Common use of Characterization Clause in Contracts

Characterization. (a) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Agent and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser Blue Ridge with the full benefits of ownership of the applicable interest in the Purchaser Receivable Interest. Except as specifically provided in this Agreement, each Purchase sale of a Receivable Interest hereunder is made without recourse to Seller; providedPROVIDED, howeverHOWEVER, that (i) Seller shall be liable to each Purchaser, each Managing Agent Blue Ridge and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Blue Ridge or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to any Seller; provided, however, that (i) each Seller shall be liable to each Purchaser, each Managing Agent Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by such Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of any Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Writings or Contracts, or any other obligations of any Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser Purchasers with the full benefits of ownership of the applicable interest in the Purchaser Receivable Interest. Except as specifically provided in this Agreement, each Purchase sale of a Receivable Interest hereunder is made without recourse to Seller; providedPROVIDED, howeverHOWEVER, that (i) Seller shall be liable to each Purchaser, each Managing Agent the Purchasers and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable salesale for all purposes other than financial accounting purposes, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Receivable Interest. Except as specifically provided in this Agreement, each Purchase sale of a Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser, each Managing Agent of the Purchasers and the Administrative Agent Agents for all representations, warranties, warranties and covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of the Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related ContractsInvoices, or any other obligations of the Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Funding Agent and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Funding Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator a Transferor or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originatora Transferor.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Agent and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator a Transferor or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originatora Transferor.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Agent and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Funding Agent and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Funding Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

Characterization. ARTICLE 1.2 (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser Agent for the benefit of the Purchasers with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Agent Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of Seller or any the Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any the Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall will constitute and be treated for financial accounting purposes as an absolute and irrevocable sale, which purchase shall will provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall will be liable to each Purchaser, each Managing Agent Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of Seller Seller, Convergys or any Originator either of the Originators or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, Convergys or any such Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase of a Purchaser Interest hereunder shall constitute and be treated as an absolute and irrevocable salesale for all purposes other than financial accounting purposes, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Receivable Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser, each Managing Agent of the Purchasers and the Administrative Agent Agents for all representations, warranties, warranties and covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of the Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related ContractsInvoices, or any other obligations of the Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase of a Purchaser Interest hereunder shall constitute and be treated as an absolute and irrevocable salesale for all purposes other than financial accounting purposes, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Receivable Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser, each Managing Agent of the Purchasers and the Administrative Agent Agents for all representations, warranties, warranties and covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of the Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related ContractsInvoices, or any other obligations of the Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase of a Purchaser Interest hereunder shall constitute and be treated as an absolute and irrevocable salesale for all purposes other than financial accounting purposes, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Receivable Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser, each Managing Agent of the Purchasers and the Administrative Agent Agents for all representations, warranties, warranties and covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of the Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related ContractsInvoices, or any other obligations of the Seller or any Originator.. THIRD AMENDED AND RESTATED RPA

Characterization. (a) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Agent and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to the RPA Seller; provided, however, that (i) the RPA Seller shall be liable to each Purchaser, each Managing the Investor Agent and the Administrative Agent for all representations, warranties, warranties and covenants and indemnities made by the RPA Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing the Investor Agent or the Administrative Agent or any assignee thereof of any obligation of the RPA Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the RPA Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Agent Purchaser and AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that that, except for income tax purposes, each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Receivable Interest. Except as specifically provided in this Agreement, each Purchase sale of a Receivable Interest hereunder is made without recourse to the Seller; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall be liable to each Purchaser, each Managing Agent Purchaser and the Administrative Agent for all representations, warranties, warranties and covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of the Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contractsinvoices, or any other obligations of the Seller or any such Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the 38 applicable Purchaser with the full benefits of ownership of the applicable an interest in the Purchaser applicable SLOT Interest. Except as specifically provided in this Agreement, each Purchase sale of a SLOT Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Agent the SLOT Purchaser and the Administrative SLOT Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent the SLOT Purchaser or the Administrative SLOT Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

Characterization. (a) It is the intention of the ---------------- parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, -------- however, that (i) Seller shall be liable to each Purchaser, each Managing Agent Purchaser and the Administrative Collateral ------- Agent for all representations, warranties, warranties and covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Collateral Agent or any assignee thereof of any obligation of Seller Seller, CGSF or any the Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, CGSF or any the Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Funding Agent and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Funding Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to any Seller; provided, however, that (i) each Seller shall be liable to each Purchaser, each Managing Agent Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by such Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of any Seller or any Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Writings or Contracts, or any other obligations of any Seller or any Originator.. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Characterization. (a) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Receivable Interest. Except as specifically provided in this Agreement, each Purchase sale of a Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser, each Managing Agent of the Purchasers and the Administrative Agent Agents for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Agent or any assignee thereof of any obligation of the Seller or any the Originator or any other Person arising in connection with the Receivables, the Related Security, or the related ContractsContracts or Invoices, or any other obligations of the Seller Parties or any the Originator.

Characterization. (a) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase Purchase shall provide the applicable Purchaser Blue Ridge with the full benefits of ownership of the applicable interest in the Purchaser Receivable Interest. Except as specifically provided in this Agreement, each Purchase sale of a Receivable Interest hereunder is made without recourse to the Seller; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall be liable to each Purchaser, each Managing Agent Blue Ridge and the Administrative Agent for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Blue Ridge or the Administrative Agent or any assignee thereof of any obligation of the Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or any Originator.

Characterization. (a) It is the intention of the ---------------- parties hereto that each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, -------- however, that (i) Seller shall be liable to each Purchaser, each Managing Agent Purchaser and the Administrative Collateral ------- Agent for all representations, warranties, warranties and covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent Purchaser or the Administrative Collateral Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.