Common use of Section 360 Clause in Contracts

Section 360. 6. If, notwithstanding the intention of the Seller and the Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), the Seller hereby grants, and the parties intend that the Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the Conveyed Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under Applicable Law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of the Seller and the Purchaser represents and warrants as to itself that each remittance of collections by the Seller to the Purchaser hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Purchaser and (ii) made in the ordinary course of business or financial affairs of the Seller and the Purchaser. Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodian.