Common use of PRECAUTIONARY SECURITY INTEREST IN PURCHASED RECEIVABLES Clause in Contracts

PRECAUTIONARY SECURITY INTEREST IN PURCHASED RECEIVABLES. Without limiting the provisions of Section 6.1, in an abundance of caution to address the possibility that, notwithstanding that the Seller and the Purchaser expressly intend and expect for the sale, conveyance, assignment and transfer of the Purchased Receivables hereunder to be a true and absolute sale and assignment for all purposes, to protect the interests of the Purchaser in the event that such sale and assignment is recharacterized as something other than a true sale or such sale will for any reason be ineffective or unenforceable as such, as determined in a judicial, administrative or other proceeding (any of the foregoing being a “Recharacterization”), the Seller does hereby grant to the Purchaser, a continuing security interest of first priority in all of the Seller’s right, title and interest in, to and under the Purchased Receivables, whether now or hereafter existing, and any and all “proceeds” thereof (as such term is defined in the UCC), in each case, for the benefit of the Purchaser as security for the prompt and complete payment of a loan deemed to have been made in an amount equal to Purchase Amount together with the performance when due of all of the Seller’s obligations now or hereafter existing under this Agreement and the other Transaction Documents, which security interest will, upon the filing of a duly prepared financing statement in the appropriate filing office and to the extent the Purchased Receivables constitute an asset and not an obligation of the Seller, be perfected and prior to all other Liens thereon, other than Permitted Liens, to the extent that such security interest in the Collateral can be perfected under the UCC by the filing of financing statement in such filing office. In the event of a Recharacterization, the Purchaser will have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other Applicable Law, which rights and remedies will be cumulative. The Parties intend that this Agreement shall constitute a security agreement in respect of such security interest. For the avoidance of doubt, a Recharacterization in any one jurisdiction shall not constitute a Recharacterization, or otherwise impact the characterization of the Purchased Receivables in any other jurisdiction. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

PRECAUTIONARY SECURITY INTEREST IN PURCHASED RECEIVABLES. Without limiting the provisions of Section 6.1, in an abundance of caution to address the possibility that, notwithstanding that the Seller and the Purchaser expressly intend and expect for the sale, conveyance, assignment and transfer of the Purchased Receivables hereunder to be a true and absolute sale and assignment for all purposes, to protect the interests of the Purchaser in the event that such sale and assignment is recharacterized as something other than a true sale or such sale will for any reason be ineffective or unenforceable as such, as determined in a judicial, administrative or other proceeding (any of the foregoing being a “Recharacterization”), the Seller does hereby grant to the Purchaser, a continuing security interest of first priority in all of the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Seller’s right, title and interest in, to and under the Purchased Receivables, whether now or hereafter existing, and any and all “proceeds” thereof (as such term is defined in the UCC), in each case, for the benefit of the Purchaser as security for the prompt and complete payment of a loan deemed to have been made in an amount equal to Purchase Amount together with the performance when due of all of the Seller’s obligations now or hereafter existing under this Agreement and the other Transaction Documents, which security interest will, upon the filing of a duly prepared financing statement in the appropriate filing office and to the extent the Purchased Receivables constitute an asset and not an obligation of the Seller, be perfected and prior to all other Liens thereon, other than Permitted Liens, to the extent that such security interest in the Collateral can be perfected under the UCC by the filing of financing statement in such filing office. In the event of a Recharacterization, the Purchaser will have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other Applicable Law, which rights and remedies will be cumulative. The Parties intend that this Agreement shall constitute a security agreement in respect of such security interest. For the avoidance of doubt, a Recharacterization in any one jurisdiction shall not constitute a Recharacterization, or otherwise impact the characterization of the Purchased Receivables in any other jurisdiction. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

PRECAUTIONARY SECURITY INTEREST IN PURCHASED RECEIVABLES. Without limiting Section 4.9 and as set forth in Section 4.7, it is the provisions intent and expectation of Section 6.1both Seller and Purchaser that the sale, conveyance, assignment and transfer of the Purchased Receivables be a true, irrevocable and absolute sale by Seller to Purchaser for all purposes. Notwithstanding the foregoing, in an abundance of caution to address the possibility that, notwithstanding that the Seller and the Purchaser expressly intend and expect for the sale, conveyance, assignment and transfer of the Purchased Receivables hereunder to be a true and absolute sale and assignment for all purposes, to protect the interests of the Purchaser in the event that such sale and assignment is recharacterized will be characterized as something a loan or other than financial accommodation and not a true sale or such sale will for any reason be ineffective or unenforceable as such, as determined in a judicial, administrative or other proceeding (any of the foregoing being a “Recharacterization”), then this Agreement will be deemed to constitute a security agreement under the UCC and other Applicable Law. For this purpose and without being in derogation of the intention of Seller and Purchaser that the sale of the Purchased Receivables will constitute a true sale thereof, effective as of the Closing Date, Seller does hereby grant to the Purchaser, Purchaser a continuing security interest of first priority in all of the Seller’s right, title and interest in, to and under the Purchased Receivables, whether now or hereafter existing, and any and all “proceeds” thereof (as such term is defined in the UCC), in each case, for the benefit of the Purchaser as security for the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Amount Price together with the performance when due of all of the Seller’s obligations now or hereafter existing under this Agreement and the other Transaction Documents, which security interest will, upon the filing of a duly prepared financing statement in the appropriate filing office and to the extent the Purchased Receivables constitute an asset and not an obligation filing particulars of the Sellersecurity interest in the CRO, be perfected and prior to all other Liens Encumbrances thereon, other than Permitted LiensEncumbrances, to the extent that such security interest in the Collateral can be perfected under the UCC by the filing of financing statement in such filing officeoffice or making such other filings. In the event of a Recharacterization, the Purchaser will have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other Applicable Law, which rights and remedies will be cumulative. The Parties intend Seller hereby authorizes Purchaser, as secured party, to file the UCC financing statements and Form C1 contemplated hereby. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that this Agreement shall constitute a security agreement each remittance of payments of the Scheduled Quarterly Amount, in respect of such security interest. For the avoidance of doubt, a Recharacterization in any one jurisdiction shall not constitute a Recharacterization, or otherwise impact the characterization payments of the Purchased Receivables in Scheduled Quarterly Amount or any other jurisdiction. [*] = Certain confidential information contained payment owed by Seller to Purchaser under this Agreement, will have been in this documentpayment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser, marked by brackets, has been omitted and filed separately with made in the Securities ordinary course of business or financial affairs of Seller and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedPurchaser.

PRECAUTIONARY SECURITY INTEREST IN PURCHASED RECEIVABLES. Without limiting Section 5.5 and as set forth in the provisions Security Interest Agreement it is the intent and expectation of Section 6.1both Seller and Purchaser that the sale, conveyance, assignment and transfer of the Purchased Receivables be a true, irrevocable and absolute sale by Seller to Purchaser for all purposes. Notwithstanding the foregoing, in an abundance of caution to address the possibility that, notwithstanding that the Seller and the Purchaser expressly intend and expect for the sale, conveyance, assignment and transfer of the Purchased Receivables hereunder to be a true and absolute sale and assignment for all purposes, to protect the interests of the Purchaser in the event that such sale and assignment is recharacterized will be characterized as something a loan or other than financial accommodation and not a true sale or such sale will for any reason be ineffective or unenforceable as such, as determined in a judicial, administrative or other proceeding (any of the foregoing being a “Recharacterization”), then this Agreement will be deemed to constitute a security agreement under the UCC and other Applicable Law. For this purpose and without being in derogation of the intention of Seller and Purchaser that the sale of the Purchased Receivables will constitute a true sale thereof, Seller does hereby grant to the Purchaser, Purchaser a continuing security interest of first priority in all of the Seller’s right, title and interest in, to and under the Purchased Receivables, whether now or hereafter existing, and any and all “proceeds” thereof (as such term is defined in the UCC), in each case, for the benefit of the Purchaser as security for the prompt and complete payment of a loan deemed to have been made in an amount equal to Purchase Amount together with the performance when due of all of the Seller’s obligations now or hereafter existing under this Agreement and the other Transaction DocumentsAgreement, which security interest will, upon the filing of a duly prepared financing statement in the appropriate filing office and to the extent the Purchased Receivables constitute an asset and not an obligation of the Sellersecretary of state of the state of Delaware, be perfected and prior to all other Liens Encumbrances thereon, other than Permitted Liens, to the extent that such security interest in the Collateral can be perfected under the UCC by the filing of financing statement in such filing office. In the event of a Recharacterization, the Purchaser will have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other Applicable Law, which rights and remedies will be cumulative. The Parties intend that this Agreement shall constitute a security agreement in respect of such security interest. For the avoidance of doubt, a Recharacterization in any one jurisdiction shall not constitute a Recharacterization, or otherwise impact the characterization of the Purchased Receivables in any other jurisdiction. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934Seller hereby authorizes Purchaser, as amendedsecured party, to file the UCC financing statements contemplated hereby.

PRECAUTIONARY SECURITY INTEREST IN PURCHASED RECEIVABLES. Without limiting Section 4.8 and as set forth in Section 4.6, it is the provisions intent and expectation of Section 6.1both Seller and Purchaser that the sale, conveyance, assignment and transfer of the Purchased Receivables be a true, irrevocable and absolute sale by Seller to Purchaser for all purposes. Notwithstanding the foregoing, in an abundance of caution to address the possibility that, notwithstanding that the Seller and the Purchaser expressly intend and expect for the sale, conveyance, assignment and *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. transfer of the Purchased Receivables hereunder to be a true and absolute sale and assignment for all purposes, to protect the interests of the Purchaser in the event that such sale and assignment is recharacterized will be characterized as something a loan or other than financial accommodation and not a true sale or such sale will for any reason be ineffective or unenforceable as such, as determined in a judicial, administrative or other proceeding (any of the foregoing being a “Recharacterization”), then this Agreement will be deemed to constitute a security agreement under the UCC and other Applicable Law. For this purpose and without being in derogation of the intention of Seller and Purchaser that the sale of the Purchased Receivables will constitute a true sale thereof, effective as of the Tranche A Closing Date, Seller does hereby grant to the Purchaser, Purchaser a continuing security interest of first priority in all of the Seller’s right, title and interest in, to and under the Purchased Receivables, whether now or hereafter existing, and any and all “proceeds” thereof (as such term is defined in the UCC), in each case, for the benefit of the Purchaser as security for the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Amount Price actually paid to Seller together with the performance when due of all of the Seller’s obligations now or hereafter existing under this Agreement and the other Transaction Documents, which security interest will, upon the filing of a duly prepared financing statement in the appropriate filing office and to the extent the Purchased Receivables constitute an asset and not an obligation of the Seller, be perfected and prior to all other Liens thereon, Encumbrances thereon (other than Permitted Liens, Encumbrances) to the extent that such security interest in the Collateral can be perfected under the UCC by the filing of a financing statement in such the appropriate filing office. In the event of a Recharacterization, the Purchaser will have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other Applicable Law, which rights and remedies will be cumulative. The Parties intend Seller hereby authorizes Purchaser, as secured party, to file the UCC financing statements contemplated by Section 4.6. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that this Agreement shall constitute a security agreement each remittance of payments of the Scheduled Quarterly Amount, in respect of such security interest. For the avoidance of doubt, a Recharacterization in any one jurisdiction shall not constitute a Recharacterization, or otherwise impact the characterization payments of the Purchased Receivables in Scheduled Quarterly Amount or any other jurisdiction. [*] = Certain confidential information contained payment owed by Seller to Purchaser under this Agreement, will have been in this documentpayment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser, marked by brackets, has been omitted and filed separately with made in the Securities ordinary course of business or financial affairs of Seller and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedPurchaser.

PRECAUTIONARY SECURITY INTEREST IN PURCHASED RECEIVABLES. Without limiting Section 4.8 and as set forth in Section 4.6, it is the provisions intent and expectation of Section 6.1both Seller and Purchaser that the sale, conveyance, assignment and transfer of the Purchased Receivables be a true, irrevocable and absolute sale by Seller to Purchaser for all purposes. Notwithstanding the foregoing, in an abundance of caution to address the possibility that, notwithstanding that the Seller and the Purchaser expressly intend and expect for the sale, conveyance, assignment and transfer of the Purchased Receivables hereunder to be a true and absolute sale and assignment for all purposes, to protect the interests of the Purchaser in the event that such sale and assignment is recharacterized will be characterized as something a loan or other than financial accommodation and not a true sale or such sale will for any reason be ineffective or unenforceable as such, as determined in a judicial, administrative or other proceeding (any of the foregoing being a “Recharacterization”), then this Agreement will be deemed to constitute a security agreement under the UCC and other Applicable Law. For this purpose and without being in derogation of the intention of Seller and Purchaser that the sale of the Purchased Receivables will constitute a true sale thereof, effective as of the Tranche A Closing Date, Seller does hereby grant to the Purchaser, Purchaser a continuing security interest of first priority in all of the Seller’s right, title and interest in, to and under the Purchased Receivables, whether now or hereafter existing, and any and all “proceeds” thereof (as such term is defined in the UCC), in each case, for the benefit of the Purchaser as security for the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Amount Price actually paid to Seller together with the performance when due of all of the Seller’s obligations now or hereafter existing under this Agreement and the other Transaction Documents, which security interest will, upon the filing of a duly prepared financing statement in the appropriate filing office and to the extent the Purchased Receivables constitute an asset and not an obligation of the Seller, be perfected and prior to all other Liens thereon, Encumbrances thereon (other than Permitted Liens, Encumbrances) to the extent that such security interest in the Collateral can be perfected under the UCC by the filing of a financing statement in such the appropriate filing office. In the event of a Recharacterization, the Purchaser will have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other Applicable Law, which rights and remedies will be cumulative. The Parties intend Seller hereby authorizes Purchaser, as secured party, to file the UCC financing statements contemplated by Section 4.6. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that this Agreement shall constitute a security agreement each remittance of payments of the Scheduled Quarterly Amount, in respect of such security interest. For the avoidance of doubt, a Recharacterization in any one jurisdiction shall not constitute a Recharacterization, or otherwise impact the characterization payments of the Purchased Receivables in Scheduled Quarterly Amount or any other jurisdiction. [payment owed by Seller to Purchaser under this Agreement, will have been in payment of a debt incurred *] = ** Certain confidential information contained in this document, marked by bracketswith three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. by Seller in the ordinary course of business or financial affairs of Seller and Purchaser, and made in the ordinary course of business or financial affairs of Seller and Purchaser.