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 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(c1.1(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(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(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 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 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 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 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 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 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 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. 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(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 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 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(c1.1(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 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 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 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 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(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. 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(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.. ARTICLE II

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 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 the intention of the parties expressed in Section 1.2(cSECTION 1.1(b), any sale or contribution by an Originator OMNOVA 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 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 OMNOVA hereby grants to Buyer a duly perfected security interest in all of such Originator’s OMNOVA'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 AccountAccount (each, all other rights and payments relating to such Receivables as defined in the Purchase Agreement) 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.

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, 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 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. 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(c2.02(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. 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. 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 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 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(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(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(c1.2(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(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(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 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.