Common use of Intent of the Parties; Grant of Security Interest Clause in Contracts

Intent of the Parties; Grant of Security Interest. (a) The Originators and the SPV intend that the sale, assignment and transfer of the Conveyed Receivables and Related Assets to the SPV hereunder shall be treated as a sale for all purposes, other than accounting and U.S. federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Conveyed Receivables and Related Assets to the SPV is not treated as a sale for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, and (ii) the sale, assignment and transfer of the Conveyed Receivables and Related Assets provided for in this Agreement shall be treated as the grant of, and the Originators hereby grant to the SPV, a security interest in the Conveyed Receivables and Related Assets to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The Originators and the SPV shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Assets, such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement. (b) The Originators hereby grant to the SPV a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement.

Intent of the Parties; Grant of Security Interest. (a) The Originators Depositor and the SPV Issuer intend that the sale, assignment transactions hereunder to be true sales and transfer contributions of the Conveyed Receivables and Related Sold Assets by the Depositor to the SPV hereunder shall be treated as a sale Issuer for all purposes, other than accounting providing the Issuer and U.S. federal its transferees with the full risks and state income tax purposes. If benefits of ownership of the Sold Assets (such that the Sold Assets would not be property of the Depositor’s estate in the event of the Depositor’s bankruptcy). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, the sale, assignment and transfer Sold Assets conveyed hereunder are construed to constitute property of the Conveyed Receivables and Related Assets to the SPV Depositor or such conveyance is not treated as a sale by the Depositor to the Issuer for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of conveyance by the Conveyed Receivables and Related Assets Depositor provided for in this Agreement shall be treated as the grant Grant of, and the Originators Depositor hereby grant Grants, to the SPV, Issuer a security interest in in, to and under all of the Conveyed Receivables Depositor’s right, title and Related interest in, to and under all the Sold Assets and all proceeds relating thereto, to secure the payment and performance of the Originators’ Depositor’s obligations to the SPV hereunder under this Agreement and under the other Transaction Documents or as may be determined in connection therewith by applicable Applicable Law. The Originators and Except with respect to Equipment with an aggregate invoiced cost of $25,000 or less, the SPV shall, to the extent consistent with this Agreement, Depositor shall take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, of the Conveyed Receivables and Related Sold Assets, such security interest would be deemed to be a perfected first priority security interest in favor of the SPV Issuer (and its assignee) under applicable Applicable Law and shall be maintained as such throughout the term of this Agreement. (bc) The Originators hereby grant Depositor acknowledges that the Issuer will, pursuant to the SPV a security interest in Indenture, assign and pledge the Blocked Accounts as additional collateral Sold Assets and certain other property and rights to secure the payment and performance Indenture Trustee for the benefit of the Originators’ obligations Noteholders. The Depositor consents to the SPV hereunder such assignment and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreementpledge.

Intent of the Parties; Grant of Security Interest. (a) The Originators Originator and the SPV Depositor intend that the sale, assignment transaction hereunder to be a true sale and transfer contribution of the Conveyed Receivables and Related Sold Assets by the Originator to the SPV hereunder shall be treated as a sale Depositor for all purposes, other than accounting providing the Depositor and U.S. federal its transferees with the full risks and state income tax purposes. If benefits of ownership of the Sold Assets (such that the Sold Assets would not be property of the Originator’s estate in the event of the Originator’s bankruptcy). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, the sale, assignment and transfer Sold Assets conveyed hereunder are construed to constitute property of the Conveyed Receivables and Related Assets to the SPV Originator or such conveyance is not treated as a sale by the Originator to the Depositor for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of conveyance by the Conveyed Receivables and Related Assets Originator provided for in this Agreement shall be treated as the grant Grant of, and the Originators Originator hereby grant Grants, to the SPV, Depositor a security interest in in, to and under all of the Conveyed Receivables Originator’s right, title and Related interest in, to and under all the Sold Assets and all proceeds relating thereto, to secure the payment and performance of the Originators’ Originator’s obligations to the SPV hereunder under this Agreement and under the other Transaction Documents or as may be determined in connection therewith by applicable Applicable Law. The Originators and Except with respect to Equipment with an aggregate invoiced cost of $25,000 or less, the SPV shall, to the extent consistent with this Agreement, Originator shall take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Sold Assets, such security interest would be deemed to be a perfected first priority security interest in favor of the SPV Depositor (and its assignee) under applicable Applicable Law and shall be maintained as such throughout the term of this Agreement. (bc) The Originators hereby grant Originator acknowledges that the Depositor will, pursuant to the SPV a security interest in Sale and Servicing Agreement sell or contribute the Blocked Accounts as additional collateral Sold Assets and its rights under this Agreement to secure the payment Issuer and performance the Issuer will, pursuant to the Indenture, assign and pledge the Sold Assets and its rights under this Agreement and certain other property and rights to the Indenture Trustee for the benefit of the Originators’ obligations Noteholders. The Originator consents to the SPV hereunder such, sale, assignment and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreementpledge.

Intent of the Parties; Grant of Security Interest. (a) The Originators Originator and the SPV intend that the sale, assignment transactions hereunder to be true sales and transfer contributions of the Conveyed Receivables and Related Sold Assets by the Originator to the SPV hereunder shall be treated as a sale for all purposes, other than accounting providing the SPV with the full risks and U.S. federal and state income tax purposes. If benefits of ownership of the Sold Assets (such that the Sold Assets would not be property of the Originator’s estate in the event of the Originator’s bankruptcy). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, the sale, assignment and transfer any Sold Assets conveyed hereunder are construed to constitute property of the Conveyed Receivables and Related Assets to the SPV Originator or such conveyance is not treated as a sale by the Originator to the SPV for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of conveyance by the Conveyed Receivables and Related Assets Originator provided for in this Agreement shall be treated as the grant of, and the Originators Originator hereby grant grants, to the SPV, SPV a security interest in in, to and under all of the Conveyed Receivables Originator’s right, title and interest in, to and under all the Sold Receivables, the Related Assets Security and all proceeds relating thereto, to secure the payment and performance of the Originators’ Originator’s obligations to the SPV hereunder under this Agreement and under the other Transaction Documents or as may be determined in connection therewith by applicable Applicable Law. The Originators and the SPV shall, to the extent consistent with this Agreement, Originator shall take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Sold Assets, such security interest would be deemed to be a perfected first priority security interest in favor of the SPV (and its assignee) under applicable Applicable Law and shall be maintained as such throughout the term of this Agreement. (b) The Originators hereby grant to the SPV a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement.

Intent of the Parties; Grant of Security Interest. (a) The Originators Originator and the SPV intend that the sale, assignment transactions hereunder to be true sales and transfer contributions of the Conveyed Receivables and Related Sold Assets by the Originator to the SPV hereunder shall be treated as a sale for all purposes, other than accounting providing the SPV with the full risks and U.S. federal and state income tax purposes. If benefits of ownership of the Sold Assets (such that the Sold Assets would not be property of the Originator’s estate in the event of the Originator’s bankruptcy). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, the sale, assignment and transfer any Sold Assets conveyed hereunder are construed to constitute property of the Conveyed Receivables and Related Assets to the SPV Originator or such conveyance is not treated as a sale by the Originator to the SPV for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of conveyance by the Conveyed Receivables and Related Assets Originator provided for in this Agreement shall be treated as the grant of, and the Originators Originator hereby grant grants, to the SPV, SPV a security interest in in, to and under all of the Conveyed Receivables Originator’s right, title and interest in, to and under all the Sold Receivables, the Related Assets Security, Excluded Amounts and all proceeds relating thereto, to secure the payment and performance of the Originators’ Originator’s obligations to the SPV hereunder under this Agreement and under the other Transaction Documents or as may be determined in connection therewith by applicable Applicable Law. The Originators and the SPV shall, to the extent consistent with this Agreement, Originator shall take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Sold Assets, such security interest would be deemed to be a perfected first priority security interest in favor of the SPV (and its assignee) under applicable Applicable Law and shall be maintained as such throughout the term of this Agreement. (b) The Originators hereby grant to the SPV a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement.

Intent of the Parties; Grant of Security Interest. (a) The Originators and the SPV intend that the sale, assignment and transfer of the Conveyed Receivables and Related Assets to the SPV hereunder shall be treated as a sale for all purposes, other than accounting and U.S. federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Conveyed Receivables and Related Assets to the SPV is not treated as a sale for all purposes, other than U.S. accounting and federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, and (ii) the sale, assignment and transfer of the Conveyed Receivables and Related Assets provided for in this Agreement shall be treated as the grant of, and the Originators hereby grant to the SPVgrant, a security interest in the Conveyed Receivables and Related Assets to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The Originators and the SPV shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related AssetsReceivables, such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement. The Originators and the SPV agree to treat and report such interests in the Conveyed Receivables and Related Assets as indebtedness for U.S. federal and state income tax purposes. (b) The Originators hereby grant to the SPV a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement.

Intent of the Parties; Grant of Security Interest. (a) The Originators Originator and the SPV Depositor intend that the sale, assignment transaction hereunder to be a true sale and transfer contribution of the Conveyed Receivables and Related Sold Assets by the Originator to the SPV hereunder shall be treated as a sale Depositor for all purposes, other than accounting providing the Depositor and U.S. federal its transferees with the full risks and state income tax purposes. If benefits of ownership of the Sold Assets (such that the Sold Assets would not be property of the Originator’s estate in the event of the Originator’s bankruptcy). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, the sale, assignment and transfer Sold Assets conveyed hereunder are construed to constitute property of the Conveyed Receivables and Related Assets to the SPV Originator or such conveyance is not treated as a sale by the Originator to the Depositor for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of conveyance by the Conveyed Receivables and Related Assets Originator provided for in this Agreement shall be treated as the grant Grant of, and the Originators Originator hereby grant Grants, to the SPV, Depositor a security interest in in, to and under all of the Conveyed Receivables Originator’s right, title and Related interest in, to and under all the Sold Assets and all proceeds relating thereto, to secure the payment and performance of the Originators’ Originator’s obligations to the SPV hereunder under this Agreement and under the other Transaction Documents or as may be determined in connection therewith by applicable Applicable Law. The Originators and the SPV shall, to the extent consistent with this Agreement, Originator shall take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Sold Assets, such security interest would be deemed to be a perfected first priority security interest in favor of the SPV Depositor (and its assignee) under applicable Applicable Law and shall be maintained as such throughout the term of this Agreement. (bc) The Originators hereby grant Originator acknowledges that the Depositor will, pursuant to the SPV a security interest in Sale and Servicing Agreement sell or contribute the Blocked Accounts as additional collateral Sold Assets and its rights under this Agreement to secure the payment Issuer and performance the Issuer will, pursuant to the Indenture, assign and pledge the Sold Assets and its rights under this Agreement and certain other property and rights to the Indenture Trustee for the benefit of the Originators’ obligations Noteholders. The Originator consents to the SPV hereunder such, sale, assignment and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreementpledge.

Intent of the Parties; Grant of Security Interest. (a) The Originators Originator and the SPV intend that the sale, assignment transactions hereunder to be true sales and transfer contributions of the Conveyed Receivables and Related Sold Assets by the Originator to the SPV hereunder shall be treated as a sale for all purposes, other than accounting providing the SPV with the full risks and U.S. federal and state income tax purposes. If benefits of ownership of the Sold Assets (such that the Sold Assets would not be property of the Originator’s estate in the event of the Originator’s bankruptcy). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, a court of competent jurisdiction determines that any such Sold Assets conveyed hereunder did not constitute such a sale by the sale, assignment and transfer of the Conveyed Receivables and Related Assets Originator to the SPV or that such sale shall for any reason is not treated as ineffective or unenforceable or that such Sold Assets are a sale for all purposes, other than U.S. federal and state income tax purposespart of the Originator’s estate (a “Recharacterization”), then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of conveyance by the Conveyed Receivables and Related Assets Originator provided for in this Agreement shall be treated as the grant of, and the Originators Originator hereby grant grants, to the SPV, SPV a security interest in in, to and under all of the Conveyed Receivables Originator’s right, title and interest in, to and under all the Sold Receivables, the Related Assets Security, Excluded Amounts and all proceeds relating thereto, to secure the payment and performance of the Originators’ Originator’s obligations to the SPV hereunder under this Agreement and under the other Transaction Documents or as may be determined in connection therewith by applicable Applicable Law. The Originators and the SPV shall, to the extent consistent with this Agreement, Originator shall take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Sold Assets, such security interest would be deemed to be a perfected first priority security interest in favor of the SPV (and its assignee) under applicable Applicable Law and shall be maintained as such throughout the term of this Agreement. (b) The Originators hereby grant to . In the case of any Recharacterization, each of the Originator and the SPV represents and warrants as to itself only that each remittance of Collection hereunder will have been (i) in payment of a security interest debt incurred by the Originator in the Blocked Accounts as additional collateral to secure the payment and performance ordinary course of business or financial affairs of the Originators’ obligations to Originator and the SPV hereunder and under (ii) made in the other Transaction Documents ordinary course of business or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor financial affairs of the SPV under applicable Law Originator and shall be maintained as such throughout the term of this AgreementSPV.

Intent of the Parties; Grant of Security Interest. (a) The Originators U.S. Originator and the U.S. SPV intend that the sale, assignment transactions hereunder to be true sales and transfer contributions of the Conveyed Receivables and Related Sold Assets by the U.S. Originator to the U.S. SPV hereunder shall be treated as a sale for all purposes, other than accounting providing the U.S. SPV with the full risks and benefits of ownership of the Sold Assets (such that the Sold Assets would not be property of the U.S. federal and state income tax purposes. If Originator’s estate in the event of the U.S. Originator’s bankruptcy). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, a court of competent jurisdiction determines that any such Sold Assets conveyed hereunder did not constitute such a sale by the sale, assignment and transfer U.S. Originator to the U.S. SPV or that such sale shall for any reason is ineffective or unenforceable or that such Sold Assets are a part of the Conveyed Receivables and Related Assets to the SPV is not treated as U.S. Originator’s estate (a sale for all purposes, other than U.S. federal and state income tax purposes“Recharacterization”), then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of conveyance by the Conveyed Receivables and Related Assets U.S. Originator provided for in this Agreement shall be treated as the grant of, and the Originators U.S. Originator hereby grant grants, to the SPV, U.S. SPV a security interest in in, to and under all of the Conveyed Receivables U.S. Originator’s right, title and interest in, to and under all the Sold Receivables, the Related Assets Security and all proceeds relating thereto, to secure the payment and performance of the Originators’ U.S. Originator’s obligations to the SPV hereunder under this Agreement and under the other Transaction Documents or as may be determined in connection therewith by applicable Applicable Law. The Originators and the SPV shall, to the extent consistent with this Agreement, U.S. Originator shall take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Sold Assets, such security interest would be deemed to be a perfected first priority security interest in favor of the U.S. SPV (and its assignee) under applicable Applicable Law and shall be maintained as such throughout the term of this Agreement. . In the case of any Recharacterization, each of the U.S. Originator and the U.S. SPV represents and warrants as to itself only that each remittance of Collections hereunder will have been (bi) The Originators hereby grant to in payment of a debt incurred by the U.S. Originator and/or the U.S. SPV a security interest in the Blocked Accounts as additional collateral to secure the payment and performance ordinary course of business or financial affairs of the Originators’ obligations to U.S. Originator and the U.S. SPV hereunder and under (ii) made in the other Transaction Documents ordinary course of business or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor financial affairs of the SPV under applicable Law U.S. Originator and shall be maintained as such throughout the term of this AgreementU.S. SPV.

Intent of the Parties; Grant of Security Interest. (a) The Originators Purchaser and United Receivables I intend the SPV intend that the sale, assignment and transfer transactions hereunder to be true sales of the Conveyed Transferred Assets by United Receivables and Related Assets I to the SPV hereunder shall be treated as a sale Purchaser for all purposes, other than accounting providing the Purchaser with the full risks and U.S. federal and state income tax purposes. If benefits of ownership of the Transferred Assets (such that the Transferred Assets would not be property of United Receivables I’s estate in the event of the bankruptcy of United Receivables I). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, the sale, assignment and transfer any Transferred Assets conveyed hereunder are construed to constitute property of the Conveyed United Receivables and Related Assets to the SPV I or such conveyance is not treated as a sale to the Purchaser for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of the Conveyed conveyance by United Receivables and Related Assets I provided for in this Agreement shall be treated as the grant of, and the Originators United Receivables I hereby grant grants to the SPVPurchaser, a security interest in in, to and under all of United Receivables I’s right, title and interest in, to and under all Transferred Assets, and proceeds relating thereto conveyed by United Receivables I to the Conveyed Receivables and Related Assets Purchaser, to secure the payment and performance of the Originators’ United Receivables I’s obligations to the SPV hereunder and Purchaser under the other Transaction Documents this Agreement or as may be determined in connection therewith by applicable Law. The Originators United Receivables I and the SPV Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Transferred Assets, such security interest would be deemed to be a perfected security interest in favor of the SPV Purchaser under applicable Law law and shall be maintained as such throughout the term of this Agreement. (b) The Originators hereby grant to the SPV a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement.

Intent of the Parties; Grant of Security Interest. (a) The Originators United Receivables I and each Originator intend the SPV intend that the sale, assignment and transfer transactions hereunder to be true sales of the Conveyed Transferred Assets by the Originators to United Receivables and Related Assets to the SPV hereunder shall be treated as a sale I for all purposes, other than accounting providing United Receivables I with the full risks and U.S. federal and state income tax purposes. If benefits of ownership of the Transferred Assets (such that the Transferred Assets would not be property of the applicable Originator’s estate in the event of the bankruptcy of any Originator). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, the sale, assignment and transfer any Transferred Assets conveyed hereunder are construed to constitute property of the Conveyed Receivables and Related Assets to the SPV any Originator or such conveyance is not treated as a sale to United Receivables I for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of conveyance by the Conveyed Receivables and Related Assets Originators provided for in this Agreement shall be treated as the grant of, and the Originators each Originator hereby grant grants to the SPVUnited Receivables I, a security interest in in, to and under all of the Conveyed Originators’ right, title and interest in, to and under all Transferred Assets, and proceeds relating thereto conveyed by the Originators to United Receivables and Related Assets I, to secure the payment and performance of the Originators’ obligations to the SPV hereunder and United Receivables I under the other Transaction Documents this Agreement or as may be determined in connection therewith by applicable Law. The Originators Each Originator and the SPV United Receivables I shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Transferred Assets, such security interest would be deemed to be a perfected security interest in favor of the SPV United Receivables I under applicable Law law and shall be maintained as such throughout the term of this Agreement. (b) The Originators hereby grant to the SPV a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement.

Intent of the Parties; Grant of Security Interest. (a) The Originators and the SPV intend that the sale, assignment and transfer of the Conveyed Receivables and Related Assets to the SPV hereunder shall be treated as a sale for all purposes, other than accounting and U.S. federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Conveyed Receivables and Related Assets to the SPV is not treated as a sale for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, and (ii) the sale, assignment and transfer of the Conveyed Receivables and Related Assets provided for in this Agreement shall be treated as the grant of, and the Originators hereby grant to the SPV, a security interest in the Conveyed Receivables and Related Assets to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The Originators and the SPV shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, the Conveyed Receivables and Related Assets, such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement. (b) The Originators hereby grant to the SPV a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the Originators’ obligations to the SPV hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreement.

Intent of the Parties; Grant of Security Interest. (a) The Originators Depositor and the SPV Issuer intend that the sale, assignment transactions hereunder to be true sales and transfer contributions of the Conveyed Receivables and Related Sold Assets by the Depositor to the SPV hereunder shall be treated as a sale Issuer for all purposes, other than accounting providing the Issuer and U.S. federal its transferees with the full risks and state income tax purposes. If benefits of ownership of the Sold Assets (such that the Sold Assets would not be property of the Depositor’s estate in the event of the Depositor’s bankruptcy). (b) If, notwithstanding the intent of the partiesparties or any other provision hereof, the sale, assignment and transfer Sold Assets conveyed hereunder are construed to constitute property of the Conveyed Receivables and Related Assets to the SPV Depositor or such conveyance is not treated as a sale by the Depositor to the Issuer for all purposes, other than U.S. federal and state income tax purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC, ; and (ii) the sale, assignment and transfer of conveyance by the Conveyed Receivables and Related Assets Depositor provided for in this Agreement shall be treated as the grant Grant of, and the Originators Depositor hereby grant Grants, to the SPV, Issuer a security interest in in, to and under all of the Conveyed Receivables Depositor’s right, title and Related interest in, to and under all the Sold Assets and all proceeds relating thereto, to secure the payment and performance of the Originators’ Depositor’s obligations to the SPV hereunder under this Agreement and under the other Transaction Documents or as may be determined in connection therewith by applicable Applicable Law. The Originators and the SPV shall, to the extent consistent with this Agreement, Depositor shall take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, of the Conveyed Receivables and Related Sold Assets, such security interest would be deemed to be a perfected first priority security interest in favor of the SPV Issuer (and its assignee) under applicable Applicable Law and shall be maintained as such throughout the term of this Agreement. (bc) The Originators hereby grant Depositor acknowledges that the Issuer will, pursuant to the SPV a security interest in Indenture, assign and pledge the Blocked Accounts as additional collateral Sold Assets and certain other property and rights to secure the payment and performance Indenture Trustee for the benefit of the Originators’ obligations Noteholders. The Depositor consents to the SPV hereunder such assignment and under the other Transaction Documents or as may be determined in connection therewith by applicable Law, and shall take such actions as may be necessary to ensure that such security interest would be deemed to be a perfected security interest in favor of the SPV under applicable Law and shall be maintained as such throughout the term of this Agreementpledge.