Common use of Back-Up Security Interest Clause in Contracts

Back-Up Security Interest. In the event, however, that notwithstanding such intent and agreement, any of such transfers are deemed to secure indebtedness, the Transferor hereby Grants to the Issuer a security interest in all of its right, title and interest in, to and under such Conveyed Collateral (whether now existing or hereafter created) and the Issuer hereby further Grants such security interest to the Trustee for the benefit of the Secured Parties. For such purposes, this Agreement shall constitute a security agreement under the UCC, securing the repayment of the purchase price paid hereunder and the obligations or interests represented by the Notes, in the order and priority, and subject to the other terms and conditions of, this Agreement and the Indenture, together with such other obligations or interest as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except as set forth in this Agreement, the Transferor assigns each Conveyed Collateral “as is,” and makes no covenants, representations or warranties regarding the Conveyed Collateral. If any such transfer of Conveyed Collateral by the Transferor to the Issuer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(a) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (1) all or a portion of the Conveyed Collateral pledged to the Issuer by the Transferor and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Transferor, and without further notice to or acknowledgment from the Transferor. The Transferor hereby waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Issuer or any assignee relating to such repledge or reassignment in connection with the transactions contemplated by this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement naming the Transferor as debtor, the Issuer as secured party and the Trustee as assignee and referring to the Conveyed Collateral pledged hereunder as collateral thereunder.

Back-Up Security Interest. In It is the event, however, that notwithstanding such intent and agreement, any intention of such transfers are deemed to secure indebtednessthe Sellers, the Transferor hereby Grants to the Issuer a security interest in all of its right, title and interest in, to and under such Conveyed Collateral (whether now existing or hereafter created) Trust Depositor and the Issuer hereby further Grants such security interest to Trust that the Trustee for transactions contemplated by the benefit Sale and Contribution Agreement and this Agreement constitute an irrevocable sale, assignment and transfer of ownership of the Secured PartiesAssets transferred thereunder and the Trust Assets transferred hereunder. For such purposesNevertheless, in the event a court of competent jurisdiction were to ever determine that the transactions contemplated by the Sale and Contribution Agreement and this Agreement shall constitute were secured financings rather than "true sales", each Seller has granted the Trust Depositor in the Sale and Contribution Agreement and the Trust Depositor has granted (and hereby grants to) the Trust a "security agreement under interest" (the term security interest, as used throughout this Agreement, is used as defined in the UCC) in the Trust Assets being conveyed hereunder, which is enforceable in accordance with the UCC upon execution and delivery of this Agreement securing the repayment of the purchase price paid hereunder and the obligations or and/or interests represented by the Notes, provided for in this Agreement and in the order and prioritypriorities, and subject to the other terms and conditions of, of this Agreement and the Indentureother Transaction Documents, together with such other obligations or interest interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except Upon (i) the filing of UCC-1 financing statements naming the Trust as set forth in this Agreementsecured party/buyer, the Transferor assigns each Conveyed Collateral “Trust Depositor, as is,” debtor/seller, and makes no covenantsthe Indenture Trustee, representations or warranties regarding as assignee, and (ii) the Conveyed Collateral. If any such transfer of Conveyed Collateral by the Transferor to the Issuer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(a) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting of a security interest to secure a financingCustodian, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (1) all or a portion Trust, taking possession of the Conveyed Collateral pledged Receivables and Receivables Files, the Trust shall have a first priority perfected security interest in the Trust Assets and Collections, subject only to Permitted Liens. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust in the Trust Assets and Collections have been (or prior to the Issuer by applicable Transfer Date will be) made. Upon (i) the Transferor and with respect to which the Issuer has not released its security interest at the time filing of such pledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Transferor, and without further notice to or acknowledgment from the Transferor. The Transferor hereby waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Issuer or any assignee relating to such repledge or reassignment in connection with the transactions contemplated by this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement statements naming the Transferor as debtor, the Issuer Indenture Trustee as secured party and the Trustee Trust as assignee and referring debtor with respect to the Conveyed Collateral pledged hereunder Trust Assets and (ii) the Custodian, for the benefit of the Indenture Trustee, taking possession of the Receivables and Receivables Files and, in the case of Incremental Purchases or Substitute Assets on the applicable Incremental Transfer Date or Substitute Asset Transfer Date, as applicable, the Indenture Trustee shall have a first priority perfected security interest in the Trust Assets, subject only to Permitted Liens. Neither the Trust Depositor nor any Person claiming through or under Trust Depositor shall have any claim to or interest in any of the Trust Assets, except to the extent set forth in Sections 2.11(a) and (b), as applicable, and if, notwithstanding the expressed intention of the parties hereto, this Agreement constitutes the grant of a security interest (for collateral thereunderpurposes) in such property, except for the interest of Trust Depositor in such property as a debtor for purposes of the UCC.

Back-Up Security Interest. In the event, however, that notwithstanding such intent and agreement, any of such transfers are deemed to secure indebtedness, the Transferor hereby Grants to the Depositor a security interest in all of its right, title and interest in, to and under such Conveyed Collateral (whether now existing or hereafter created), the Depositor hereby Grants to the Issuer a security interest in all of its right, title and interest in, to and under such Conveyed Collateral (whether now existing or hereafter created) , and including the security interest Granted to the Depositor by the Transferor), and the Issuer hereby further Grants such security interest to the Collateral Trustee for the benefit of the Secured Parties. For such purposes, this Agreement shall constitute a security agreement under the UCC, securing the repayment of the purchase price Purchase Price paid hereunder and the obligations or interests represented by the NotesDebt, in the order and priority, and subject to the other terms and conditions of, this Agreement and the Indenture, together with such other obligations or interest as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except as set forth in this Agreement, each of the Transferor and the Depositor assigns each Conveyed Collateral “as is,” and makes no covenants, representations or warranties regarding the Conveyed Collateral. If any such transfer of Conveyed Collateral by the Transferor to the Depositor and/or by the Depositor to the Issuer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(a) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Collateral Trustee for the benefit of the Secured Parties (1) all or a portion of the Conveyed Collateral pledged to the Issuer by the Transferor Depositor and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the TransferorDepositor, and without further notice to or acknowledgment from the Depositor or the Transferor. The Each of the Transferor and the Depositor hereby waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Issuer or any assignee relating to such repledge or reassignment in connection with the transactions contemplated by this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement naming the Transferor as debtor, the Issuer Depositor as assignor secured party and the Issuer as assignee secured party, and referring to the Conveyed Collateral pledged hereunder as collateral thereunder, and a UCC-1 financing statement (which the Depositor hereby authorizes the Transferor to file on its behalf) naming the Depositor as debtor, the Issuer as assignor secured party and the Collateral Trustee as assignee secured party, and referring to the Conveyed Collateral pledged hereunder as collateral thereunder.

Back-Up Security Interest. In the eventevent that, however, that notwithstanding such the intent and agreement, any of such transfers are deemed to secure indebtednessthe parties, the Transferor hereby Grants to the Issuer transfers hereunder shall be characterized as loans and not as sales and/or contributions, then: (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Buyer in all of its right, title and interest inof the Seller in the Transferred Assets, to and under such Conveyed Collateral (whether now existing or hereafter created) and the Issuer hereby further Grants such which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Seller owns and has, and upon the sale and transfer thereof by the Seller to the Trustee for Buyer, the benefit Buyer will have good and marketable title to the Transferred Assets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Seller has received all consents and approvals required by the terms of the Secured Parties. For such purposes, this Agreement shall constitute a security agreement under Portfolio Assets to the UCC, securing the repayment sale of the purchase price paid Portfolio Assets hereunder and the obligations or interests represented by the Notes, in the order and priority, and subject to the other terms and conditions of, this Agreement and the Indenture, together with such other obligations or interest as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except as set forth in this Agreement, the Transferor assigns each Conveyed Collateral “as is,” and makes no covenants, representations or warranties regarding the Conveyed Collateral. If any such transfer of Conveyed Collateral by the Transferor to the Issuer Buyer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(aexcept (A) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (1) all or a portion of the Conveyed Collateral pledged to the Issuer by the Transferor and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Transferor, and without further notice to or acknowledgment from the Transferor. The Transferor hereby waives, to the extent permitted by applicable law, all claims, causes that the requirement for such consent is rendered ineffective under Section 9-406 of action the UCC and remedies, whether legal or equitable (including B) for any right of setoff), against the Issuer or any assignee relating customary procedural requirements and agents’ and/or obligors’ consents expected to such repledge or reassignment be obtained in due course in connection with the transactions contemplated by transfer of the Portfolio Assets to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain)); (v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Transferred Assets granted to the Buyer under this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement naming the Transferor as debtor, the Issuer as secured party and the Trustee as assignee and referring to the Conveyed Collateral pledged hereunder extent perfection can be achieved by filing a financing statement; (vi) except with respect to any Portfolio Asset for which there is no promissory note, all original executed copies of each promissory note that constitutes or evidences the Portfolio Assets have been delivered by the Seller at the direction of the Buyer as collateral thereunderrequired under the Credit Agreement; and (vii) none of the promissory notes, if any, that constitute or evidence any Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Buyer.

Back-Up Security Interest. In the eventevent that, however, that notwithstanding such the intent and agreement, any of such transfers are deemed to secure indebtednessthe parties, the Transferor hereby Grants to the Issuer transfers hereunder shall be characterized as loans and not as sales and/or contributions, then: (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Buyer in all of its right, title and interest inof the Seller in the Transferred Assets, to and under such Conveyed Collateral (whether now existing or hereafter created) and the Issuer hereby further Grants such which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Seller owns and has, and upon the sale and transfer thereof by the Seller to the Trustee for Buyer, the benefit Buyer will have good and marketable title to the Transferred Assets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Seller has received all consents and approvals required by the terms of the Secured Parties. For such purposes, this Agreement shall constitute a security agreement under Portfolio Assets to the UCC, securing the repayment sale of the purchase price paid Portfolio Assets hereunder and the obligations or interests represented by the Notes, in the order and priority, and subject to the other terms and conditions of, this Agreement and the Indenture, together with such other obligations or interest as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except as set forth in this Agreement, the Transferor assigns each Conveyed Collateral “as is,” and makes no covenants, representations or warranties regarding the Conveyed Collateral. If any such transfer of Conveyed Collateral by the Transferor to the Issuer Buyer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(aexcept (A) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting of a security interest to secure a financing, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (1) all or a portion of the Conveyed Collateral pledged to the Issuer by the Transferor and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Transferor, and without further notice to or acknowledgment from the Transferor. The Transferor hereby waives, to the extent permitted by applicable law, all claims, causes that the requirement for such consent is rendered ineffective under Section 9-406 of action the UCC and remedies, whether legal or equitable (including B) for any right of setoff), against the Issuer or any assignee relating customary procedural requirements and agents’ and/or obligors’ consents expected to such repledge or reassignment be obtained in due course in connection with the transactions contemplated by transfer of the Portfolio Assets to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain)); (v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Transferred Assets granted to the Buyer under this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement naming the Transferor as debtor, the Issuer as secured party and the Trustee as assignee and referring to the Conveyed Collateral pledged hereunder extent perfection can be achieved by filing a financing statement; (vi) except with respect to any Portfolio Asset for which there is no promissory note, all original executed copies of each promissory note that constitutes or evidences the Portfolio Assets have been Delivered by the Seller at the direction of the Buyer as collateral thereunderrequired under the Credit Agreement; and (vii) none of the promissory notes, if any, that constitute or evidence any Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Buyer.

Back-Up Security Interest. In Seller, Agent and each Principal intend that the eventTransactions hereunder be sales to Agent of the Purchased Assets and not loans from Agent to Seller secured by such Purchased Assets. However, howeverin order to preserve Agent’s and each Principal’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, that notwithstanding such intent and agreementas security for Seller’s performance of all of its respective Obligations, any of such transfers are deemed Seller hereby grants to secure indebtedness, the Transferor hereby Grants to the Issuer Agent a fully perfected first priority security interest in all of its rightthe following property, title and interest in, to and under such Conveyed Collateral (whether now existing or hereafter createdacquired: the Purchased Assets, the Related Security, the related Records, all mortgage guaranties and insurance relating to such Purchased Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, any purchase agreements or other agreements or contracts relating to or constituting any or all of the Issuer hereby further Grants foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing, all other insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, any security account and all rights to Income and the rights to enforce such security interest payments arising from any of the Purchased Assets, the Servicing Rights, all guarantees or other support for the Purchased Assets, all returned or repossessed manufactured housing units relating to the Trustee for the benefit of the Secured Parties. For such purposesmortgage loans, this Agreement shall constitute a security agreement under the UCC, securing the repayment of the purchase price paid hereunder and the obligations or interests represented by the Notes, in the order and priority, and subject to the other terms and conditions of, this Agreement and the Indenture, together with such other obligations or interest as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except as set forth in this Agreement, the Transferor assigns each Conveyed Collateral “as is,” and makes no covenants, representations or warranties regarding the Conveyed Collateral. If any such transfer of Conveyed Collateral by the Transferor to the Issuer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(a) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting assignment of a security interest in the related manufactured housing unit, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Seller agrees to secure a financingexecute, the Issuer maydeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Agent’s security interest created hereby. Furthermore, Seller hereby authorizes Agent to secure the Issuer’s obligations under the Indenture, repledge and reassign file financing statements relating to the Trustee Purchased Assets without any further authorization of Seller at its option, as it deems appropriate. Servicer shall pay all costs for the benefit of the Secured Parties (1) all or a portion of the Conveyed Collateral pledged to the Issuer by the Transferor and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Transferor, and without further notice to or acknowledgment from the Transferor. The Transferor hereby waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Issuer or any assignee relating to such repledge or reassignment in connection with the transactions contemplated by this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement naming the Transferor as debtor, the Issuer as secured party and the Trustee as assignee and referring or statements prepared pursuant to the Conveyed Collateral pledged hereunder as collateral thereunderthis Section 7.

Back-Up Security Interest. In Seller, Agent and each Principal intend that the eventTransactions hereunder be sales to Agent of the Purchased Assets and not loans from Agent to Seller secured by such Purchased Assets. However, howeverin order to preserve Agent’s and each Principal’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, that notwithstanding such intent and agreementas security for Seller’s performance of all of its respective Obligations, any of such transfers are deemed Seller hereby grants to secure indebtedness, the Transferor hereby Grants to the Issuer Agent a fully perfected first priority security interest in all of its rightthe following property, title and interest in, to and under such Conveyed Collateral (whether now existing or hereafter createdacquired: the Purchased Assets, the Related Security, the related Records, all mortgage guaranties and insurance relating to such Purchased Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, any purchase agreements or other agreements or contracts relating to or constituting any or all of the Issuer hereby further Grants foregoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing, all other insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, any security account and all rights to Income and the rights to enforce such security interest payments arising from any of the Purchased Assets, the Servicing Rights, all guarantees or other support for the Purchased Assets, all returned or repossessed manufactured housing units relating to the Trustee for the benefit of the Secured Parties. For such purposesMortgage Loans, this Agreement shall constitute a security agreement under the UCC, securing the repayment of the purchase price paid hereunder and the obligations or interests represented by the Notes, in the order and priority, and subject to the other terms and conditions of, this Agreement and the Indenture, together with such other obligations or interest as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except as set forth in this Agreement, the Transferor assigns each Conveyed Collateral “as is,” and makes no covenants, representations or warranties regarding the Conveyed Collateral. If any such transfer of Conveyed Collateral by the Transferor to the Issuer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(a) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting assignment of a security interest in the related manufactured housing unit, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (collectively the “Collateral”). Seller agrees to secure a financingexecute, the Issuer maydeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Agent’s security interest created hereby. Furthermore, Seller hereby authorizes Agent to secure the Issuer’s obligations under the Indenture, repledge and reassign file financing statements relating to the Trustee Purchased Assets without any further authorization of Seller at its option, as it deems appropriate. Servicer shall pay all costs for the benefit of the Secured Parties (1) all or a portion of the Conveyed Collateral pledged to the Issuer by the Transferor and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Transferor, and without further notice to or acknowledgment from the Transferor. The Transferor hereby waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Issuer or any assignee relating to such repledge or reassignment in connection with the transactions contemplated by this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement naming the Transferor as debtor, the Issuer as secured party and the Trustee as assignee and referring or statements prepared pursuant to the Conveyed Collateral pledged hereunder as collateral thereunderthis Section 7.

Back-Up Security Interest. In It is the event, however, that notwithstanding such intent and agreement, any intention of such transfers are deemed to secure indebtednessthe Sellers, the Transferor hereby Grants Trust Depositor and the Trust that the transactions contemplated by the Sale and Contribution Agreement and this Agreement constitute an irrevocable sale, assignment and transfer of ownership of the Assets transferred thereunder and the Trust Assets transferred hereunder. Nevertheless, in the event a court of competent jurisdiction were to ever determine that the Issuer a security interest transactions contemplated by the Sale and Contribution Agreement and this Agreement were secured financings rather than "TRUE SALES", each Seller has granted the Trust Depositor in all the Sale and Contribution Agreement and the Trust Depositor by assignment of its rightrights thereunder has granted (and hereby grants to) the Trust a "SECURITY INTEREST" (the term security interest, title as used throughout this Agreement, is used as defined in the UCC) in the Trust Assets being conveyed hereunder, which is enforceable in accordance with the UCC upon execution and interest in, to and under such Conveyed Collateral (whether now existing or hereafter created) and the Issuer hereby further Grants such security interest to the Trustee for the benefit delivery of the Secured Parties. For such purposes, this Agreement shall constitute a security agreement under the UCC, securing the repayment of the purchase price paid hereunder and the obligations or and/or interests represented by the Notes, provided for in this Agreement and in the order and prioritypriorities, and subject to the other terms and conditions of, of this Agreement and the Indentureother Transaction Documents, together with such other obligations or interest interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except Upon (i) the filing of UCC-1 financing statements naming the Trust as set forth in this Agreementsecured party/buyer, the Transferor assigns each Conveyed Collateral “Trust Depositor, as is,” debtor/seller, and makes no covenantsthe Indenture Trustee, representations or warranties regarding as assignee, and (ii) the Conveyed Collateral. If any such transfer of Conveyed Collateral by the Transferor to the Issuer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(a) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting of a security interest to secure a financingCustodian, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (1) all or a portion Trust, taking possession of the Conveyed Collateral pledged Receivables and Receivables Files, the Trust shall have a first priority perfected security interest in the Trust Assets and Collections, subject only to Permitted Liens. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust in the Trust Assets and Collections have been (or prior to the Issuer by applicable Purchase will be) made. Upon the Transferor and with respect to which the Issuer has not released its security interest at the time filing of such pledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Transferor, and without further notice to or acknowledgment from the Transferor. The Transferor hereby waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Issuer or any assignee relating to such repledge or reassignment in connection with the transactions contemplated by this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement statements naming (i) the Transferor as debtor, the Issuer Indenture Trustee as secured party and the Trustee Trust as assignee and referring debtor with respect to the Conveyed Collateral pledged hereunder Trust Assets and (ii) the Custodian, for the benefit of the Indenture Trustee, taking possession of the Receivables and Receivables Files and, in the case of Incremental Purchases or Subsequent Receivables on the applicable Incremental Purchase Date or Subsequent Transfer Date, as applicable, the Indenture Trustee shall have a first priority perfected security interest in the Trust Assets subject only to Permitted Liens. Neither the Trust Depositor nor any Person claiming through or under Trust Depositor shall have any claim to or interest in any of the Trust Assets, except to the extent set forth in SECTIONS 2.11(A) and (B), as applicable, and if, notwithstanding the expressed intention of the parties hereto, this Agreement constitutes the grant of a security interest (for collateral thereunderpurposes) in such property, except for the interest of Trust Depositor in such property as a debtor for purposes of the UCC.

Back-Up Security Interest. In It is the event, however, that notwithstanding such intent and agreement, any intention of such transfers are deemed to secure indebtednessthe Sellers, the Transferor hereby Grants to the Issuer a security interest in all of its right, title and interest in, to and under such Conveyed Collateral (whether now existing or hereafter created) Trust Depositor and the Issuer hereby further Grants such security interest to Trust that the Trustee for transactions contemplated by the benefit Sale and Contribution Agreement and this Agreement constitute an irrevocable sale, assignment, conveyance, set-off and transfer of ownership of the Secured PartiesAssets transferred thereunder and the Trust Assets transferred hereunder. For such purposesNevertheless, in the event a court of competent jurisdiction were to ever determine that the transactions contemplated by the Sale and Contribution Agreement and this Agreement shall constitute were secured financings rather than "true sales", each Seller has granted the Trust Depositor in the Sale and Contribution Agreement and the Trust Depositor has granted (and hereby grants to) the Trust a "security agreement under interest" (the term security interest, as used throughout this Agreement, is used as defined in the UCC) in the Trust Assets being conveyed hereunder, which is enforceable in accordance with the UCC upon execution and delivery of this Agreement securing the repayment of the purchase price paid hereunder and the obligations or and/or interests represented by the Notes, provided for in this Agreement and in the order and prioritypriorities, and subject to the other terms and conditions of, of this Agreement and the Indentureother Transaction Documents, together with such other obligations or interest interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. Except Upon (i) the filing of UCC-1 financing statements naming the Trust as set forth in this Agreementsecured party/buyer, the Transferor assigns each Conveyed Collateral “Trust Depositor, as is,” debtor/seller, and makes no covenantsthe Indenture Trustee, representations or warranties regarding as assignee, and (ii) the Conveyed Collateral. If any such transfer of Conveyed Collateral by the Transferor to the Issuer (whether Initial Conveyed Collateral transferred pursuant to Section 2.1(a) or Subsequent Conveyed Collateral transferred pursuant to Section 2.1(b)) is deemed to be the mere granting of a security interest to secure a financingCustodian, the Issuer may, to secure the Issuer’s obligations under the Indenture, repledge and reassign to the Trustee for the benefit of the Secured Parties (1) all or a portion Trust, taking possession of the Conveyed Collateral pledged Receivables and Receivables Files, the Trust shall have a first priority perfected security interest in the Trust Assets and Collections, subject only to Permitted Liens. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust in the Trust Assets and Collections have been (or prior to the Issuer by applicable Transfer Date will be) made. Upon (i) the Transferor and with respect to which the Issuer has not released its security interest at the time filing of such pledge and assignment and (2) all proceeds thereof. Such repledge and reassignment may be made with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Transferor, and without further notice to or acknowledgment from the Transferor. The Transferor hereby waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Issuer or any assignee relating to such repledge or reassignment in connection with the transactions contemplated by this Agreement and the other Transaction Documents. The Transferor agrees to file or shall cause to be filed a UCC-1 financing statement statements naming the Transferor as debtor, the Issuer Indenture Trustee as secured party and the Trustee Trust as assignee and referring debtor with respect to the Conveyed Collateral pledged hereunder Trust Assets and (ii) the Custodian, for the benefit of the Indenture Trustee, taking possession of the Receivables and Receivables Files and, in the case of Incremental Purchases or Substitute Assets on the applicable Incremental Transfer Date or Substitute Asset Transfer Date, as applicable, the Indenture Trustee shall have a first priority perfected security interest in the Trust Assets, subject only to Permitted Liens. Neither the Trust Depositor nor any Person claiming through or under Trust Depositor shall have any claim to or interest in any of the Trust Assets, except to the extent set forth in Sections 2.11(a) and (b), as applicable, and if, notwithstanding the expressed intention of the parties hereto, this Agreement constitutes the grant of a security interest (for collateral thereunderpurposes) in such property, except for the interest of Trust Depositor in such property as a debtor for purposes of the UCC.