of the Administrator, the Purchaser Agents Purchasers and the Purchasers Agents for all representations, warranties, covenants and 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 of the Administrator, any Purchaser Agent Purchasers or any Purchaser the Agents or any assignee thereof of any obligation of Seller or any 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser 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 Administrator Agent for the ratable benefit of Secured Parties 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 Lock-Box, each Collection (ii) the Facility Account, all Related Security, all other (iii) Seller’s rights and payments relating to such Receivablesremedies under the Receivable Sale Agreement, and (iv) 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 Unpaidstherein. The Administrator, on behalf of Secured Parties, Agents and the Purchasers shall have, in addition to the rights and remedies that it 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.

Characterization. (a) It is the intention express intent of the parties hereto that each Purchase hereunder shall constitute the conveyance of the Collateral Securities by the Seller to the Depositor contemplated by this Agreement be, and be treated as an absolute and irrevocable salefor all purposes as, which Purchase shall provide a sale by the Administrator (for the benefit Seller of the Secured Partiesrelated Collateral Securities. It is, further, not the intention of the parties that such conveyance be deemed a pledge by the Seller of the rights, titles and interests in and to such Collateral Securities conveyed to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, such rights, titles and interests in and to the Collateral Securities intended to be conveyed by the Seller are held to continue to be property of the Seller, then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the conveyance of such Collateral Securities provided for herein shall be deemed to be a grant by the Seller to the Depositor of a first priority security interest in the rights, titles and interests in and to such Collateral Securities intended to be conveyed by the Seller, all amounts payable to the holders of such Collateral Securities in accordance with the full benefits of ownership terms thereof and all proceeds of the applicable Receivable Interest. Except conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Trustee of the Collateral Securities and such other items of property as specifically provided in this Agreementconstitute instruments, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller money, negotiable documents, chattel paper or investment property shall be liable deemed to be "possession" by the Administrator, secured party and "control" for purposes of perfecting the Purchaser Agents and the Purchasers for all representations, warranties, covenants and indemnities made by Seller security interest pursuant to the terms of this AgreementUniform Commercial Code as in effect in any applicable jurisdiction (including but not limited to Sections 9-313 and 9-106 thereof); and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (iias applicable) such sale does not constitute and is not intended to result in an assumption by of the Administrator, any Purchaser Agent Depositor or any Purchaser or successor thereto for the purpose of perfecting such security interest under applicable law. Any assignment of the rights, titles and interests of the Depositor in and to the Collateral Securities pursuant to any assignee thereof provision of the Indenture shall also be deemed to be an assignment of any obligation of Seller or 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 any Originatorsecurity interests created hereby. (b) On or prior to the Closing Date, the Seller shall ▇▇▇▇ its records to reflect that the Collateral Securities have been sold in accordance with this Agreement. In addition to any ownership interest which addition, the Administrator or any Purchaser may Seller and the Sponsor agree that from time to time acquire pursuant heretotime, at the Sponsor's expense, it shall promptly execute and deliver all further instruments and documents, and take all further action, that the Depositor, the Issuer or the Trustee may reasonably request in order to perfect, protect or more fully evidence the purchases hereunder, or to enable the Depositor, the Issuer or the Trustee to exercise or enforce any of their respective rights with respect to the Collateral Securities. (c) The Seller hereby grants authorizes the Depositor or its assignee or designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Administrator for the benefit of Secured Parties a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables Collateral Securities now existing or hereafter arising, arising in the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating 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 name of the Aggregate Unpaids. The AdministratorSeller as debtor and, on behalf of Secured Parties, shall have, in addition to the rights extent permitted by the Deposit Transfer Agreement and remedies that it may have under this Agreementthe Indenture, all other rights and remedies provided to a secured creditor under notify the UCC and other applicable law, which rights and remedies shall be cumulativeissuers of the Collateral Securities of the sale of the Collateral Securities.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, -------- however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all -- representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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 Lock-Box, each Collection Account, all Related SecuritySecurity and Records with respect thereto, all other rights and payments relating to such Receivables, the Qualified Receivables 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 obligation to remit all Collections with respect to the Qualified Receivables to the Buyer and (b) the obligation 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 liens on Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured Parties, its assigns shall have, in addition to the rights and remedies that it 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. 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 Buyer hereunder will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs 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 each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the Administrator (for the benefit conveyance of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties a valid and perfected security interest in all of Seller’s right, title and interest in, to and under the Collateral to the Buyer as provided in this Article II shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Event of Bankruptcy with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations and the other Collateral to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Article II is determined to be a transfer for security and not to be an absolute sale, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a security interest in all Receivables right, title and interest in, to and under the Collateral, now existing or and hereafter arisingcreated, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating 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 a loan deemed to have been made in an amount equal to the Aggregate Unpaidsaggregate Purchase Price of the Collateral together with all of the other obligations of the Seller hereunder. The Administrator, on behalf of Secured Parties, Buyer shall have, in addition to the rights and remedies that which it 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. The Seller authorizes the Buyer and the Collateral Agent on behalf of the Secured Parties to file UCC financing statements naming the Seller as “debtor”, the Buyer as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in each jurisdiction that the Buyer deems necessary in order to protect the security interests in the Collateral granted under this Section 2.05.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller Seller, Originator or any Originator Original Seller or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, Originator or any OriginatorOriginal Seller. (b) In addition to any ownership interest which that the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 purchase of Purchaser Interests by the Purchasers hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Managing Agent, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 Administratorany Managing Agent, any Purchaser or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser 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 Administrator Agent for the ratable benefit of Secured Parties 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 Lock-Box, each Collection Account, all Related Security, all other rights and payments relating Security with respect to such Receivables, all 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 therein, to secure the prompt and complete payment of the Aggregate Unpaids. The AdministratorAgent, on behalf of Secured Parties, the Managing Agents and the Purchasers shall have, in addition to the rights and remedies that it 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. 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 Agent, any Managing Agents or any Purchaser hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs. (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 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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to the Seller; provided provided, however, that (i) the Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers each Managing Agent for all representations, warranties, warranties and covenants and 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 the Administrator, any Purchaser Agent or any Purchaser Managing Agent or any assignee thereof of any obligation of the Seller or any 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 any the Originator. (b) In addition to any ownership interest which If the Administrator or any Purchaser may from time to time acquire pursuant hereto, conveyance by the Seller hereby grants to the Administrator 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 Secured Parties the 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 Lock-BoxCollection Account, each Collection AccountInterest Rate Swap Agreement, all Related Security, all payments on or with respect to such Receivables, all other rights relating to and payments relating to such made in respect of the Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein therein, and after a Termination Event, the Managing Agents, the Purchasers, and each Swap Counterparty (with respect to secure the prompt and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured Parties, corresponding Swap Cash Collateral Account) shall have, in addition to the rights and remedies that it 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.

Characterization. (ai) It is the intention of the parties hereto that each 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 such Purchase shall provide the Administrator (for the benefit Agent, on behalf of the Secured Parties) Purchasers, with the full benefits of ownership of the applicable Receivable InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchase hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 the Administrator, any Purchaser or Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (bj) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to SellerFinance Subsidiary; provided provided, however, that (i) Seller Finance Subsidiary shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and indemnities made by Seller Finance Subsidiary 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Finance Subsidiary or Seller or 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 Finance Subsidiary or any OriginatorSeller. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller Finance Subsidiary hereby grants to the Administrator Agent for the ratable benefit of Secured Parties the Purchasers a valid and perfected security interest in all of Seller’s Finance Subsidiary's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-BoxLockbox, each Collection Account, all Related Security, all other rights and payments relating 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. The Seller 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 of 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 Agent 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 action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser 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 the Receivables Sale Agreement) shall occur with respect to any Originator (other than in connection with the occurrence of a Termination Event) or (ii) 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 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 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 television station to the extent such assets are not owned by the Buyer. [SIGNATURE PAGES FOLLOW]

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the Purchaser Agents and each of the Purchasers and Agents for all representations, warranties, covenants and 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 or Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

Characterization. (a) It is If, notwithstanding the intention of the parties hereto expressed in Section 1.2(b), any sale or contribution by any Originator to Buyer 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 (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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreementa true sale thereof, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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 Collectionsand in all Collections and Related Security with respect thereto, each Lock-Box, each Box and Collection Account, all Related Security, all other rights and payments relating to such Receivables, the Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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. The AdministratorAfter the occurrence of an Amortization Event, on behalf of Secured Parties, Buyer and its assigns shall have, in addition to the rights and remedies that it which 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, each Originator represents and warrants that each remittance of Collections by such Originator to Buyer 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 (ii) made in the ordinary course of business or financial affairs of such Originator.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller Agreement shall be liable deemed to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. be a security agreement under applicable law; (b) In addition the transfer of the Mortgage Loans provided for herein shall be deemed to any ownership interest which be a grant by the Administrator or any Purchaser may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator for the benefit Purchaser of Secured Parties a valid and perfected first priority security interest in all of the Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or hereafter arising, before the Collections, each LockCut-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, off Date) and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment conversion, voluntary or involuntary, of the Aggregate Unpaidsforegoing into cash, instruments, securities or other property; (c) the assignment by PSSFC to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the New Jersey Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The AdministratorSeller and the Purchaser shall, on behalf of Secured Parties, shall have, in addition to the rights and remedies that it may have under extent consistent with this Agreement, all other rights take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and remedies provided to a secured creditor under will be maintained as such throughout the UCC term of this Agreement and other applicable law, which rights the Pooling and remedies shall be cumulativeServicing Agreement.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to the Seller; provided PROVIDED, HOWEVER, that (i) the Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Collateral Agent for all representations, warranties, covenants and 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 the Administratorany Purchaser, any Purchaser Managing Agent or any Purchaser the Collateral Agent or any assignee thereof of any obligation of the Seller or 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. (b) In addition to any ownership interest which the Administrator or any Purchaser Collateral Agent may from time to time acquire pursuant hereto, the Seller hereby grants to the Administrator Collateral Agent for the ratable benefit of Secured Parties 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 Lock-Box, each Collection Account, all Related Security, all other rights and payments relating 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. The Administrator, on behalf of Secured Parties, Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that it 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.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall will constitute and be treated for financial accounting purposes as an absolute and irrevocable sale, which Purchase shall purchase will provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall will be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or Agent or any Purchaser or any assignee thereof of any obligation of Seller Seller, Convergys or any Originator either of the 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 any such Originator. (b) 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 addition to any ownership interest which furtherance of the Administrator or any Purchaser may from time to time acquire pursuant heretoforegoing, Seller hereby grants to the Administrator Administrative Agent for the ratable benefit of Secured Parties 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, each Box and Collection Account, all Related Security, all other rights and payments relating to such any and all 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. The AdministratorAfter an Amortization Event, on behalf of Secured Parties, shall the Agents and the Purchasers will have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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, all Related Security with respect thereto, each Lock-Box, each Box and Collection Account, all Related Security, Account and all other rights and payments relating to such Receivables, the Receivables 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 obligation to remit all Collections with respect to the Receivables to Buyer and (b) the obligation 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 liens on Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrator, on behalf of Secured Parties, its assigns shall have, in addition to the rights and remedies that it which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC UCC, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of Originator and Buyer represents and warrants as to itself that each remittance of Collections and other applicable lawproperty by Originator to Buyer hereunder 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. (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 If, notwithstanding the intention of the parties hereto expressed in Section 1.2(b), any sale by any 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 sale of Receivables hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreementa true sale thereof, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties Buyer a valid and 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 Collectionsand in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box, each Box and Collection Account, all Related Security), all other rights and payments relating to such Receivables, the Receivables and all proceeds of any thereof prior to all other liens on and security interests therein 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. The Administrator, on behalf of Secured Parties, Buyer shall have, in addition to the rights and remedies that it which 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. Each Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), 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 Buyer, pursuant to the Purchase Agreement, shall collaterally 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 in the Purchase Agreement. Each Originator agrees that the Administrative Agent, as the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, 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 or collateral assignees 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 the intention of the parties hereto that each Purchase purchase of a Purchaser Interest hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers for all representations, warranties, warranties and covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or any 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 any OriginatorAIL. (b) In addition to any ownership interest which the Administrator or any Purchaser may from time to time acquire pursuant hereto, the Seller hereby grants to the Administrator for the benefit of Secured Parties 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 of the foregoing prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The AdministratorAfter an Amortization Event, on behalf of Secured Parties, the Purchaser shall have, in addition to the rights and remedies that 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.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without full recourse to Seller; provided that Seller and Seller is obligated to repay in full the Aggregate Capital and all other Aggregate Unpaids. In addition, (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. The Seller 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 of 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 Agent 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 action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser 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 a Termination 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 the Receivables Sale Agreement) shall occur with respect to any Originator (other than in connection with the occurrence of a Termination Event) or (ii) 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 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 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 television station to the extent such assets are not owned by the Buyer.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the nonetheless constitute a security agreement under applicable Receivable Interestlaw. Except as specifically provided in For this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administratorpurpose, the Purchaser Agents and the Purchasers for all representations, warranties, covenants and 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 any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) 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 Administrator for the benefit of Secured Parties 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 post office box and related post office box address and Lock-Box, each Collection AccountBox Account to which Collections are sent, all Related Securityamounts on deposit therein, all 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 on or with respect to such Receivables, all other rights relating to and payments relating to such made in respect of the Receivables, and (vii) 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 Unpaidsforegoing. The AdministratorAfter any Termination Event, on behalf of Secured Parties, the Purchaser and its assignees shall have, in addition to the rights and remedies that it 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. 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 advertising matter, or any property of a 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 Receivables, by signing this Agreement in the space provided, the Seller hereby authorizes the filing of all applicable UCC financing statements in all necessary jurisdictions.

Characterization. (a1) It is the intention of the parties hereto that each 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 such Purchase shall provide the Administrator (for the benefit Agent, on behalf of the Secured Parties) Purchasers, with the full benefits of ownership of the applicable Receivable InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchase hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the each Purchaser Agents Agent and the Purchasers Agent for all representations, warranties, covenants and 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 Administratorany Purchaser, any Purchaser Agent or any Purchaser Agent or any assignee thereof of any obligation of Seller or 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 any Originator. (ba) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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, 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. The AdministratorAgent, on behalf of Secured Parties, the Purchaser Agents and the Purchasers shall have, in addition to the rights and remedies that it 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.

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to each of the Administrator, the Purchaser Agents Purchasers and the Purchasers Agents for all representations, warranties, covenants and indemnities made by Seller Sellera secured financing for all purposes. No Purchase pursuant to the terms of this Agreement, and (ii) such sale does not shall constitute and is not intended to result in an assumption by any of the Administrator, any Purchaser Agent Purchasers or any Purchaser the AgentsInvestor Parties or any assignee thereof of any obligation of Seller or any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, Receivables or any other obligations of Seller or any Originator. (b) . In addition to any ownership interest in the Receivables and Related Security which the Administrator or any Purchaser 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 Administrator Administrative Agent for the ratable benefit of Secured the PurchasersInvestor Parties 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 Lock-Box, each Collection (ii) the Letter of Credit Collateral Account, all Related Securitythe Facility Account and, all the Servicer’s Concentration Account and the other Collection Accounts, (iii) Seller’s rights and payments relating to such Receivablesremedies under the Receivable Sale Agreement, and (iv) 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 Unpaidstherein. The AdministratorAgents and the Purchasers (collectively, on behalf of Secured Parties, the “Collateral”). The Investor Parties shall have, in addition to the rights and remedies that it they may have under this AgreementAgreement and the other Transaction Documents, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and 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 or the Agent or any Purchaser or any assignee thereof of any obligation of Seller or 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 any Originator. (b) In addition to any ownership interest which the Administrator or any Purchaser Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrator Agent for the ratable benefit of Secured Parties 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 ReceivablesReceivables 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. The Administrator, on behalf of Secured Parties, Agent and the Purchasers shall have, in addition to the rights and remedies that it 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. The Seller hereby assigns its security interests against the Originators under the Receivables Sale Agreement to the Agent 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 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 action thereunder, but in each case without any obligation on the part of the Agent or any Purchaser or any of its or 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 remedies under the Receivables Sale Agreement 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.