Common use of Characterization Clause in Contracts

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each conveyance of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables 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 owing to such Originator. 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 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 1.2(c), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such 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 and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such the Receivables 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 owing of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding (a) It is the intention of the parties expressed in Section 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention hereto that each conveyance of Receivables by an Originator purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a true Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Agent or any assignee thereof of any obligation of Seller or Originator or any other absolute assignment thereofperson arising in connection with the Receivables, such Originator the Related Security, or the related Contracts, or any other obligations of Seller or Originator. (b) In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to Buyer the Agent for the ratable benefit of the Purchasers a duly valid and perfected security interest in all of such Originator’s Seller's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect theretothe Collections, each Lock-Box and Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables Receivables, and all proceeds of the foregoing any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing to such OriginatorAggregate Unpaids. Buyer The Agent and its assigns the Purchasers 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 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 1.2(c1.1(b), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box, P.O. Box and Collection Account, all other rights and payments relating to such Originator’s Receivables 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 aggregate Purchase Price owing of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(cSECTION 1.1(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a nonrecourse secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an each Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a nonrecourse loan deemed to have been made in an amount equal to the Purchase Price owing of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(b), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables Account and all proceeds of the foregoing foregoing, which security interest shall be prior to secure all other Adverse Claims thereto. After the prompt and complete payment occurrence of a loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. 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. 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 1.2(c1.1(b), any sale or contribution by an Originator 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 or contribution of accounts or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator each Seller hereby grants to Buyer SunGard Financing a duly perfected security interest in all of such OriginatorSeller’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Collections, Seller Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing foregoing, to secure such loan, which security interest shall be prior to all other Liens. After the prompt and complete payment occurrence of a loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. Buyer and its assigns Early Amortization Event, 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. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(c), any sale or contribution by an Originator to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an each Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to the Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, in and to and under all Receivables of such Originator which are now existing exist on the date hereof or hereafter arisingarise thereafter through and including the Termination Date, together with all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing 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 such Originatorall other Adverse Claims thereto. 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 upon default under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding If the intention conveyance by the Seller to the Purchasers of the parties expressed interests in Section 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or 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 conveyance of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer Purchasers a duly perfected security interest in all of such Originator’s the Seller's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arisingthe Receivables, all Collections and Related Security with respect theretothe Collections, each Lock-Box and Collection Account, all Related Security, all payments on or with respect to such Receivables, all other rights relating to and payments relating to such Receivables made in respect of the Receivables, and all proceeds of the foregoing any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of a loan deemed to have been made in an amount equal the Aggregate Unpaids, including the indemnity obligations of the Seller under ARTICLE VIII, the payment and reimbursement by the Seller to the Purchase Price owing Purchasers of all Capital hereunder, and the payment of all other obligations owed hereunder to such Originatorthe Agent and the Purchasers. Buyer After a Servicer Default, the 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 1.2(c1.1(b), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Originator’s Receivables 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 aggregate Purchase Price owing of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.2(b), any sale or contribution by an Originator ASP to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator ASP hereby grants to Buyer a duly perfected security interest in all of such OriginatorASP’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such the Receivables 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 owing of the Receivables together with all other obligations of ASP hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. During the existence of any Termination Event, Buyer and the Agent (as its assigns assignee) 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 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 1.2(c), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s '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 and hereafter arising, all Collections and Related Security (except for Restricted Contracts) with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such the Receivables 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 owing of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding If the intention conveyance by the Seller to the Purchasers of the parties expressed interests in Section 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or 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 conveyance of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer Purchasers a duly perfected security interest in all of such Originator’s the Seller's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arisingthe Receivables, all Collections and Related Security with respect theretothe -40- 42 Collections, each Lock-Box and Collection Account, all Related Security, all payments on or with respect to such Receivables, all other rights relating to and payments relating to such Receivables made in respect of the Receivables, and all proceeds of the foregoing any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of a loan deemed to have been made in an amount equal the Aggregate Unpaids, including the indemnity obligations of the Seller under Article VIII, the payment and reimbursement by the Seller to the Purchase Price owing Purchasers of all Capital hereunder, and the payment of all other obligations owed hereunder to such Originatorthe Agent and the Purchasers. Buyer After a Termination Event, the 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 1.2(c1.1(b), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables Account and all proceeds of the foregoing foregoing, which security interest shall be prior to secure all other Adverse Claims thereto. After the prompt and complete payment occurrence of a loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. 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 1.2(c), any sale or contribution by an -------------- Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an each Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables 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 owing of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 SECTION 1.2(c), any sale or contribution by an Originator Seller to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator Seller hereunder shall constitute a true sale or other absolute assignment thereof, such Originator Seller hereby grants to Buyer a duly perfected security interest in all of such Originator’s Seller's right, title and interest in, to and under all Receivables of such Originator Seller which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables 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 owing of the Receivables purchased from Seller together with all other obligations of Seller hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an each Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables 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 owing of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(b), any sale or contribution by an any Original Seller to Originator to Buyer of Receivables hereunder shall not be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator each Original Seller hereby grants to Buyer Originator a duly perfected valid and enforceable security interest in all of such Originator’s Original Seller's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such the Receivables 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 aggregate outstanding Purchase Price owing of such Original Seller's Receivables together with all other obligations of such Original Seller hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(b), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution sale, or such transfer 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 conveyance sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer on and after the Initial Purchase Date a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, and in all Collections and Related Security with respect thereto, each Lock-Box and Collection Lock-Box Account, all other rights and payments relating to such the Receivables 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 owing of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c), any sale or contribution by an Originator IPCO to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator IPCO hereby grants to Buyer a duly perfected security interest in all of such OriginatorIPCO’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Lock Box and Collection Account, all other rights and payments relating to such the Receivables 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 owing of the Receivables together with all other obligations of IPCO hereunder (collectively, the “IPCO Collateral”), which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other and absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such the Receivables and all proceeds of the foregoing (collectively, the "Originator Collateral"), to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing 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 Originatorsecurity interest is duly perfected and prior to all other Adverse Claims thereto. 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 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 1.2(c1.1(b), any sale or contribution by an Originator to Buyer of Receivables hereunder shall not be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected valid and enforceable security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, the Transfer Agreement, all other rights and payments relating to such the Receivables 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 aggregate outstanding Purchase Price owing of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. Buyer 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 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 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an each Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables 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 owing of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(b), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box, P.O. Box and Collection Account, all other rights and payments relating to such Originator's Receivables 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 aggregate Purchase Price owing of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c2.01(b), any sale or contribution by an Originator Sellers to Buyer of Receivables hereunder (or any sale of Original Receivables to BP Factoring under the Existing Purchase Agreement) shall be characterized as a secured loan and not a sale or contribution or such transfer 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 , and, after the parties’ intention that each conveyance of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment occurrence of a loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. 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. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder and under the Existing Purchase Agreement shall constitute a true sale thereof, the Sellers hereby grant to Buyer a duly perfected security interest in all of the Sellers’ right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, and all proceeds of the foregoing, which security interest shall be prior to all other Liens.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution sale, or such transfer 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 conveyance sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly valid and perfected security interest in all of such Originator’s 's right, title and interest interest, now owned or hereafter acquired, in, to and under all Receivables of such Originator which are now existing or and hereafter arising, and in all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such the Receivables 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 owing of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(b), any the sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box, P.O. Box and Collection Account, all other rights and payments relating to such the Receivables 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 owing of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or 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 conveyance of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereofPurchasers, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s the Seller's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arisingthe Receivables, all Collections and Related Security with respect theretothe Collections, each Lock-Box and Collection Account, all Related Security, all payments on or with respect to the Receivables, all other rights relating to and payments relating to such Receivables made in respect of the Receivables, and all proceeds of the foregoing any thereof prior to all other liens on and security interests therein, in each case to secure the prompt and complete payment of a loan deemed to have been made in 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 amount equal to Event of Default, the Purchase Price owing to such Originator. 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 1.2(c1.1(d), any sale or contribution by an Originator 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 transfer 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 conveyance the sale and contribution of Receivables by an Originator hereunder shall constitute or otherwise have the effect of a true sale or other absolute assignment thereof, such Originator 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 such OriginatorOriginal Sellers’, CMI’s and Assignor’s right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arisingdescribed to be transferred pursuant to this Agreement, all Collections and Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing foregoing, which security interest shall be prior to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing to such Originatorall other Adverse Claims thereto. CMI, 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 1.2(c1.1(b), any sale or contribution by an Originator any Original Seller to Buyer Interface of Receivables hereunder shall not be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator each Original Seller hereby grants to Buyer Interface a duly perfected valid and enforceable security interest in all of such Originator’s Original Seller's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box LockBox and Collection LockBox Account, all other rights and payments relating to such the Receivables 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 aggregate outstanding Purchase Price owing of such Original Seller's Receivables together with all other obligations of such Original Seller hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not as a sale or contribution contribution, or such transfer 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. For this purpose and without being in derogation of the parties’ ' intention that each conveyance transfer of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment contribution thereof, such : Each Originator hereby grants to Buyer a duly perfected valid and continuing security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arisingarising and are intended to be sold or contributed by such Originator to Buyer in accordance with the terms of this Agreement, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables 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 owing of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an each Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all of its Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables 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 owing of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Liens thereon. 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 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 1.2(c1.1(c), any sale or contribution by an Originator to the Buyer of -------------- Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an each Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to the Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, in and to and under all Receivables of such Originator which are now existing exist on the Initial Cutoff Date or hereafter arisingarise thereafter through and including the Termination Date, together with all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing 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 such Originatorall other Adverse Claims thereto. 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 upon 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 1.2(c1.1(b), any sale or contribution by an Originator SunGard Financing to Buyer SunGard Funding II of Receivables hereunder shall be characterized as a secured loan by SunGard Financing to SunGard Funding II and not a true sale or contribution of accounts or such transfer 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 conveyance of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator SunGard Financing hereby grants to Buyer SunGard Funding II a duly perfected security interest in all of such OriginatorSunGard Financing’s right, title and interest in, to and under all Receivables of such Originator which are now Assets existing or and hereafter arising, arising and all Collections and Related Security Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing foregoing, and the SunGard Financing Related Security to secure such loan, which security interest shall be prior to all other Liens. After the prompt and complete payment occurrence of a loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. Buyer Early Amortization Event, SunGard Funding II and its assigns 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. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(c), any sale or contribution transfer by an 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 transfer shall 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 conveyance of Receivables by an Originator hereunder transfer shall constitute a true sale or other true contribution and absolute assignment thereof, such Originator each of the Originators hereby grants to the Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all the Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables Assets and all proceeds thereof, whether existing as of the foregoing close 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 owing 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 OriginatorOriginator hereunder, which security interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all Adverse Claims. The Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection AccountBox, all other rights and payments relating to such the Receivables 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 owing of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. Buyer 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 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 1.2(cSECTION 1.1(c), any sale or contribution by an Originator the Parent to Buyer the SPV of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or absolute assignment or such transfer 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 conveyance the contribution and absolute assignment of Receivables by an Originator the Parent hereunder shall constitute a true sale or other contribution and absolute assignment thereof, such Originator the Parent hereby grants to Buyer the SPV a duly perfected security interest in all of such Originator’s the Parent's right, title and interest in, to and under all Receivables of such Originator the Parent which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables 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 owing Outstanding Balance of the Receivables contributed and absolutely assigned by the Parent together with all other obligations of the Parent hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. Buyer The SPV 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 under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding (a) It is the intention of the parties expressed in Section 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereto that each Purchase hereunder shall be characterized as constitute a secured loan with limited recourse, for federal income tax purposes and not otherwise. Except as specifically provided in this Agreement, each transfer of a sale or contribution or Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to the Purchaser, the Agent and the Surety Provider for all representations, warranties and covenants made by the Seller pursuant to the terms of this Agreement, and (ii) such transfer shall for does not constitute and is not intended to result in an assumption by the Purchaser, the Agent or the Surety Provider of any reason be ineffective obligation of the Seller, WFLLC or unenforceableeither of the Originators or any other person arising in connection with the Pledged Property, then or any other obligations of the Seller, WFLLC or either of the Originators. (b) 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 benefit of the parties’ intention that each conveyance of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer Purchaser a duly perfected security interest in all of such Originator’s the Seller's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, the Pledged Property prior to all other rights liens on and payments relating to such Receivables security interests therein. After a Servicer Default, the Agent 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 owing to such Originator. Buyer and its assigns Purchaser 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 1.2(c1.1(b), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, the Transfer Agreement, all other rights and payments relating to such Originator's Receivables 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 owing of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(b), any sale or contribution by an Originator Morningstar to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator Morningstar hereby grants to Buyer a duly perfected security interest in all of such Originator’s Morningstar's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such the Receivables 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 owing of the Receivables together with all other obligations of Morningstar hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(c), any sale or contribution by an Originator to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an each Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to the Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, in and to and under all Receivables of such Originator which are now existing exist on the date hereof or hereafter arisingarise thereafter through and including the Termination Date, together with all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing 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 such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(b), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, all other rights and payments relating to the Receivables, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing and all other assets in which the Buyer has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing of the Receivables generated by such Originator together with all of the other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. After the occurrence and during the continuance of 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.

Characterization. This agreement constitutes a "security agreement" as defined in the UCC that the parties intend provides for the "security interest" of a buyer of accounts under the UCC. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by an Originator any Seller to Buyer Finance Subsidiary of Receivables hereunder shall be characterized as a secured loan by the Sellers to Finance Subsidiary and not a true sale or contribution of accounts or such transfer 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 and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator each Seller hereby grants to Buyer Finance Subsidiary a duly perfected security interest in all of such Originator’s Seller's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing foregoing, to secure such loan, which security interest shall be prior to all other Adverse Claims thereto. After the prompt and complete payment occurrence of a loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. Buyer Amortization Event, Finance Subsidiary and its assigns 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 and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section SECTION 1.2(c), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an each Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables 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 owing of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(b), any sale or contribution by an Originator Interface to Buyer SPV of Receivables hereunder shall not be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator Interface hereby grants to Buyer SPV a duly perfected valid and enforceable security interest in all of such Originator’s Interface's right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box LockBox and Collection LockBox Account, the Transfer Agreement, all other rights and payments relating to such the Receivables 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 aggregate outstanding Purchase Price owing of the Receivables together with all other obligations of Interface hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. Buyer SPV 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 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 1.2(c1.1(b), any sale or contribution transfer by an 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 transfer shall 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 conveyance of Receivables by an Originator hereunder transfer shall constitute a true sale or other true contribution and absolute assignment thereof, such Originator each of the Originators hereby grants to the Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all the Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables Assets and all proceeds thereof, whether existing as of the foregoing close 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 owing 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 OriginatorOriginator hereunder, which security interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all Adverse Claims. The Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c2.1(b), any sale or contribution by an any Originator to Buyer Purchaser of Receivables Contracts identified in a Purchase Request hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator Contracts identified in a Purchase Request hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer Purchaser a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are Contracts identified in a Purchase Request now existing or and hereafter arising, all Collections Collections, Related Security and Related Security Documents with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables Originator’s Contracts 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 aggregate Purchase Price owing of the Contracts together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Liens therein. Buyer Purchaser 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 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 1.2(c1.1(b), any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box, P.O. Box and Collection Account, all other rights and payments relating to such Originator’s Receivables 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 aggregate Purchase Price owing of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c), any sale or contribution by an Originator IPFS to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator IPFS hereby grants to Buyer a duly perfected security interest in all of such OriginatorIPFS’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Lock Box and Collection Account, the First-Step Sale Agreement, all other rights and payments relating to such the Receivables 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 owing of the Receivables together with all other obligations of IPFS hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c)0, any sale or contribution by an any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such the Receivables 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 owing of the Receivables together with all other obligations of each Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. 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 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 1.2(c1.1(b), any sale or contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance the sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such each Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Collections, Related Security and Records with respect thereto, all other rights and payments relating to the Receivables, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing and all other assets in which the Buyer has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing of the Receivables generated by such Originator together with all of the other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. After the occurrence and during the continuance of 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.

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c2.02(c), any sale or contribution by an any Originator to Buyer Transferee of Receivables Transferred Receivables, Related Security or Collections hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 any other applicable lawRequirement of Law. For this purpose and without being in derogation of the parties’ intention that each conveyance the sale or contribution of Receivables by an Originator Transferred Receivables, Related Security and Collections hereunder shall constitute a true sale or other absolute assignment true contribution thereof, such each Originator hereby grants to Buyer Transferee a duly perfected security interest in all of such Originator’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all Transferred Receivables of originated by such Originator which are and all Related Security relating thereto and all Collections thereof now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box Lockbox and Collection Account, all other rights and payments relating to such Transferred Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing Transfer Consideration of such Transferred Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to such Originatorall other Liens thereon. Buyer 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 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 1.2(c1.1(b), any sale or capital contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such transfer 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 conveyance sale or capital contribution of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment capital contribution thereof, such as applicable, Originator hereby grants to Buyer a duly perfected valid security interest in all of such 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 and hereafter arisingarising (including, without limitation, all Collections and Receivables sold hereunder after the Termination Date), all Collections, all Related Security with respect thereto, each Lock-Box and Collection Account, Account and all other rights and payments relating to such Receivables and all proceeds of the foregoing foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the prompt obligation to remit all Collections with respect to such Receivables to Buyer and complete payment of (b) the obligation to transfer such Receivables to Buyer with a loan deemed to have been made in an amount value at least equal to the Purchase Price owing thereof) which security interest shall be prior to such Originator. 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 under the UCC and other applicable law, which rights and remedies shall be cumulative.Adverse Claims

Characterization. If, notwithstanding the intention of the parties expressed in Section 1.2(c1.1(b), any sale or contribution by an Originator Transferor to Buyer Transferee of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer 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 conveyance sale of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, such Originator Transferor hereby grants to Buyer Transferee a duly perfected security interest in all of such OriginatorTransferor’s right, title and interest in, to and under all Receivables of such Originator which are now existing or and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection AccountCollections, all other rights and payments relating to such the Receivables and all proceeds of the foregoing (other than the Purchase Price) to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price owing of all outstanding Receivables together with all other obligations of Transferor hereunder, which security interest shall be prior to such Originatorall other Adverse Claims thereto. Buyer 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 under the UCC and other applicable law, which rights and remedies shall be cumulative.