Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:
Backup Security Interest. (i) Notwithstanding that it is the express intent of the parties hereto that each Conveyance of Transferred Assets hereunder be an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser, in the event that the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Purchaser pursuant to the lien granted by the Seller pursuant to Section 2.1(d), and the Collateral Agent, as assignee, pursuant to the all-assets lien granted by the Purchaser to the Collateral Agent under the Credit Agreement, as secured party, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property, Deposit Accounts and Proceeds and such other categories of collateral under the applicable UCC; with respect to Transferred Assets that constitute Security Entitlements, all of such Security Entitlements have been credited to the Collateral Account, subject to the delivery requirements contained in the Pledge Agreement; the Seller owns and has good and marketable title to the Transferred Assets acquired by the Purchaser on the applicable Purchase Date, free and clear of any Lien (other than Permitted Liens); (iii) the Seller has received all consents and approvals required by the terms of any Collateral Obligation to the sale and granting of a security interest in the Collateral Obligations hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties, in each case, to the extent required pursuant to the Credit Agreement; (iv) the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest of the Purchaser in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the applicable jurisdiction; (v) all original executed copies of each underlying ...
Backup Security Interest. It is the intention of the parties hereto that the conveyance of the A Participation contemplated by this Agreement shall constitute a conveyance, transfer and assignment of an undivided beneficial interest in the Loans (and all Loan Documents related thereto) and the proceeds thereof from B Participant to A Participant and that such beneficial interest in the Loans of B Participant shall not be part of A Participant's estate in the event of the filing of a bankruptcy petition by or against A Participant under any bankruptcy law. In the event that, notwithstanding the intent of the parties hereto, the conveyance, transfer and assignment contemplated hereby is not recognized as such, this Agreement shall constitute a security agreement under applicable law, and, in furtherance thereof B Participant shall be deemed to have granted, and does hereby grant, to A Participant a security interest in the Loans for the benefit of A Participant and its assignees as security for B Participant's obligations hereunder, which pledge will be perfected by the possession of the promissory notes and participation certificates with respect to the Loans on behalf of A Participant by a financial institution agreed to by the Lenders.
Backup Security Interest. (a) In the event that, for any reason, any Transaction is construed by any court as a secured loan rather than a purchase and sale, the parties intend that Seller shall have granted to Buyer a security interest in all of the Purchased Securities, which security interest is not subject to any prior security interests created under the Uniform Commercial Code in the appropriate jurisdiction.
