Common use of Characterization Clause in Contracts

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b), any sale by the Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the Originator hereby grants to Buyer a valid and perfected security interest in all of the Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale or contribution by the Originator Finance LLC to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the Originator Finance LLC hereby grants to Buyer a valid and duly perfected security interest in all of the OriginatorFinance LLC’s right, title and interest in, to and under all of the Receivables purchased or intended to be purchased by Buyer hereunder now existing and hereafter arising, and in all Collections and Collections, Related Security and Records with respect thereto (including, without limitationthereto, each Lock-Box and Collection AccountBlocked Account and all agreements related thereto, all of Finance LLC’s rights under, in and to the First Tier Receivables Sale Agreement (including (a) all payment rights thereunder, (b) all rights to indemnification arising thereunder, (c) all representations and warranties made by Originator thereunder, and (d) all UCC financing statements filed pursuant thereto), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunderforegoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(c), any sale or contribution by the any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer a valid and perfected security interest in all of the such Originator’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(c), any sale or contribution by the an Originator or Parent to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or contribution or such sale transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale conveyance of Receivables by an Originator or Parent hereunder shall constitute a true sale or other absolute assignment thereof: (i) Parent hereby grants to Buyer a duly perfected security interest in all of Parent’s right, title and interest in and to the Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the credit to Buyer’s paid-in capital and capital surplus booked at the time of the issuance to Parent of Buyer’s Equity Interests, together with all other obligations of Parent to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) such Originator hereby grants to Buyer a valid and duly perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior owing to all other Adverse Claims theretosuch Originator. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale or contribution by the Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator hereby grants to Buyer a valid and duly perfected security interest in all of the Originator’s 's right, title and interest in, now owned or hereafter acquired in, to and under all of its Receivables now existing and hereafter arising, and in all Collections and Collections, Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating related to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes the Buyer (or the Administrative Agent, as Buyer’s collateral assigneeits assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(bSECTION 1.1(c), any sale or contribution by the an Originator to Buyer of Receivables hereunder shall be characterized as a nonrecourse secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, the such Originator hereby grants to Buyer a valid and duly perfected security interest in all of the such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a nonrecourse loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the purchased from such Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(c), any sale or contribution by the an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or contribution or such sale transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale conveyance of Receivables by an Originator hereunder shall constitute a true sale or other absolute assignment thereof, the such Originator hereby grants to Buyer a valid and duly perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior owing to all other Adverse Claims theretosuch Originator. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale by the Originator any Seller to Buyer SunGard Financing of Receivables hereunder shall be characterized as a secured loan by SunGard Financing to the Sellers and not a sale, true sale of accounts or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the UCC Uniform Commercial Code and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator each Seller hereby grants to Buyer SunGard Financing a valid and perfected security interest in all of the Originatorsuch Seller’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Collections, Seller Related Security and Records with respect thereto (includingthereto, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereundersuch loan, which security interest shall be prior to all other Adverse Claims theretoLiens. Buyer After the occurrence of an Early Amortization Event, SunGard Financing shall have, in addition to the rights and remedies which they may have under specified in this Agreement, all other rights and remedies provided to a secured creditor party after default in a transaction which is a sale of accounts under the UCC Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b)1.5, a court of competent jurisdiction shall characterize any sale or contribution by the Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the Originator hereby grants to Buyer a valid and perfected security interest in all of the Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (includingthereto, without limitation, each Lock-Box and Collection the Servicer’s Concentration Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The , Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assigneeany of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding If the intention of the parties expressed in Section 1.2(b), any sale conveyance by the Originator Seller to Buyer the Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then it is the intention of the parties hereto that this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose , and without being in derogation that the Seller shall be deemed to have granted to the Agent for the ratable benefit of the parties’ intention that each sale of Receivables hereunder shall constitute Purchasers a true sale thereof, the Originator hereby grants to Buyer a valid and duly perfected security interest in all of the Originator’s Seller's right, title and interest in, to and under the Receivables, the Collections, each Collection Account, all Receivables now existing and hereafter arisingRelated Security, and in all Collections and Related Security payments on or with respect thereto (including, without limitation, each Lock-Box and Collection Account)to such Receivables, all other rights relating to and payments relating to made in respect of the Receivables Receivables, and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be any thereof prior to all other Adverse Claims theretoliens on and security interests therein to secure the payment of the Aggregate Unpaids, including the indemnity obligations of the Seller under ARTICLE VIII, the payment and reimbursement by the Seller to the Purchasers of all Capital hereunder, and the payment of all other obligations owed hereunder to the Agent and the Purchasers. Buyer After a Servicer Default, the Agent and the Purchasers shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(d), any sale or contribution by the Originator to Buyer a Seller of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each sale transfer of Receivables by a Seller hereunder shall constitute a true sale thereof, the Originator : each Seller hereby grants to Buyer its applicable Transferee and its assigns a valid and perfected continuing security interest in all of the Originator’s such Seller's right, title and interest in, to and under all Receivables originated or acquired by such Seller which are now existing or hereafter arising and hereafter arisingare intended to be sold or contributed to such Transferee in accordance with the terms of this Agreement, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account)thereto, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator purchased from such Seller together with all other obligations of the Originator such Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer Furthermore, to the extent that any Seller has been granted a security interest pursuant to this Section 1.7, such Seller hereby grants a valid and continuing security interest in such security interest to its applicable Transferee and such Transferee's assigns. The applicable Transferee and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(c), any sale by the Originator an Originator, or contribution by Allied, to Buyer of Receivables Receivables, Related Security and Collections hereunder shall be characterized as a secured loan and not a sale, sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale or contribution of Receivables Receivables, Related Security and Collections hereunder shall constitute a true sale and/or absolute assignment thereof, each Originator, as of the Originator Initial Funding Date, hereby grants to Buyer a valid and perfected security interest in all of the such Originator’s 's right, title and interest in, to and under all Receivables now as of the Initial Funding Date existing and hereafter thereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing (collectively, the "Originator Collateral") to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator Receivables, Related Security and Collections, together with all other obligations of the such Originator hereunder, which security interest shall be is, as of the Initial Funding Date, prior to all other Adverse Claims thereto. Buyer shall and its assigns shall, on and after the Initial Funding Date, have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale or contribution by the Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator hereby grants to Buyer a valid and perfected security interest in all of the Originator’s right, title and interest interest, now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, and in all Collections and Collections, Related Security and Records with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes the Buyer (or the Administrative Agent, as Buyer’s collateral assigneeits assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, file without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(c), any sale by the an Originator to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, the such Originator hereby grants to the Buyer a valid and duly perfected security interest in all of the such Originator’s right, title and interest in, in and to and under all Receivables now existing of such Originator which exist on the date hereof or arise thereafter through and hereafter arisingincluding the Termination Date, and in together with all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account)thereto, all other rights and payments relating to the such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the purchased from such Originator together with any Purchase Interest applicable thereto and all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Upon the occurrence of a Termination Event, the Buyer shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor upon default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale transfer by TPNA to the Originator to Buyer SPE of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a sale, true sale or true contribution or such sale shall transfer for any reason shall be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder transfer shall constitute a true sale or true contribution and absolute assignment thereof, the Originator TPNA hereby grants to Buyer the SPE and its assigns a valid and perfected security interest in all of the OriginatorTPNA’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables Assets and all proceeds thereof, whether existing as of the foregoing close of business on the Initial Cutoff Date or thereafter arising through and including the Termination Date (collectively, the “SPE’s Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the SPE to TPNA in an amount equal to the aggregate Purchase Price of for the Purchased Receivables originated by and the Originator Purchase Price that would have been payable for the Contributed Receivables had they not been contributed to the SPE’s capital, together with all other obligations of the Originator TPNA hereunder, which security interest shall be interest, TPNA hereby represents and warrants, is valid, duly perfected and prior to all Liens (other Adverse Claims theretothan Permitted Liens). Buyer The SPE and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) This agreement constitutes a "security agreement" as defined in the UCC that the parties intend provides for the "security interest" of a buyer of accounts under the UCC. If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale by the Originator any Seller to Buyer Finance Subsidiary of Receivables hereunder shall be characterized as a secured loan by the Sellers to Finance Subsidiary and not a sale, true sale of accounts or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator each Seller hereby grants to Buyer Finance Subsidiary a valid and perfected security interest in all of the Originator’s such Seller's right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Collections, Related Security and Records with respect thereto (includingthereto, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereundersuch loan, which security interest shall be prior to all other Adverse Claims thereto. Buyer After the occurrence of an Amortization Event, Finance Subsidiary and its assigns shall have, in addition to the rights and remedies which they may have under specified in this Agreement, all other rights and remedies provided to a secured creditor party after default in a transaction which is a sale of accounts under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(c), any sale or contribution by the Originator IPFS to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator IPFS hereby grants to Buyer a valid and duly perfected security interest in all of the OriginatorIPFS’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Lock Box and Collection Account), the First-Step Sale Agreement, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator IPFS hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(c), any sale or contribution by the Originator IPCO to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceableunenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator IPCO hereby grants to Buyer a valid and duly perfected security interest in all of the OriginatorIPCO’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Lock Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of IPCO hereunder (collectively, the Originator hereunder“IPCO Collateral”), which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or In the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 case of any applicable enactment Recharacterization, each of IPCO and the UCC, Buyer represents and warrants as secured party, to file, without itself that each remittance of Collections by IPCO to Buyer hereunder will have been (i) in payment of a debt incurred by IPCO in the signature ordinary course of business or financial affairs of IPCO and the debtor, Buyer and (ii) made in the UCC financing statements contemplated herebyordinary course of business or financial affairs of IPCO and the Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b2.02(b), any sale by the Originator to Buyer or contribution of Receivables hereunder shall be characterized as a secured loan and not as a sale, sale or such sale shall for any reason be ineffective or unenforceableunenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale or contribution of Receivables hereunder shall constitute a true sale thereof, the Originator Seller hereby grants to the Buyer a valid and duly perfected security interest in all of the OriginatorSeller’s right, title and interest in, to and under all Receivables now existing and or hereafter arising, and in all Collections and Related Security and Collections with respect thereto (includingthereto, without limitationall Records with respect thereto, each Lock-Box and Collection Account), each Receivables Transfer Agreement, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunderforegoing, which security interest shall be prior to all other Adverse Claims theretoLiens. In the event of a Recharacterization, and after the occurrence of an Amortization Event, (i) the Buyer or the Administrative Agent may declare the related secured loan to be due and payable, whereupon the unpaid principal amount of such secured loan, together with accrued interest thereon at a rate per annum equal to the then applicable Default Rate, and all fees and other obligations of the Seller accrued hereunder, shall become due and payable immediately, and (ii) the Buyer shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or In the Administrative Agentevent of a Recharacterization, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment each of the UCC, Seller and the Buyer represents and warrants as secured party, to file, without itself that each remittance of Collections by the signature Seller to the Buyer hereunder will have been (A) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the debtor, Seller and the UCC financing statements contemplated herebyBuyer and (B) made in the ordinary course of business or financial affairs of the Seller and the Buyer.

Characterization. (a) If, notwithstanding It is the intention of the parties expressed in Section 1.2(b), any sale by hereto that the Originator to Buyer conveyance of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the Originator hereby grants to Buyer a valid and perfected security interest in all of the Originator’s right, title and interest in, to and under the Collateral to the Buyer as provided in this Article II shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien (other than Permitted Liens) and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Event of Bankruptcy with respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Obligations and the other Collateral to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Article II is determined to be a transfer for security and not to be an absolute sale, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and the Seller hereby grants to the Buyer a security interest in all Receivables right, title and interest in, to and under the Collateral, now existing and hereafter arisingcreated, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Receivables originated by the Originator Collateral together with all of the other obligations of the Originator Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. The Buyer shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby Seller authorizes the Buyer (or and the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment Collateral Agent on behalf of the UCC, as secured party, Secured Parties to file, without the signature of the debtor, the file UCC financing statements contemplated herebynaming the Seller as “debtor”, the Buyer as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in each jurisdiction that the Buyer deems necessary in order to protect the security interests in the Collateral granted under this Section 2.05.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale or contribution by the Originator Interface to Buyer SPV of Receivables hereunder shall not be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to to, and hereby does, constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator Interface hereby grants to Buyer SPV a valid and perfected enforceable security interest in all of the Originator’s Interface's right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box LockBox and Collection LockBox Account), the Transfer Agreement, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate outstanding Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator Interface hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer SPV and its assigns shall have, in addition to the rights and remedies which that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale or contribution by the Originator Seller to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceableunenforceable (any of the foregoing being a “ Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator Seller hereby grants to Buyer a valid and duly perfected security interest in all of the OriginatorSeller’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Collections, Related Security and Records with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables Account and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunderforegoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or In the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 case of any applicable enactment Recharacterization, each of the UCC, Seller and the Buyer represents and warrants as secured party, to file, without itself that each remittance of Collections by the signature Seller to the Buyer hereunder will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the debtor, Seller and the UCC financing statements contemplated herebyBuyer and (ii) made in the ordinary course of business or financial affairs of the Seller and the Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale by the Originator Transferor to Buyer Transferee of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the Originator Transferor hereby grants to Buyer Transferee a valid and duly perfected security interest in all of the OriginatorTransferor’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account)Collections, all other rights and payments relating to the Receivables and all proceeds of the foregoing (other than the Purchase Price) to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the all outstanding Receivables originated by the Originator together with all other obligations of the Originator Transferor hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer Transferee and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.ARTICLE II

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(c) and Section 1.2(e), any (a) transfer by an Originator of Receivables to Smithfield, (b) contribution of Receivables by Smithfield to SFFC or by SFFC to Buyer, or (c) sale by the an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a salesale or contribution, or such sale transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale conveyance of Receivables by an Originator or Smithfield hereunder shall constitute a true sale or other absolute assignment thereof, as applicable: (i) each of Smithfield and SFFC hereby grants to Buyer a security interest in all of its right, title and interest in and to the Aggregate Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Buyer’s paid-in capital and capital surplus booked at the time of the issuance to SFFC or Smithfield, as applicable, of Buyer’s Equity Interests, together with all other obligations of SFFC or Smithfield, as applicable, to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) such Originator hereby grants to Buyer a valid and perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior owing to all other Adverse Claims theretosuch Originator. Buyer shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) IfThe parties hereto hereby agree that ---------------- they intend the transactions contemplated by this Agreement to be a sale of Receivables Interests. Nonetheless, notwithstanding if the intention of the parties expressed in Section 1.2(b), any sale conveyance by the Originator Seller to Buyer the Purchasers of interests in Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then it is the intention of the parties hereto that this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose , and without being in derogation that the Seller shall be deemed to have granted to the Agent, for the ratable benefit of the parties’ intention that each sale of Receivables hereunder shall constitute Purchasers, a true sale thereof, the Originator hereby grants to Buyer a valid and duly perfected security interest in all of the Originator’s Seller's right, title and interest in, to and under the Receivables, the Collections, each Collection Account, all Receivables now existing and hereafter arisingRelated Security, and in all Collections and Related Security payments on or with respect thereto (including, without limitation, each Lock-Box and Collection Account)to the Receivables, all other rights relating to and payments relating to made in respect of the Receivables Receivables, and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be any thereof prior to all other Adverse Claims theretoliens on and security interests therein, in each case to secure the payment of the Aggregate Unpaids and any and all other payment obligations of the Seller (including, --------- without limitation, the indemnity obligations of the Seller under Article VIII ------- ----------- hereof) owed under any Transaction Document. Buyer After an Event of Default, the Agent and the Purchasers shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.* * * * *

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(d), any sale or contribution by any of the Originator Original Sellers to CMI, by CMI to Assignor, or by Assignor to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale and contribution of Receivables hereunder shall constitute or otherwise have the effect of a true sale thereof, each of the Originator Original Sellers, CMI, and Assignor hereby grants grant to Buyer CMI, Table of Contents Assignor and Buyer, respectively a valid and duly perfected security interest in all of the Originatorsuch Original Sellers’, CMI’s and Assignor’s right, title and interest in, to and under all Receivables now existing and hereafter arisingdescribed to be transferred pursuant to this Agreement, and in all Collections and Collections, Related Security and Records with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunderforegoing, which security interest shall be prior to all other Adverse Claims thereto. CMI, Assignor, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(c) and Section 1.2(e), any (a) transfer by a US Originator of Receivables to Smithfield, (b) contribution of Receivables by Smithfield to SFFC or by SFFC to Buyer, or (c) sale by an Originator (other than the Originator Canadian Originator) to Buyer of Receivables hereunder shall be characterized as a secured loan and not a salesale or contribution, or such sale transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale conveyance of Receivables by an Originator (other than the Canadian Originator) or Smithfield hereunder shall constitute a true sale or other absolute assignment thereof, the Originator as applicable: (i) each of Smithfield and SFFC hereby grants to Buyer a valid and perfected security interest in all of its right, title and interest in and to the Aggregate Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Buyer’s paid-in capital and capital surplus booked at the time of the issuance to SFFC or Smithfield, as applicable, of Buyer’s Equity Interests, together with all other obligations of SFFC or Smithfield, as applicable, to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) each Originator (other than the Canadian Originator) hereby grants to Buyer a security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior owing to all other Adverse Claims theretosuch Originator. Buyer shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale or contribution by the Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceableunenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator hereby grants to Buyer a valid and duly perfected security interest in all of the Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Collections, Related Security and Records with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables Account and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunderforegoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or In the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 case of any applicable enactment Recharacterization, each of the UCC, Originator and the Buyer represents and warrants as secured party, to file, without itself that each remittance of Collections by the signature Originator to the Buyer hereunder will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of the debtor, Originator and the UCC financing statements contemplated herebyBuyer and (ii) made in the ordinary course of business or financial affairs of the Originator and the Buyer.”

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale by the any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer on and after the Initial Purchase Date a valid and duly perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Lock-Box Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the such Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale or contribution by the an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer a valid and perfected security interest in all of the such Originator’s 's right, title and interest interest, now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, and in all Collections and Collections, Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the such Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Each Originator hereby authorizes the Buyer (or the Administrative Agent, as Buyer’s collateral assigneeits assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the ---------------- parties expressed in Section 1.2(b1.1(c), any sale by the an Originator to the Buyer of -------------- Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, the such Originator hereby grants to the Buyer a valid and duly perfected security interest in all of the such Originator’s 's right, title and interest in, in and to and under all Receivables now existing of such Originator which exist on the Initial Cutoff Date or arise thereafter through and hereafter arisingincluding the Termination Date, and in together with all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account)thereto, all other rights and payments relating to the such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the purchased from such Originator together with any Purchase Interest applicable thereto and all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Upon the occurrence of a Termination Event, the Buyer shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor upon default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b)2(b) of this Amendment, any sale the transfer by the New Originator to the Buyer of New Originator Receivables hereunder Assets in accordance with this Amendment shall be characterized as in any manner other than a secured loan and not a sale, true sale or such sale shall transfer for any reason shall be ineffective or unenforceable, then this Amendment and the Sale Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder such transfer shall constitute a true sale and absolute assignment thereof, the New Originator hereby grants to the Buyer a valid and perfected security interest in all of the New Originator’s right, title and interest in, to and under all the New Originator Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables Assets and all proceeds thereof, whether existing as of the foregoing close of business on September 30, 2017 or thereafter arising through and including the Termination Date (the New Originator’s “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Buyer to the New Originator in an amount equal to the aggregate Purchase Price of the Receivables originated by the Originator therefor, together with all other obligations of the New Originator hereunderhereunder or under the Sale Agreement, which security interest shall be interest, the New Originator hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. The Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this the Sale Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b2.1(b), any sale by the any Originator to Buyer Purchaser of Receivables Contracts identified in a Purchase Request hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables Contracts identified in a Purchase Request hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer Purchaser a valid and duly perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables Contracts identified in a Purchase Request now existing and hereafter arising, and in all Collections Collections, Related Security and Related Security Documents with respect thereto (including, without limitation, each Lock-Box and Collection Account)thereto, all other rights and payments relating to the Receivables such Originator’s Contracts and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Receivables originated by the Originator Contracts together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims theretoLiens therein. Buyer Purchaser and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale by the any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer a valid and perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Post Office Box, Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the such Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The , Each Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assigneeany of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale or contribution by the Originator Morningstar to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the Originator Morningstar hereby grants to Buyer a valid and duly perfected security interest in all of the Originator’s Morningstar's right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator Morningstar hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b), any sale by the any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer a valid and perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the such Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Each Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale transfer by the any Originator to the Buyer of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a sale, true sale or true contribution or such sale shall transfer for any reason shall be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder transfer shall constitute a true sale or true contribution and absolute assignment thereof, each of the Originator Originators hereby grants to the Buyer a valid and perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables Assets and all proceeds thereof, whether existing as of the foregoing close of business on the Initial Cutoff Date or thereafter arising through and including the Termination Date (collectively, the “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Buyer to each Originator in an amount equal to the aggregate Purchase Price of for the Purchased Receivables originated by such Originator (and, in the Originator case of Colors, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of the such Originator hereunder, which security interest shall be interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. The Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.Receivables Sale Agreement

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale or contribution by the an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer a valid and perfected security interest in all of the such Originator’s 's right, title and interest interest, now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the such Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Each Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assigneeany of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b2.02(c), any sale or contribution by the any Originator to Buyer Transferee of Receivables Transferred Receivables, Related Security or Collections hereunder shall be characterized as a secured loan and not a sale, sale or contribution or such sale or contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and any other applicable lawRequirement of Law. For this purpose and without being in derogation of the parties’ intention that each the sale or contribution of Receivables Transferred Receivables, Related Security and Collections hereunder shall constitute a true sale or true contribution thereof, the each Originator hereby grants to Buyer Transferee a valid and perfected security interest in all of the such Originator’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under all Transferred Receivables originated by such Originator and all Related Security relating thereto and all Collections thereof now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box Lockbox and Collection Account), all other rights and payments relating to the such Transferred Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price Transfer Consideration of the such Transferred Receivables originated by the Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims theretoLiens thereon. Buyer Transferee and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale by the an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer a valid and duly perfected security interest in all of the such Originator’s 's right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Collections, Related Security and Records with respect thereto (including, without limitation, each Lock-Box and Collection Account)thereto, all other rights and payments relating to the Receivables Receivables, each Lock-Box and Collection Account, all proceeds of the foregoing and all other assets in which the Buyer has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated generated by the such Originator together with all of the other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence and during the continuance of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(bSECTION 1.2(c), any sale or contribution by the an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, the such Originator hereby grants to Buyer a valid and duly perfected security interest in all of the such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the purchased from such Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(bSECTION 1.1(c), any sale contribution by the Originator Parent to Buyer the SPV of Receivables hereunder shall be characterized as a secured loan and not a sale, contribution or absolute assignment or such sale contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each sale the contribution and absolute assignment of Receivables by the Parent hereunder shall constitute a true sale contribution and absolute assignment thereof, the Originator Parent hereby grants to Buyer the SPV a valid and duly perfected security interest in all of the Originator’s Parent's right, title and interest in, to and under all Receivables of the Parent which are now existing and or hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price Outstanding Balance of the Receivables originated contributed and absolutely assigned by the Originator Parent together with all other obligations of the Originator Parent hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer The SPV and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(c), any sale or contribution by the any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not as a salesale or contribution, or such sale or contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each sale transfer of Receivables by an Originator hereunder shall constitute a true sale or contribution thereof, the : Each Originator hereby grants to Buyer a valid and perfected continuing security interest in all of the such Originator’s 's right, title and interest in, to and under all Receivables which are now existing or hereafter arising and hereafter arisingare intended to be sold or contributed by such Originator to Buyer in accordance with the terms of this Agreement, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account)thereto, all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the purchased from such Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(c), any sale or contribution by the an Originator or Parent to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or contribution or such sale transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each sale conveyance of Receivables by an Originator or Parent hereunder shall constitute a true sale or other absolute assignment thereof: (i) Parent hereby grants to Buyer a duly perfected security interest in all of Parent's right, title and interest in and to the Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the credit to Buyer's paid-in capital and capital surplus booked at the time of the issuance to Parent of Buyer's Equity Interests, together with all other obligations of Parent to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) such Originator hereby grants to Buyer a valid and duly perfected security interest in all of the such Originator’s 's right, title and interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior owing to all other Adverse Claims theretosuch Originator. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(c) and Section 1.2(e), any (a) transfer by a US Originator of Receivables to Smithfield, (b) contribution of Receivables by Smithfield to SFFC or by SFFC to Buyer, or (c) sale by the a US Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a salesale or contribution, or such sale transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale conveyance of Receivables by a US Originator or Smithfield hereunder shall constitute a true sale or other absolute assignment thereof, as applicable: (i) each of Smithfield and SFFC hereby grants to Buyer a security interest in all of its right, title and interest in and to the Aggregate Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Buyer’s paid-in capital and capital surplus booked at the time of the issuance to SFFC or Smithfield, as applicable, of Buyer’s Equity Interests, together with all other obligations of SFFC or Smithfield, as applicable, to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) each US Originator hereby grants to Buyer a valid and perfected security interest in all of the such US Originator’s right, title and interest in, to and under all Receivables of such US Originator which are now existing and or hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior owing to all other Adverse Claims theretosuch US Originator. Buyer shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b)1.5, a court of competent jurisdiction shall characterize any sale or contribution by the an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale or contribution, as applicable, of Receivables hereunder shall constitute a true sale or contribution, as applicable, thereof, the each Originator hereby grants to Buyer a valid and perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (includingthereto, without limitation, each Lock-Box and Collection the Servicer’s Concentration Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the such Originator together with all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The , each Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assigneeany of its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale by the an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer a valid and duly perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Collections, Related Security and Records with respect thereto (including, without limitation, each Lock-Box and Collection Account)thereto, all other rights and payments relating to the Receivables Receivables, each Lock-Box and Collection Account, all proceeds of the foregoing and all other assets in which the Buyer has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated generated by the such Originator together with all of the other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence and during the continuance of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(c), any sale transfer by the any Originator to the Buyer of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a sale, true sale or true contribution or such sale shall transfer for any reason shall be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder transfer shall constitute a true sale or true contribution and absolute assignment thereof, each of the Originator Originators hereby grants to the Buyer a valid and perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables Assets and all proceeds thereof, whether existing as of the foregoing close of business on the Initial Cutoff Date or thereafter arising through and including the Termination Date (collectively, the “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the Buyer to each Originator in an amount equal to the aggregate Purchase Price of for the Purchased Receivables originated by such Originator (and, in the Originator case of KapStone Kraft, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of the such Originator hereunder, which security interest shall be interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. The Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b2.1(b), any sale the conveyance by the Originator Seller to Buyer the Purchaser of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to nonetheless constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereofpurpose, the Originator Seller hereby grants to Buyer the Purchaser a valid and duly perfected security interest in all of the Originator’s Seller's right, title and interest in, to and under all Receivables now existing and hereafter arising(i) Receivables, and in (ii) all Collections and Related Security with respect thereto to such Receivables, (includingit being understood that nothing contained in this Agreement shall constitute a delegation of the Seller's duties under the Contracts related to the Receivables), without limitation(iii) all Records, (iv) all of the Seller's right, title and interest in each post office box and related post office box address and Lock-Box Account to which Collections are sent, all amounts on deposit therein, all certificates and Collection Account)instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, and all related agreements between the Seller and the Lock-Box Banks, (v) all Collections with respect to the foregoing, (vi) all payments on or with respect to such Receivables, all other rights relating to and payments relating to made in respect of the Receivables Receivables, and (vii) all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price any of the Receivables originated by foregoing. After any Termination Event, the Originator together with all other obligations of the Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer Purchaser and its assignees shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator In that regard, the Purchaser is hereby granted a license or other right to use, without charge, the Seller's copyrights, rights of use of any name, trade names, trademarks, service marks and advertising matter, or any property of a similar nature, as it may pertain to Related Security comprising repossessed or returned inventory the sale or lease of which shall have given rise to a Receivable and in order to facilitate the disposition by the Purchaser of such inventory. In connection with the grant of the transfer of ownership or security interest in the Receivables, by signing this Agreement in the space provided, the Seller hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning filing of Section 9-509 of any all applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated herebyin all necessary jurisdictions.

Characterization. (a) This agreement constitutes a “security agreement” as defined in the Uniform Commercial Code that the parties intend provides for the “security interest” of a buyer of accounts under the Uniform Commercial Code. If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(b), any sale by the Originator SunGard Financing to Buyer SunGard Funding II of Receivables hereunder shall be characterized as a secured loan by SunGard Financing to SunGard Funding II and not a sale, true sale of accounts or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement in respect of such loan under the UCC Uniform Commercial Code and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the Originator SunGard Financing hereby grants to Buyer SunGard Funding II a valid and perfected security interest in all of the OriginatorSunGard Financing’s right, title and interest in, to and under all Receivables now Assets existing and hereafter arising, arising and in all Collections and Related Security Records with respect thereto (includingthereto, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing foregoing, and the SunGard Financing Related Security to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereundersuch loan, which security interest shall be prior to all other Adverse Claims theretoLiens. Buyer After the occurrence of an Early Amortization Event, SunGard Funding II and its assigns shall have, in addition to the rights and remedies which they may have under specified in this Agreement, all other rights and remedies provided to a secured creditor party after default in a transaction which is a sale of accounts under the UCC Uniform Commercial Code and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b), any sale by the any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer a valid and perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price all of the Receivables originated by the Originator together with all other such Originator’s obligations of the Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Each Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.2(c), any sale or contribution by the Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables hereunder shall constitute a true sale and absolute assignment thereof, the Originator hereby grants to Buyer a valid and perfected security interest in all of the Originator’s 's right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account)thereto, all other rights and payments relating to the Receivables and all proceeds of the foregoing (collectively, the "Originator Collateral"), to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the Originator hereunder, which . Originator shall take such action as may be necessary or appropriate to ensure that such security interest shall be is duly perfected and prior to all other Adverse Claims thereto. Buyer shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b)0, any sale or contribution by the any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale of Receivables hereunder shall constitute a true sale thereof, the each Originator hereby grants to Buyer a valid and duly perfected security interest in all of the such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitationthereto, each Lock-Box and Collection Account), all other rights and payments relating to the Receivables and all proceeds of the foregoing, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located, including, without limitation, any of the foregoing constituting accounts, deposit accounts, chattel paper, electronic chattel paper, instruments, general intangibles, payment intangibles, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the Originator together with all other obligations of the each Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.2(b1.1(c), any sale by the an Originator to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale of Receivables by each Originator hereunder shall constitute a true sale thereof, the such Originator hereby grants to the Buyer a valid and duly perfected security interest in all of the such Originator’s 's right, title and interest in, in and to and under all Receivables now existing of such Originator which exist on the date hereof or arise thereafter through and hereafter arisingincluding the Termination Date, and in together with all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account)thereto, all other rights and payments relating to the such Receivables and all proceeds of the foregoing foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables originated by the purchased from such Originator together with any Purchase Interest applicable thereto and all other obligations of the such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Upon the occurrence of a Termination Event, the Buyer shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor upon default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby.