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 Administrator (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the Administrator, the Purchaser Agents and the Purchasers 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 the Administrator, any Purchaser Agent or any Purchaser 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 salesale to Agent, on behalf of the Purchasers, for all purposes (other than federal and state income tax purposes), which such Purchase shall provide the Administrator (for the benefit Agent, on behalf of the Secured Parties) Purchasers, with the full benefits of ownership of the applicable Receivable InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchase hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, Agreement and (ii) such sale does not constitute and is not intended to result in an assumption by the Administrator, any Purchaser or Agent or any Purchaser 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 purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest by Seller hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers 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, the AdministratorAgent, any Purchaser Managing Agent or any Purchaser or assignee of any assignee thereof of the foregoing of any obligation of Seller or any Originator Cardinal Entity 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 OriginatorCardinal Entity.

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 Administrator applicable Purchaser (for or the benefit of the Secured PartiesLC Bank, if applicable) with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to any Seller; provided provided, however, that (i) each Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents LC Bank and the Purchasers 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, the Administrator, any Purchaser LC Bank or the Agent or any Purchaser or any assignee thereof of any obligation of any Seller or 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 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 shall provide the Administrator Agent (for the benefit of the Secured Parties) with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided that (i) Seller shall be liable to the AdministratorAgent, the Purchaser Agents and the Purchasers 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 the AdministratorAgent, any Purchaser Agent or any Purchaser 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 shall provide the Administrator applicable Purchaser (for or the benefit of the Secured PartiesLC Bank, if applicable) with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to any Seller; provided provided, however, that (i) each Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents LC Bank and the Purchasers 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, the Administrator, any Purchaser LC Bank or the Agent or any Purchaser or any assignee thereof of any obligation of any Seller or 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 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 shall provide the Administrator (for Purchaser and the benefit of the Secured Parties) Committed Investors with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the AdministratorPurchaser, the Purchaser Agents Committed Investors and the Purchasers 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 the AdministratorPurchaser, any Purchaser Committed Investor or the Administrative Agent or any Purchaser or any assignee thereof of any obligation of Seller or any 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 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 shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to the Seller; provided provided, however, that (i) the Seller shall be liable to each of the AdministratorPurchasers, the Purchaser Agents Administrative Agent and the Purchasers Co-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 the Administratorany Purchaser, any Purchaser Administrative Agent, Co-Agent or any Purchaser or any assignee thereof of any obligation of the Seller or any 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 any the Originator.. 102

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 Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest by a Seller hereunder is made without recourse to such Seller; provided provided, however, that (i) such Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers 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, the AdministratorAgent, any Purchaser Managing Agent or any Purchaser or assignee of any assignee thereof of the foregoing of any obligation of Seller the Sellers or any Originator Cardinal Entity or any other person Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller the Sellers or any OriginatorCardinal Entity.

Characterization. (ai) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable salesale to Agent, on behalf of the Purchasers, for all purposes (other than federal and state income tax purposes), which such Purchase shall provide the Administrator (for the benefit Agent, on behalf of the Secured Parties) Purchasers, with the full benefits of ownership of the applicable Receivable InterestAsset Portfolio. Except as specifically provided in this Agreement, each sale of a Receivable Interest Purchase hereunder is made without recourse to Seller; provided provided, however, that (i) Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, Agreement and (ii) such sale does not constitute and is not intended to result in an assumption by the Administrator, any Purchaser or Agent or any Purchaser 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 purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to the Seller; provided PROVIDED, HOWEVER, that (i) the Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents each Managing Agent and the Purchasers Collateral 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 the Administratorany Purchaser, any Purchaser Managing Agent or any Purchaser the Collateral Agent or any assignee thereof of any obligation of the 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 the Seller or any Originator.

Characterization. (a) It is the intention of the parties hereto that that, except for tax purposes, each Purchase purchase hereunder shall constitute and be treated as an absolute and irrevocable salesale (for non-tax purposes), which Purchase purchase shall provide the Administrator (for the benefit of the Secured Parties) applicable Purchaser with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale (for non-tax purposes) of a Receivable Interest hereunder is made without recourse to the Seller; provided provided, however, that (i) the Seller shall be liable to the Administrator, the each Purchaser Agents and the Purchasers 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 (for non-tax purposes) does not constitute and is not intended to result in an assumption by the Administrator, any Purchaser or the Agent or any Purchaser or any assignee thereof of any obligation of the Seller or 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 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 purchase shall provide the Administrator applicable Purchaser (for or the benefit of the Secured PartiesLC Bank, if applicable) with the full benefits of ownership of the applicable Receivable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Receivable Purchaser Interest hereunder is made without recourse to any Seller; provided provided, however, that (i) each Seller shall be liable to the Administratoreach Purchaser, the Purchaser Agents LC Bank and the Purchasers 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, the Administrator, any Purchaser LC Bank or the Agent or any Purchaser or any assignee thereof of any obligation of any Seller or 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 any Originator.. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT