Common use of Characterization Clause in Contracts

Characterization. If, notwithstanding the intention of the parties 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 sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC hereby grants to Buyer a duly perfected security interest in all of Finance 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 and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(b), any sale or contribution by Finance LLC the Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale 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 sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC the Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCthe Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect theretothereto (including, without limitation, each Lock-Box and Blocked Account and all agreements related theretoCollection Account), all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase 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. 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 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.3(b), any sale or contribution by Finance LLC to Buyer 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 remittance of Collections by any Originator to Buyer under this Agreement is (i) in payment of a debt incurred by the applicable Originator in the ordinary course of business or financial affairs of such Originator and 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 sale transfer of Receivables by an Originator hereunder shall constitute a true sale or contribution thereof, Finance LLC : Each Originator hereby grants to Buyer a duly perfected valid and continuing security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased which are now existing or hereafter arising and are intended to be purchased sold or contributed by such Originator to Buyer hereunder now existing and hereafter arisingin accordance with the terms of this Agreement, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box all other rights and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box, P.O. Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLCother rights and payments relating to such Originator’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by Finance LLC 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 unenforceableunenforceable (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 sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, Finance LLC as applicable, Originator hereby grants to Buyer a duly perfected valid security interest in all of Finance LLCOriginator’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arisingarising (including, without limitation, all Receivables sold hereunder after the Termination Date), all Collections, all Related Security and Records with respect thereto, each Lock-Box and Blocked Collection Account and all agreements related thereto, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of 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 Adverse Claims thereto. 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 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.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s Originator's right, title and interest in, now owned or hereafter acquired in, to and under all of the its Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments related to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of 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 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution transfer by Finance LLC TPNA to Buyer the SPE of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a true sale or true contribution or such sale shall 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 sale of Receivables hereunder transfer shall constitute a true sale or true contribution and absolute assignment thereof, Finance LLC TPNA hereby grants to Buyer the SPE and its assigns a duly perfected security interest in all of Finance LLCTPNA’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), Assets and all proceeds thereof, whether existing as of the foregoingclose of business on the Initial Cutoff Date or thereafter arising through and 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 SPE 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 shall be interest, TPNA hereby represents and warrants, is valid, duly perfected and prior to all Liens (other Adverse Claims theretothan Permitted Liens). After the occurrence of a Termination Event, Buyer The SPE 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 unenforceableunenforceable (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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLCOriginator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Collection Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. 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 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 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(c), any sale by an Originator, or contribution by Finance LLC Allied, to Buyer of Receivables 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 the sale or contribution of Receivables Receivables, Related Security and Collections hereunder shall constitute a true sale and/or absolute assignment thereof, Finance LLC each Originator, as of the Initial Funding Date, hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s such Originator's right, title and interest in, to and under all Receivables as of the Receivables purchased or intended to be purchased by Buyer hereunder now Initial Funding Date existing and hereafter thereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing (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 Purchase Price of the Receivables, Related Security and Collections, together with all other obligations of such Originator hereunder, which security interest shall be is, as of the Initial Funding Date, prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and its assigns shall shall, on and after the Initial Funding Date, 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCOriginator’s right, title and interest interest, now owned or hereafter acquired, in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase 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. 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 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.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b)1.5, a court of competent jurisdiction shall characterize any sale or contribution by Finance LLC Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale 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 sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCOriginator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretothe Servicer’s Concentration Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative, Originator hereby authorizes Buyer (or 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(d), any sale or contribution by Finance LLC to Buyer 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 sale transfer of Receivables by a Seller hereunder shall constitute a true sale thereof, Finance LLC : each Seller hereby grants to Buyer its applicable Transferee and its assigns a duly perfected valid and continuing security interest in all of Finance LLC’s such Seller's right, title and interest in, to and under all of the Receivables purchased originated or acquired by such Seller which are now existing or hereafter arising and are intended to be purchased by Buyer hereunder now existing and hereafter arisingsold or contributed to such Transferee in accordance with the terms of this Agreement, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box all other rights and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Seller together with all other obligations of such Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. After Furthermore, to the occurrence of extent that any Seller has been granted a Termination Eventsecurity interest pursuant to this Section 1.7, Buyer such Seller hereby grants a valid and continuing security interest in such security interest to its applicable Transferee and such Transferee's assigns. The applicable Transferee and its assigns shall have, in addition to the rights and remedies 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. This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC any Seller to Buyer SunGard Financing of Receivables hereunder shall be characterized as a secured loan by SunGard Financing to the Sellers and not a true sale of accounts or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the UCC Uniform Commercial Code and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Seller hereby grants to Buyer SunGard Financing a duly perfected security interest in all of Finance LLCsuch Seller’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Seller Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, to secure such loan, which security interest shall be prior to all other Adverse Claims theretoLiens. After the occurrence of a Termination an Early Amortization Event, Buyer and its assigns SunGard Financing shall have, in addition to the rights and remedies which they may have under specified in this Agreement, all other rights and remedies provided to a secured creditor party after default in a transaction which is a sale of accounts under the UCC Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(b), any sale or contribution by Finance LLC any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale 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 sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect theretothereto (including, without limitation, each Lock-Box and Blocked Account and all agreements related theretoCollection Account), all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of all of such Originator’s obligations hereunder, which security interest shall be prior to all other Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative. Each Originator hereby authorizes Buyer (or the Administrative Agent, as Xxxxx’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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale 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 sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLC’s such Originator's right, title and interest interest, now owned or hereafter acquired, in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 and other applicable law, which rights and remedies shall be cumulative. Each Originator hereby authorizes Buyer (or 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 unenforceableunenforceable (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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLCOriginator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Collection Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination an Amortization 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 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 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.”

Characterization. If, notwithstanding the intention of ---------------- the parties expressed in Section 1.1(b1.2(c), any sale or contribution by Finance LLC an -------------- Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, Finance LLC such Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s such Originator's right, title and interest in, to and under all Receivables of the Receivables purchased or intended to be purchased by Buyer hereunder such Originator which are now existing and or hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box all other rights and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(bSECTION 1.2(c), any sale or contribution by Finance LLC Seller to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, 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 the sale of Receivables by Seller hereunder shall constitute a true sale thereof, Finance LLC Seller hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s Seller's right, title and interest in, to and under all Receivables of the Receivables purchased or intended to be purchased by Buyer hereunder Seller which are now existing and or hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from Seller together with all other obligations of Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. IfThe parties hereto hereby agree that ---------------- they intend the transactions contemplated by this Agreement to be a sale of Receivables Interests. Nonetheless, notwithstanding if the intention conveyance by the Seller to the Purchasers of the parties expressed interests 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 unenforceablesale, then it is the intention of the parties hereto that 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 that the Seller shall be deemed to have granted to the Agent, for the ratable benefit of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereofPurchasers, Finance LLC hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s the Seller's right, title and interest in, to and under the Receivables, the Collections, each Collection Account, all Related Security, all payments on or with respect to the Receivables, all other rights relating to and payments made in respect of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto)Receivables, and all proceeds of the foregoing, which security interest shall be any thereof prior to all other Adverse Claims theretoliens on and security interests therein, in each case to secure the payment of the Aggregate Unpaids and any and all other payment obligations of the Seller (including, --------- without limitation, the indemnity obligations of the Seller under Article VIII ------- ----------- hereof) owed under any Transaction Document. After an Event of Default, the occurrence of a Termination Event, Buyer Agent and its assigns the Purchasers 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 and other applicable law, which rights and remedies shall be cumulative.. * * * * *

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(d), any sale or contribution by Finance LLC any of the Original Sellers to CMI, by CMI to Assignor, or by Assignor 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, 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 the sale and contribution of Receivables hereunder shall constitute or otherwise have the effect of a true sale thereof, Finance LLC each of the Original Sellers, CMI, and Assignor hereby grants grant to Buyer CMI, Table of Contents Assignor and Buyer, respectively a duly perfected security interest in all of Finance LLCsuch Original Sellers’, CMI’s and Assignor’s right, title and interest in, to and under all of the Receivables purchased or intended described to be purchased by Buyer hereunder now existing and hereafter arisingtransferred pursuant to this Agreement, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto)Collection Account, and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination EventCMI, Assignor, 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution transfer by Finance LLC the Originator to Buyer the SPE of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a true sale or such sale shall 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 sale of Receivables hereunder transfer shall constitute a true sale and absolute assignment thereof, Finance LLC the Originator hereby grants to Buyer the SPE a duly perfected security interest in all of Finance LLCthe Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), Assets and all proceeds thereof, whether existing as of the foregoingclose of business on the Initial Cutoff Date or thereafter arising through and including the Termination Date (collectively, the “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the SPE to the Originator in an amount equal to the aggregate Purchase Price for the Receivables, together with all other obligations of the Originator hereunder, which security interest shall be interest, the Originator hereby represents and warrants, is valid, duly perfected and prior to all Liens (other Adverse Claims theretothan Permitted Liens). After the occurrence of a Termination Event, Buyer The SPE 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 and other applicable law, which rights and remedies shall be cumulative.Receivables Sale Agreement

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(b), any sale or contribution by Finance LLC any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale 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 sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect theretothereto (including, without limitation, each Lock-Box and Blocked Account and all agreements related theretoCollection Account), all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of all of such Originator’s obligations hereunder, which security interest shall be prior to all other Adverse Claims thereto. 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 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b)2(b) of this Amendment, any sale or contribution the transfer by Finance LLC the New Originator to the Buyer of New Originator Receivables hereunder Assets in accordance with this Amendment shall be characterized as in any manner other than a secured loan and not a true sale or such sale shall transfer for any reason shall be ineffective or unenforceable, then this Amendment and the Sale Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder such transfer shall constitute a true sale and absolute assignment thereof, Finance LLC the New Originator hereby grants to the Buyer a duly perfected security interest in all of Finance LLCthe New Originator’s right, title and interest in, to and under all of the New Originator Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), Assets and all proceeds thereof, whether existing as of the foregoingclose of business on September 30, 2017 or thereafter arising through and including the Termination Date (the New Originator’s “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Buyer to the New Originator in an amount equal to the aggregate Purchase Price therefor, together with all other obligations of the New Originator hereunder or under the Sale Agreement, which security interest shall be interest, the New Originator hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. After the occurrence of a Termination Event, The Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this the Sale Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(c), any sale or contribution by Finance LLC an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, Finance LLC such Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s such Originator's right, title and interest in, to and under all Receivables of the Receivables purchased or intended to be purchased by Buyer hereunder such Originator which are now existing and or hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c), any sale or contribution by Finance LLC any Originator to Buyer of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement is and shall be deemed deemed, as of the date hereof, to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s such Originator's right, title and interest in, to and under the following assets, now existing or hereafter arising: (i) all Receivables originated by it, (ii) the Collections, (iii) each Lock-Box, (iv) each Collection Account, (v) all Related Security, (vi) all other rights and payments relating to such Receivables, (vii) all proceeds of any of the foregoing, and (viii) all other assets in which the Buyer has acquired, may hereafter acquire and/or purports to have acquired an interest hereunder, to secure the prompt and complete payment of a loan (in the event that any sale or contribution hereunder is characterized as a secured loan) deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, together with all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all other obligations of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoinghereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a an 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 and other applicable law, which rights and remedies shall be cumulative. Each Originator hereby authorizes the Buyer (or its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 unenforceableunenforceable (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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLCOriginator’s right, right title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arisingarising through and including the Termination Date, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of 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 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 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(c), any sale or contribution by Finance LLC an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, Finance LLC such Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all Receivables of the Receivables purchased or intended to be purchased by Buyer hereunder such Originator which are now existing and or hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLC’s such Originator's right, title and interest interest, now owned or hereafter acquired, in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 and other applicable law, which rights and remedies shall be cumulative. Each Originator hereby authorizes the Buyer (or its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b)1.5, a court of competent jurisdiction shall characterize any sale or contribution by Finance LLC an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale 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 sale or contribution, as applicable, of Receivables hereunder shall constitute a true sale or contribution, as applicable, thereof, Finance LLC each Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretothe Servicer’s Concentration Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 and other applicable law, which rights and remedies shall be cumulative, each Originator hereby authorizes Buyer (or 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c), any sale or contribution transfer by Finance LLC any Originator to the Buyer of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a true sale or true contribution or such sale shall 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 sale of Receivables hereunder transfer shall constitute a true sale or true contribution and absolute assignment thereof, Finance LLC each of the Originators hereby grants to the Buyer a duly perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), Assets and all proceeds thereof, whether existing as of the foregoingclose of business on the Initial Cutoff Date or thereafter arising through and including the Termination Date (collectively, the “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Buyer to each Originator in an amount equal to the aggregate Purchase Price for the Purchased Receivables originated by such Originator (and, in the case of KapStone Kraft, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of such Originator hereunder, which security interest shall be interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. After the occurrence of a Termination Event, The 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c), any sale or contribution by Finance LLC an Originator to the 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 the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, Finance LLC such Originator hereby grants to the Buyer a duly perfected security interest in all of Finance LLC’s such Originator's right, title and interest inin and to all Receivables of such Originator which exist on the date hereof or arise thereafter through and including the Termination Date, to and under together with all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box all other rights and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with any Purchase Interest applicable thereto and all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After Upon the occurrence of a Termination Event, the Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor after upon default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(b), any sale or contribution by Finance LLC 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 unenforceableunenforceable (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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination an Amortization 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 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. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(c), any sale or contribution by Finance LLC Originator to Buyer of Receivables 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 the sale of Receivables hereunder shall constitute a true sale and absolute assignment thereof, Finance LLC Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s Originator's right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box all other rights and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing (collectively, which the "Originator Collateral"), to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of Originator hereunder. Originator shall take such action as may be necessary or appropriate to ensure that such security interest shall be is duly perfected and prior to all other Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.01(c), any sale or contribution by Finance LLC 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 unenforceableunenforceable (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 the sale of Qualified Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCOriginator’s right, title and interest in, to and under all of the Qualified Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, all Related Security and Records with respect thereto, each Lock-Box all other rights and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and payments relating to the First Tier Qualified Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of 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 Adverse Claims thereto. 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 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.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale 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 sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect thereto, each Post Office Box, Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 and other applicable law, which rights and remedies shall be cumulative, Each Originator hereby authorizes Buyer (or 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c) and Section 1.2(e), any (a) transfer by an Originator of Receivables to Smithfield, (b) contribution of Receivables by Smithfield to SFFC or by SFFC to Buyer, or (c) sale or contribution by Finance LLC an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution, or such sale 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 sale conveyance of Receivables by an Originator or Smithfield hereunder shall constitute a true sale or other absolute assignment thereof, Finance LLC as applicable: (i) each of Smithfield and SFFC hereby grants to Buyer a duly perfected security interest in all of Finance LLCits right, title and interest in and to the Aggregate Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Buyer’s paid-in capital and capital surplus booked at the time of the issuance to SFFC or Smithfield, as applicable, of Buyer’s Equity Interests, together with all other obligations of SFFC or Smithfield, as applicable, to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) such Originator hereby grants to Buyer a security interest in all of such Originator’s right, title and interest in, to and under all Receivables of the Receivables purchased or intended to be purchased by Buyer hereunder such Originator which are now existing and or hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, which security interest shall be prior foregoing to all other Adverse Claims thereto. After secure the occurrence prompt and complete payment of a Termination Event, loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC Seller to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceableunenforceable (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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Seller hereby grants to Buyer a duly perfected security interest in all of Finance LLCSeller’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Collection Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination an Amortization 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 and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of the Seller and the Buyer represents and warrants as to itself that each remittance of Collections by the Seller to the Buyer hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Buyer and (ii) made in the ordinary course of business or financial affairs of the Seller and the Buyer.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b)0, any sale or contribution by Finance LLC 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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located, including, without limitation, any of the foregoing constituting accounts, deposit accounts, chattel paper, electronic chattel paper, instruments, general intangibles, payment intangibles, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of each Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 unenforceableunenforceable (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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s right, Originator's right title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arisingarising through and including the Termination Date, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of 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 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 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.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 unenforceableunenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable lawUCC. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCOriginator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, all Related Security and Records with respect thereto, each Lock-Box and Blocked Collection Account and all agreements related thereto, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of 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 Adverse Claims thereto. 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 and other applicable lawUCC, 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 property 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. If, notwithstanding the intention of the parties expressed in Section 1.1(b2.02(b), any sale or contribution by Finance LLC to Buyer 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 unenforceableunenforceable (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 the sale or contribution of Receivables hereunder shall constitute a true sale thereof, Finance LLC the Seller hereby grants to the Buyer a duly perfected security interest in all of Finance LLCthe Seller’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and or hereafter arising, all Collections, Related Security and Collections with respect thereto, all Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, each Receivables Transfer Agreement, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims theretoLiens. After In the event of a Recharacterization, and after the occurrence of a Termination an Amortization Event, (i) the Buyer or the Administrative Agent may declare the related secured loan to be due and its assigns payable, whereupon the unpaid principal amount of such secured loan, together with accrued interest thereon at a rate per annum equal to the then applicable Default Rate, and all fees and other obligations of the Seller accrued hereunder, shall become due and payable immediately, and (ii) the Buyer shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In the event of a Recharacterization, each of the Seller and the Buyer represents and warrants as to itself that each remittance of Collections by the Seller to the Buyer hereunder will have been (A) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Buyer and (B) made in the ordinary course of business or financial affairs of the Seller and the Buyer.

Characterization. If, notwithstanding the intention of the ---------------- parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLC’s Originator's right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the ---------------- intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC any Original Seller to Buyer Originator of Receivables hereunder shall not 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 to, and hereby does, 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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Original Seller hereby grants to Buyer Originator a duly perfected valid and enforceable security interest in all of Finance LLC’s such Original Seller's right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate outstanding Purchase Price of such Original Seller's Receivables together with all other obligations of such Original Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer Originator and its assigns shall have, in addition to the rights and remedies which that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 unenforceableunenforceable (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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLCOriginator’s right, right title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arisingarising through and including the Termination Date, all Collections, Collections and Related Security and Records with respect thereto, . each Lock-Box and Blocked Collection Account all other rights and all agreements related thereto, all of Finance LLC’s rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of 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 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 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.3(b), any sale or contribution by Finance LLC to Buyer any Originator of Receivables hereunder shall be characterized as a secured loan and not as a sale 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 remittance of Collections by any Originator to Buyer under this Agreement is (i) in payment of a debt incurred by the applicable Originator in the ordinary course of business or financial affairs of such Originator and 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 sale transfer of Receivables by an Originator hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly perfected valid and continuing security interest in all of Finance LLCsuch 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 arising (including, without limitation, all Receivables of such Originator that arise after the Receivables purchased or Termination Date) and are intended to be purchased sold by such Originator to Buyer hereunder now existing and hereafter arisingin accordance with the terms of this Agreement, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Collection Account and all agreements related theretoand, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of 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 the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase 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. 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 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. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(c), any sale or contribution by Finance LLC IPCO to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceableunenforceable (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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC IPCO hereby grants to Buyer a duly perfected security interest in all of Finance LLCIPCO’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Lock Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of IPCO hereunder (collectively, the “IPCO Collateral”), which security interest shall be prior to all other Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of IPCO and the Buyer represents and warrants as to itself that each remittance of Collections by IPCO to Buyer hereunder will have been (i) in payment of a debt incurred by IPCO in the ordinary course of business or financial affairs of IPCO and the Buyer and (ii) made in the ordinary course of business or financial affairs of IPCO and the Buyer.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c) and Section 1.2(e), any (a) transfer by a US Originator of Receivables to Smithfield, (b) contribution of Receivables by Smithfield to SFFC or by SFFC to Buyer, or (c) sale or contribution by Finance LLC an Originator (other than the Canadian Originator) to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution, or such sale 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 sale conveyance of Receivables by an Originator (other than the Canadian Originator) or Smithfield hereunder shall constitute a true sale or other absolute assignment thereof, Finance LLC as applicable: (i) each of Smithfield and SFFC hereby grants to Buyer a duly perfected security interest in all of Finance LLCits right, title and interest in and to the Aggregate Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Buyer’s paid-in capital and capital surplus booked at the time of the issuance to SFFC or Smithfield, as applicable, of Buyer’s Equity Interests, together with all other obligations of SFFC or Smithfield, as applicable, to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) each Originator (other than the Canadian Originator) hereby grants to Buyer a security interest in all of such Originator’s right, title and interest in, to and under all Receivables of the Receivables purchased or intended to be purchased by Buyer hereunder such Originator which are now existing and or hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, which security interest shall be prior foregoing to all other Adverse Claims thereto. After secure the occurrence prompt and complete payment of a Termination Event, loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by Finance LLC 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 unenforceableunenforceable (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 sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, Finance LLC as applicable, Originator hereby grants to Buyer a duly perfected valid security interest in all of Finance LLCOriginator’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arisingarising (including, without limitation, all Receivables sold hereunder after the Termination Date), all Collections, all Related Security and Records with respect thereto, each Lock-Box and Blocked Collection Account and all agreements related thereto, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of 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 Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative.Claims

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c), any sale or contribution transfer by Finance LLC any Originator to the Buyer of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a true sale or true contribution or such sale shall 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 sale of Receivables hereunder transfer shall constitute a true sale or true contribution and absolute assignment thereof, Finance LLC each of the Originators hereby grants to the Buyer a duly perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under (i) all Receivables existing as of the Receivables purchased close of business on the applicable Initial Cutoff Date or intended thereafter arising from time to be purchased by Buyer hereunder now time prior to the Termination Date, and all rights and payments relating thereto, (ii) all Related Security relating thereto, whether existing and hereafter on the applicable Initial Cutoff Date or thereafter arising, (iii) all CollectionsCollections thereof, Related Security and Records with respect theretowhether existing on the applicable Initial Cutoff Date or thereafter arising, (iv) each Lock-Box and Blocked Account and all agreements related theretoeach Lock-Box Account, all of Finance LLC’s rights under, in and to whether existing on the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunderapplicable Initial Cutoff Date or thereafter arising, and (dv) all UCC financing statements filed pursuant thereto), and all proceeds of any of the foregoing, whether existing on the applicable Initial Cutoff Date or thereafter arising (collectively, the “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Buyer to each Originator in an amount equal to the aggregate Purchase Price for the Purchased Receivables originated by such Originator (and, in the case of CMC, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of such Originator hereunder, which security interest shall be interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. After the occurrence of a Termination Event, The 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC 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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box, P.O. Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLCother rights and payments relating to such Originator’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to :secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. 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 and other applicable law, which rights and remedies shall be cumulative.. RECEIVABLES SALE AGREEMENT

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c) and Section 1.2(e), any (a) transfer by a US Originator of Receivables to Smithfield, (b) contribution of Receivables by Smithfield to SFFC or by SFFC to Buyer, or (c) sale or contribution by Finance LLC a US Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution, or such sale 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 sale conveyance of Receivables by a US Originator or Smithfield hereunder shall constitute a true sale or other absolute assignment thereof, Finance LLC as applicable: (i) each of Smithfield and SFFC hereby grants to Buyer a duly perfected security interest in all of Finance LLCits right, title and interest in and to the Aggregate Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Buyer’s paid-in capital and capital surplus booked at the time of the issuance to SFFC or Smithfield, as applicable, of Buyer’s Equity Interests, together with all other obligations of SFFC or Smithfield, as applicable, to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) each US Originator hereby grants to Buyer a security interest in all of such US Originator’s right, title and interest in, to and under all Receivables of the Receivables purchased or intended to be purchased by Buyer hereunder such US Originator which are now existing and or hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related theretoCollection Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, which security interest shall be prior foregoing to all other Adverse Claims thereto. After secure the occurrence prompt and complete payment of a Termination Event, loan deemed to have been made in an amount equal to the Purchase Price owing to such US Originator. Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution transfer by Finance LLC any Originator to the Buyer of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a true sale or true contribution or such sale shall 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 sale of Receivables hereunder transfer shall constitute a true sale or true contribution and absolute assignment thereof, Finance LLC each of the Originators hereby grants to the Buyer a duly perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), Assets and all proceeds thereof, whether existing as of the foregoingclose of business on the Initial Cutoff Date or thereafter arising through and including the Termination Date (collectively, the “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Buyer to each Originator in an amount equal to the aggregate Purchase Price for the Purchased Receivables originated by such Originator (and, in the case of Colors, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of such Originator hereunder, which security interest shall be interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. After the occurrence of a Termination Event, The 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 and other applicable law, which rights and remedies shall be cumulative.. Receivables Sale Agreement

Characterization. If, notwithstanding the intention of the the-parties expressed in Section 1.1(b1.1(c), any sale or contribution by Finance LLC an Seller to the 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 the sale of Receivables by the Seller hereunder shall constitute a true sale thereof, Finance LLC the Seller hereby grants to the Buyer a duly perfected security interest in all of Finance LLCthe Seller’s right, title and interest in, in and to and under all Receivables of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arisingSeller which exist as of the date hereof, together with all Collections, Related Security and Records with respect thereto, each Lock-Box all other rights and Blocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and payments relating to the First Tier such Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Seller together with any Purchase Interest applicable thereto and all other obligations of the Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. After Upon the occurrence of a Termination EventEvent of Default, the Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor after upon default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(b), any sale or contribution by Finance LLC any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale 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 sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLCsuch Originator’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect theretothereto (including, without limitation, each Lock-Box and Blocked Account and all agreements related theretoCollection Account), all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Finance LLC any Original Seller to Buyer Interface of Receivables hereunder shall not 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 to, and hereby does, 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 the sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Original Seller hereby grants to Buyer Interface a duly perfected valid and enforceable security interest in all of Finance LLC’s such Original Seller's right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, all Collections, Collections and Related Security and Records with respect thereto, each Lock-Box LockBox and Blocked Account and all agreements related theretoLockBox Account, all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate outstanding Purchase Price of such Original Seller's Receivables together with all other obligations of such Original Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer Interface and its assigns shall have, in addition to the rights and remedies which that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(bSECTION 1.2(b), any sale or contribution by Finance LLC any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale 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 sale of Receivables hereunder shall constitute a true sale thereof, Finance LLC each Originator hereby grants to Buyer a duly valid and perfected security interest in all of Finance LLC’s such Originator's right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections, Collections and Related Security and Records with respect theretothereto (including, without limitation, each Lock-Box and Blocked Account and all agreements related theretoCollection Account), all of Finance LLC’s other rights under, in and payments relating to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), and all proceeds of the foregoingforegoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After 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 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.