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 Agent for the benefit of the Purchasers with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the 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 or the Agent or any assignee thereof of any obligation of Seller or the 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 the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser 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 Purchaser, any Managing Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or the 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 the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each 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 Purchaser, each Managing Agent 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 Purchaser, any Managing Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or the Seller, 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 the Seller or the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Funding Agent and the 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 Purchaser, any Funding Agent or the Agent or any assignee thereof of any obligation of Seller or the Originator a Transferor or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposesa Transferor.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each 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 Purchaser, any Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or the Originator a Transferor or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposesa 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 Purchase shall provide the Agent for the benefit of the Purchasers with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; providedPROVIDED, howeverHOWEVER, that (i) Seller shall be liable to each Purchaser the Purchasers and the 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 or the Agent or any assignee thereof of any obligation of Seller or the 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 the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

Characterization. (a) It is the intention of the parties hereto that each 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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser of the Purchasers and the 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 or the Agent or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related ContractsInvoices, or any other obligations of the Seller or the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Purchase shall provide the Agent for the benefit of the Purchasers Blue Ridge with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to Seller; providedPROVIDED, howeverHOWEVER, that (i) Seller shall be liable to each Purchaser Blue Ridge and the 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 Blue Ridge or the Agent or any assignee thereof of any obligation of Seller or the 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 the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT the 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 or the Agent or any assignee thereof of any obligation of Seller or 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 the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall will constitute and be treated for financial accounting purposes as an absolute and irrevocable sale, which purchase shall will provide the Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall will be liable to each Purchaser and the 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 or the Agent or any assignee thereof of any obligation of Seller Seller, Convergys or either of the Originator Originators 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, Convergys or the such Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Purchase shall provide the Agent for the benefit of the Purchasers Blue Ridge with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall be liable to each Purchaser 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 Blue Ridge or the Administrative Agent or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, -------- however, that (i) Seller shall be liable to each Purchaser and the 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 or the Collateral Agent or any assignee thereof of any obligation of Seller Seller, CGSF or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller Seller, CGSF or the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

Characterization. ARTICLE 1.2 (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 Agent for the benefit of the Purchasers with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the 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 or the Agent or any assignee thereof of any obligation of Seller or the 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 the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser 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 Purchaser, any Managing Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or 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 the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

Characterization. (a) It is the intention of the ---------------- parties hereto that each purchase of a Purchaser Interest hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the 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 or the Agent or any assignee thereof of any obligation of Seller or the Originator Seller, AIL or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposesAIL.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Funding Agent and the 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 Purchaser, any Funding Agent or the Agent or any assignee thereof of any obligation of Seller or the 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 the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Funding Agent and the 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 Purchaser, any Funding Agent or the Agent or any assignee thereof of any obligation of Seller or the 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 the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each 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 Purchaser, the Investor Agent and the 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 Purchaser, the Investor Agent or the Agent or any assignee thereof of any obligation of the RPA Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the RPA Seller or the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Purchase shall provide the Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to each Purchaser of the Purchasers and the 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 or the Agent or any assignee thereof of any obligation of the Seller or the Originator or any other person 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 the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, -------- however, that (i) Seller shall be liable to each Purchaser and the 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 or the Collateral Agent or any assignee thereof of any obligation of Seller or the 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 the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each 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 and the 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 or the Agent or any assignee thereof of any obligation of any Seller or the any Originator or any other person Person arising in connection with the Receivables, the Related Security, or the related Writings or Contracts, or any other obligations of any Seller or the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.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 shall provide the Agent for the benefit of the Purchasers 38 applicable Purchaser with the full benefits of ownership of an interest in the applicable Purchaser SLOT Interest. Except as specifically provided in this Agreement, each sale of a Purchaser SLOT Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each the SLOT Purchaser and the 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 the SLOT Purchaser or the SLOT Agent or any assignee thereof of any obligation of Seller or the 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 the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

Characterization. (a) It is the intention of the parties hereto that each 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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each 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 of the Purchasers and the 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 or the Agent or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related ContractsInvoices, or any other obligations of the Seller or the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser Purchaser, each Managing Agent and the 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 Purchaser, any Managing Agent or the Agent or any assignee thereof of any obligation of Seller or the 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 the Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

Characterization. (a) It is the intention of the parties hereto that that, except for income tax purposes, each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Receivable Interest hereunder is made without recourse to the Seller; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall be liable to each Purchaser and the 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 or the Agent or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contractsinvoices, or any other obligations of the Seller or the such Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.

Characterization. (a) It is the intention of the parties hereto that each 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 Agent for the benefit of the Purchasers applicable Purchaser with the full benefits of ownership of the applicable Purchaser Receivable Interest. Except as specifically provided in this Agreement, each 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 of the Purchasers and the 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 or the Agent or any assignee thereof of any obligation of the Seller or the any Originator or any other person arising in connection with the Receivables, the Related Security, or the related ContractsInvoices, or any other obligations of the Seller or the any Originator. However, notwithstanding the foregoing, the parties will treat the transactions under this Agreement as debt for tax purposes.