Common use of Characterization of the Transactions Contemplated by the Agreement Clause in Contracts

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall constitute a sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the Purchaser, conveying good title thereto free and clear of any Adverse Claims, and that such Receivables and Related Assets not be part of the Seller’s estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement should be deemed a financing, the Seller and the Purchaser intend that the Seller shall be deemed to have granted to the Purchaser a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this Agreement, together with the Related Assets with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and under the Receivables arising after the Termination Date, together with the Related Assets with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement). The Seller hereby assigns to the Purchaser all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables and the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter).”

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a (other than for tax purposes) the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims (other than Permitted Encumbrances) to the CP Conduit Purchasers or the Committed Purchasers, as the case may be, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that the Seller Transferor shall be deemed to have granted to the Purchaser Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself Lockbox Accounts, and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and Transferor's rights under the Receivables arising after the Termination Date, together with the Related Assets Purchase Agreement with respect theretoto the Receivables and with respect to any obligations thereunder of the Sellers with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement). The Seller Transferor hereby assigns to the Purchaser Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity the Sellers with respect to the Receivables and the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Transferring Affiliate Letter and all indemnification obligations Receivables Purchase Agreement without the prior consent of the Transferring Affiliates under Section 17 Administrative Agent, such consent not to be unreasonably withheld; provided, that in the event the Administrative Agent gives any such consent, it shall promptly notify each Funding Agent of the Transferring Affiliate Letter)such consent.”

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the SellerTransferor’s estate in the event of an insolvency. If, notwithstanding the foregoingintention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the transactions contemplated under this Agreement should be deemed a financing, the Seller and the Purchaser intend that the Seller shall be deemed to have granted Transferor hereby grants to the Purchaser Agent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the SellerTransferor’s right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in together with all of the SellerTransferor’s right, title and interest in, to and rights under the Receivables arising after Purchase Agreement, the Termination Date, together with the Related Assets with respect thereto. The security interests deemed granted Transferring Affiliate Letter and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification with respect to the Receivables and other with respect to any obligations thereunder of any Originating Entity with respect to the Seller under Article VIII of this Agreement)Receivables. The Seller Transferor hereby assigns to the Purchaser Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables Receivables. In the case of any Recharacterization, the Transferor and the Related Assets (includingAgent, without limitationon behalf of the Investors, all security interests granted represents and warrants that each remittance of Collections by the Transferring Affiliates under Transferor to the Transferring Affiliate Letter and all indemnification obligations Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferring Affiliates under Section 17 Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferring Affiliate Letter)Transferor and the Agent.”

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Company, Sheffield and the Bank Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that the Seller Transferor shall be deemed to have granted to the Purchaser Agent, on behalf of the Company, Sheffield and the Bank Investors, and the Transferor hereby grants to the Agent, on behalf of the Company, Sheffield and the Bank Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in together with all of the Seller’s right, title and interest in, to and Transferor's rights under the Receivables arising after the Termination Date, together with the Related Assets Purchase Agreement with respect theretoto the Receivables and with respect to any obligations thereunder of WorldCom with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement). The Seller Transferor hereby assigns to the Purchaser Agent, on behalf of the Company, Sheffield and the Bank Investors, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity WorldCom with respect to the Receivables and the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Transferring Affiliate Letter and all indemnification obligations Receivables Purchase Agreement without the prior consent of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter).”Agent. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 129 135

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Initial Purchasers, the APA Bank Purchasers and the Funding Agents, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that the Seller Transferor shall be deemed to have granted to the Purchaser Administrative Agent, on behalf of the Initial Purchasers, the APA Bank Purchasers and the Funding Agents, and the Transferor hereby grants to the Administrative Agent, on behalf of the Initial Purchasers, the APA Bank Purchasers and the Funding Agents, to secure the Aggregate Unpaids a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under (i) the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, (ii) all monies from time to further protect time on deposit in the interests of the Purchaser Collection Account, RTR Funding Account and its assignsany Lock-Box Account, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Partiesiii) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and under the Receivables arising after the Termination Date, together with the Related Assets with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement). The Seller hereby assigns to the Purchaser all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity Seller or the Servicer with respect to the Receivables, and (iv) the patent, copyright, tradename, trademark or other intellectual property or other property rights or interests listed on Exhibit A to the Trademark License Agreement, Schedules I and II hereof and Schedule I to the Receivables Purchase Agreement, whether acquired by license, sublicense, lease, easement, assignment, purchase or otherwise, in and to any computer hardware, software and any other media in which any licensed or sublicensed items may be stored or recorded and to all computer and automatic machinery and programs used for the compilation or printout thereof, useful or necessary for the performance of the functions of servicing and collecting the Receivables and Related Security, and that this Agreement shall constitute a security agreement under applicable Law. The Transferor hereby assigns to the Administrative Agent, on behalf of the Initial Purchasers, the APA Bank Purchasers and the Funding Agents, all of its rights and remedies under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of any Seller with respect to the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Transferring Affiliate Letter and all indemnification obligations Receivables Purchase Agreement without the prior consent of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter)Administrative Agent and each Funding Agent.”

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a (other than for tax purposes) the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims (other than Permitted Encumbrances) to the CP Conduit Purchasers or the Committed Purchasers, as the case may be, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that the Seller Transferor shall be deemed to have granted to the Purchaser Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself Lockbox Accounts, and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and Transferor's rights under the Receivables arising after the Termination Date, together with the Related Assets Purchase Agreement with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all Receivables and with respect to any obligations thereunder of the Seller hereunder with respect to the Receivables, and that this Agreement shall constitute a security agreement under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement)applicable law. The Seller Transferor hereby assigns to the Purchaser Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables and the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Transferring Affiliate Letter and all indemnification obligations Receivables Purchase Agreement without the prior consent of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter)Administrative Agent, such consent not to be unreasonably withheld.”

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a (other than for tax purposes) the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Purchasers, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that the Seller Transferor shall be deemed to have granted to the Purchaser Administrative Agent, on behalf of the Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the Purchasers, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself Lockbox Accounts, and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and Transferor's rights under the Receivables arising after the Termination Date, together with the Related Assets with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement). The Seller hereby assigns to the Purchaser all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity Seller with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Transferor hereby assigns to the Administrative Agent, on behalf of the Purchasers, all of its rights and remedies under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of any Seller with respect to the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Transferring Affiliate Letter and all indemnification obligations Receivables Purchase Agreement without the prior consent of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter)Administrative Agent, such consent not to be unreasonably withheld.”

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a (other than for tax purposes) the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsAd- verse Claims to the CP Conduit Purchasers or the Committed Purchasers, as the case maybe, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that the Seller Transferor shall be deemed to have granted to the Purchaser Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself Lock-Box Accounts, and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and Transferor's rights under the Receivables arising after the Termination Date, together with the Related Assets Purchase Agreement with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all Receivables and with respect to any obligations thereunder of the Seller hereunder with respect to the Receivables, and that this Agreement shall constitute a security agreement under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement)applicable law. The Seller Transferor hereby assigns to the Purchaser Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables and the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Transferring Affiliate Letter and all indemnification obligations Receivables Purchase Agreement without the prior consent of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter)Administrative Agent, such consent not to be unreasonably withheld.”

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the SellerTransferor’s estate in the event of an insolvency. If, notwithstanding the foregoingintention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the transactions contemplated under this Agreement should be deemed a financing, the Seller and the Purchaser intend that the Seller shall be deemed to have granted Transferor hereby grants to the Purchaser Agent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the SellerTransferor’s right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in together with all of the SellerTransferor’s right, title and interest in, to and rights under the Receivables arising after Purchase Agreement, the Termination Date, together with the Related Assets with respect thereto. The security interests deemed granted Transferring Affiliate Letter and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (includingwith respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables, without limitation, and all indemnification and other obligations proceeds of the Seller under Article VIII of this Agreement)foregoing. The Seller Transferor hereby assigns to the Purchaser Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables Receivables. In the case of any Recharacterization, the Transferor and the Related Assets (includingAgent, without limitationon behalf of the Investors, all security interests granted represents and warrants that each remittance of Collections by the Transferring Affiliates under Transferor to the Transferring Affiliate Letter and all indemnification obligations Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferring Affiliates under Section 17 Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferring Affiliate Letter).”Transferor and the Agent. ​ ​ 141 ​

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a (other than for tax purposes) the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Purchasers, and that such Receivables and Related Assets the Transferred Interest not be part of the SellerTransferor’s estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that the Seller Transferor shall be deemed to have granted to the Purchaser Administrative Agent, on behalf of the Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the Purchasers, a first priority perfected and continuing security interest in all of the SellerTransferor’s right, title and interest in, to and under the Receivables now or hereafter arising that are sold to outstanding on the Purchaser pursuant to this AgreementInitial Incremental Transfer Date and thereafter owned by the Transferor, together with the Related Assets Security and Collections with respect thereto. In addition, to further protect the interests thereto and all Proceeds of the Purchaser foregoing, whether now owned or hereafter acquired and its assignswherever located, the Seller hereby grants to the Purchaser (for the benefit of itself Lock-Box Accounts, and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the SellerTransferor’s right, title and interest in, to and rights under the Receivables arising after the Termination Date, together with the Related Assets Purchase Agreement with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all Receivables and with respect to any obligations thereunder of the Seller hereunder with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. If, notwithstanding the other Transaction Documents (including, without limitation, all indemnification and other obligations intention of the Seller under Article VIII parties expressed above, any sale or transfer by the Transferor hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, the Transferor represents and warrants that each remittance of this Agreement)Collections to the Administrative Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs. The Seller Transferor hereby assigns to the Purchaser Administrative Agent, on behalf of the Purchasers, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables. The Transferor shall not give any consent or waiver required or permitted to be given under the Receivables Purchase Agreement without the prior consent of the Administrative Agent and the Related Assets (includingRequired Purchasers, without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter)such consent not to be unreasonably withheld.”

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the SellerTransferor’s estate in the event of an insolvency. If, notwithstanding the foregoingintention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the transactions contemplated under this Agreement should be deemed a financing, the Seller and the Purchaser intend that the Seller shall be deemed to have granted Transferor hereby grants to the Purchaser Agent, on behalf of the Investors, a first 115 priority perfected and continuing security interest in all of the SellerTransferor’s right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in together with all of the SellerTransferor’s right, title and interest in, to and rights under the Receivables arising after Purchase Agreement, the Termination Date, together with the Related Assets with respect thereto. The security interests deemed granted Transferring Affiliate Letter and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification with respect to the Receivables and other with respect to any obligations thereunder of any Originating Entity with respect to the Seller under Article VIII of this Agreement)Receivables. The Seller Transferor hereby assigns to the Purchaser Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables Receivables. In the case of any Recharacterization, the Transferor and the Related Assets (includingAgent, without limitationon behalf of the Investors, all security interests granted represents and warrants that each remittance of Collections by the Transferring Affiliates under Transferor to the Transferring Affiliate Letter and all indemnification obligations Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferring Affiliates under Section 17 Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferring Affiliate Letter)Transferor and the Agent.”

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the SellerTransferor’s estate in the event of an insolvency. If, notwithstanding the foregoingintention of the parties expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, ​ ​ ​ on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the transactions contemplated under this Agreement should be deemed a financing, the Seller and the Purchaser intend that the Seller shall be deemed to have granted Transferor hereby grants to the Purchaser Agent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the SellerTransferor’s right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in together with all of the SellerTransferor’s right, title and interest in, to and rights under the Receivables arising after Purchase Agreement, the Termination Date, together with the Related Assets with respect thereto. The security interests deemed granted Transferring Affiliate Letter and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification with respect to the Receivables and other with respect to any obligations thereunder of any Originating Entity with respect to the Seller under Article VIII of this Agreement)Receivables. The Seller Transferor hereby assigns to the Purchaser Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement and the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables Receivables. In the case of any Recharacterization, the Transferor and the Related Assets (includingAgent, without limitationon behalf of the Investors, all security interests granted represents and warrants that each remittance of Collections by the Transferring Affiliates under Transferor to the Transferring Affiliate Letter and all indemnification obligations Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferring Affiliates under Section 17 Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferring Affiliate Letter).”Transferor and the Agent. ​

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Company and the Bank Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that 143 the Seller Transferor shall be deemed to have granted to the Purchaser Agent, on behalf of the Company and the Bank Investors, and the Transferor hereby grants to the Agent, on behalf of the Company and the Bank Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with the Related Assets Security, Collections and Proceeds with respect thereto. In addition, to further protect the interests of the Purchaser and its assigns, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in together with all of the Seller’s right, title and interest in, to and Transferor's rights under the Receivables arising after Purchase Agreement, the Termination DateTransferring Affiliate Letter, together with the Related Assets with respect thereto. The security interests deemed granted BMA Transfer Agreement and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (includingwith respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables, without limitation, all indemnification and other obligations of the Seller that this Agreement shall constitute a security agreement under Article VIII of this Agreement)applicable law. The Seller Transferror hereby assigns to the Purchaser Agent, on behalf of the Company and the Bank Investors, all of its rights and remedies under the Receivables Purchase Agreement, the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables and the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter)Receivables.”

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties Sellers and the Purchaser that each Purchase hereunder shall (i) the transactions contemplated by this Agreement constitute a sale an absolute and irrevocable sale, assignment, transfer and conveyance to the Purchaser of such all of the Sellers' right, title and interest in, to and under all of the Sold Receivables, together with the Related Assets with respect thereto, from the Seller to the Purchaser, conveying good title thereto free and clear of any all Adverse Claims, without any recourse except as herein specifically provided, and that such Receivables and Related Assets not be part (ii) the Sellers have no interest or right whatsoever in any of the Seller’s estate in Sold Receivables. The Sellers and the event of an insolvencyPurchaser do not intend the transactions contemplated by this Agreement to be, or for any purpose to be characterized as, a lending transaction secured by the Sold Receivables from the Sellers to the Purchaser or otherwise. If, notwithstanding the foregoinghowever, the transactions contemplated under by this Agreement should nevertheless be deemed a financingfinancing rather than a true sale, the Seller Sellers and the Purchaser intend that (i) the Seller Sellers shall be deemed to have granted to the Purchaser Purchaser, and the Sellers hereby grant to the Purchaser, a first priority perfected and continuing security interest in all of the Seller’s Sellers' right, title and interest in, to and under the Sold Receivables, and (ii) this Agreement shall constitute a security agreement under applicable law. Each party to this Agreement agrees that it will account for all transactions under this Agreement as purchases and sales of Receivables now or hereafter arising for all purposes, and that are sold to the Purchaser pursuant to it will not take any action inconsistent with that characterization. Notwithstanding any other provision of this Agreement, together with regardless of whether the Related Assets with respect thereto. In additiontransactions contemplated by this Agreement are deemed to be a sale or financing, to further protect the interests of Sellers and the Purchaser and its assigns, the Seller hereby grants to agree that the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and under the Receivables arising after the Termination Date, together with the Related Assets with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all obligations of the not have any recourse against any Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement). The Seller hereby assigns to the Purchaser all or any of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder affiliates as a result of any Originating Entity with respect to the Receivables and the Related Assets (including, without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter)uncollectible Sold Receivable.”

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a (other than for tax purposes) the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the CP Conduit Purchasers or the Committed Purchasers, as the case maybe, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that the Seller Transferor shall be deemed to have granted to the Purchaser Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, and the Transferor hereby grants to the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables now or hereafter arising that are sold to outstanding on the Purchaser pursuant to this AgreementInitial Incremental Transfer Date and thereafter owned by the Transferor, together with the Related Assets Security and Collections with respect thereto. In addition, to further protect the interests thereto and all Proceeds of the Purchaser foregoing, whether now owned or hereafter acquired and its assignswherever located, the Seller hereby grants to the Purchaser (for the benefit of itself Lock-Box Accounts, and the other Indemnified Parties) a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and Transferor's rights under the Receivables arising after the Termination Date, together with the Related Assets Purchase Agreement with respect thereto. The security interests deemed granted and granted pursuant to the two preceding sentences shall secure all Receivables and with respect to any obligations thereunder of the Seller hereunder with respect to the Receivables, and that this Agreement shall constitute a security agreement under the other Transaction Documents (including, without limitation, all indemnification and other obligations of the Seller under Article VIII of this Agreement)applicable law. The Seller Transferor hereby assigns to the Purchaser Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables. The Transferor shall not give any consent or waiver required or permitted to be given under the Receivables Purchase RECEIVABLES TRANSFER AGREEMENT Agreement without the prior consent of the Administrative Agent and the Related Assets (includingRequired Committed Purchasers, without limitation, all security interests granted by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter)such consent not to be unreasonably withheld.”

Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Initial Purchasers, the PARCO APA Banks and the Funding Agents, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated under this Agreement hereby should be deemed a financing, the Seller and the Purchaser parties intend that the Seller Transferor shall be deemed to have granted to the Purchaser Administrative Agent, on behalf of the Initial Purchasers, the PARCO APA Banks and the Funding Agents, and the Transferor hereby grants to the Administrative Agent, on behalf of the Initial Purchasers, the PARCO APA Banks and the Funding Agents, to secure the Aggregate Unpaids a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables now or hereafter arising that are sold to the Purchaser pursuant to this AgreementReceivables, together with Related Security, the Related Assets Required Currency Hedge, and Collections and Proceeds with respect thereto. In addition, together with all monies from time to further protect time on deposit in the interests of the Purchaser Collection Account and its assignsany Lock-Box Account, the Seller hereby grants to the Purchaser (for the benefit of itself and the other Indemnified Parties) a first priority perfected and continuing security interest in together with all of the Seller’s right, title and interest in, to and Transferor's rights under the Receivables arising after the Termination Date, together with the Related Assets with respect thereto. The security interests deemed granted Purchase Agreement and granted pursuant to the two preceding sentences shall secure all obligations of the Seller hereunder and under the other Transaction Documents (including, without limitation, all indemnification and other obligations any Proceeds of any of the Seller foregoing assets (the "Transferor Collateral"), and that this Agreement shall constitute a security agreement under Article VIII of this Agreement)applicable Law. The Seller Transferor hereby assigns to the Purchaser Administrative Agent, on behalf of the Initial Purchasers, the PARCO APA Banks and the Funding Agents, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and the Related Assets and with respect to any obligations thereunder of any Originating Entity Seller with respect to the Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Receivables and Purchase Agreement without the Related Assets (including, without limitation, all security interests granted prior consent of each Funding Agent which consent shall be obtained by the Transferring Affiliates under the Transferring Affiliate Letter and all indemnification obligations of the Transferring Affiliates under Section 17 of the Transferring Affiliate Letter)Administrative Agent.”