No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers or the other Affected Parties shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser or the other Affected Parties have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Assets).
No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Pool Assets and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and the Company intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Pool Assets and the Related Assets by such Originator to the Company, providing the Company with the full risks and benefits of ownership of the Pool Assets and Related Assets (such that the Pool Assets and the Related Assets would not be property of such Originator’s estate in the event of such Originator’s bankruptcy). Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no payments by any Originator shall be made to the Company to the extent that they constitute recourse with respect to a Pool Asset and the Related Assets by reason of the financial or credit condition of the related Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the related Account Debtor or Obligor); provided that, for the avoidance of doubt, this paragraph shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collections. None of the Company, any Purchaser, any Purchaser Agent or the Administrative Agent shall have any obligation or liability under any Pool Assets or Related Assets (including any commitment to fund loans under any Loan Documents), nor shall the Company, any Purchaser, any Purchaser Agent or the Administrative Agent have any obligation or liability to any Account Debtor, Obligor or other customer or client of any Originator (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an Originator under any Pool Assets or Related Assets).
No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale of Receivables under this Agreement shall be without recourse to the Originators. Each Originator and Buyer intend the transactions hereunder to constitute true sales of Receivables by such Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables originated by such Originator (such that the Receivables would not be property of such Originator's estate in the event of such Originator's bankruptcy). If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be "true sales" of Receivables from the Originators to Buyer, then this Agreement shall also be deemed to be a "security agreement" within the meaning of Article 9 of the UCC and each Originator hereby grants to Buyer a "security interest" within the meaning of Article 9 of the UCC in all of such Originator's right, title and interest in and to the Receivables, all Related Security, Lock-Box Accounts and all proceeds thereof (including all Collection with respect thereto) originated by it, now existing and thereafter created, to secure a loan in an amount equal to the aggregate purchase prices therefor and each of such Originator's other payment obligations under this Agreement. Buyer shall not have any obligation or liability with respect to any Receivable, nor shall Buyer have any obligation or liability to any Obligor or other customer or client of an Originator (including any obligation to perform any of the obligations of such Originator under any Receivable).
No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to the Originator. The Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by the Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets (other than those repurchased by the Originator pursuant to the terms hereof) would not be property of the Originator’s estate in the event of the Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchaser Parties or the other Affected Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Party or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of the Originator (including any obligation to perform any of the obligations of the Originator under any Receivables or Related Assets) or to Servicer.
No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale of Receivables under this Agreement shall be without recourse to the related Originator. Each Originator and Buyer intend the transactions hereunder to constitute true sales of Receivables by such Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables of such Originator (such that the Receivables would not be property of such Originator’s estate in the event of such Originator’s bankruptcy). Buyer shall not have any obligation or liability with respect to any Receivable, nor shall Buyer have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivable).
No Recourse or Assumption of Obligations. Except as specifically ---------------------------------------- provided in this Agreement, the transfer of Pool Receivables and Related Property under this Agreement shall be without recourse to Originator. Originator and the Company intend the transactions hereunder to constitute true absolute transfers and true contributions of Pool Receivables and the Related Property by Originator to the Company, providing the Company with the full risks and benefits of ownership of the Pool Receivables and Related Property (such that the Pool Receivables and the Related Property would not be property of Originator's estate in the event of Originator's bankruptcy). The Company shall not have any obligation or liability with respect to any Pool Receivables or Related Property, nor shall the Company have any obligation or liability to any Obligor or other customer or client of Originator (including any obligation to perform any of the obligations of Originator under any Pool Receivables or Related Property).
No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale of Receivables under this Agreement shall be without recourse to Originator. Originator and Buyer intend the transactions hereunder to constitute true sales of Receivables by Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables (such that the Receivables would not be property of Originator’s estate in the event of Originator’s bankruptcy). If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be “true sales” of Receivables from Originator to Buyer, then this Agreement shall also be deemed to be a
No Recourse or Assumption of Obligations. (a) Except as specifically provided in this Agreement, the contribution, purchase and sale of Receivables by an Originator under this Agreement shall be without recourse to such Originator. Each Originator and the applicable Buyer intend the transactions hereunder to constitute true sales of Receivables by such Originator to such Buyer, providing such Buyer with the full risks and benefits of ownership of the Receivables (such that the Receivables would not be property of such Originator's estate upon the occurrence of an Event of Bankruptcy with respect to such Originator).
No Recourse or Assumption of Obligations. (a) Except as specifically provided in this Agreement, the contribution, purchase and sale of Receivables under this Agreement shall be without recourse to Transferor. Transferor and CR LLC intend the transactions hereunder to constitute true sales of Receivables by Transferor to CR LLC, providing CR LLC with the full risks and benefits of ownership of the Receivables (such that the Receivables would not be property of Transferor's estate upon the occurrence of an Event of Bankruptcy with respect to Transferor).
No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the Transfer of Receivables and Related Rights under this Agreement shall be without recourse to any Originator. Each Originator and Transferee intend the transactions hereunder to constitute absolute and irrevocable true sales and/or valid contributions of Receivables and the Related Rights by each Originator to Transferee, providing Transferee with the full risks and benefits of ownership of the Receivables and Related Rights (such that the Receivables and the Related Rights would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). Each Originator and the Transferee have structured the transactions contemplated by this Agreement as a sale and/or contribution, and each Originator and the Transferee agree to treat each such transaction as a “true sale” for all purposes under applicable law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). None of Transferee, Administrative Agent, the Lenders or the other Affected Persons shall have any obligation or liability under any Receivables or Related Rights, nor shall Transferee, Administrative Agent, any Lender or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Rights).
