Limited Recourse; No Proceedings. The obligations of the Issuer and the Depositor under this Agreement are solely the obligations of the Issuer and the Depositor, as applicable. No recourse shall be had for the payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by the Issuer and the Depositor, or any officer of any of them in connection therewith, against any partner, member, stockholder, employee, officer, director or incorporator of the Issuer and the Depositor. With respect to obligations of the Issuer, neither the Agent nor any Purchaser shall look to any property or assets of the Issuer, other than to the Trust Estate. Each Purchaser and the Agent hereby agrees that to the extent such funds are insufficient or unavailable to pay any amounts owing to it by the Issuer pursuant to this Agreement, prior to the commencement of a bankruptcy or insolvency proceeding by or against the Issuer, it shall not constitute a claim against the Issuer. Each of the Issuer, the Depositor, the Seller, the Servicer, the Agent and each Purchaser agrees that it shall not institute or join against the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or similar proceeding under any federal or state bankruptcy law, for one year and a day after the termination of the Indenture. Nothing in this paragraph shall limit or otherwise affect the liability of the Servicer and the Seller with respect to any amounts owing by the Servicer or the Seller, respectively, hereunder or the right of the Agent or any Purchaser to enforce such liability against the Servicer or the Seller, respectively, or any of its respective assets. For clarity, it is understood that the Timeshare Loans, related Timeshare Loan Documents and other assets will be conveyed by the Seller to the Depositor and by the Depositor to the Issuer pursuant to the terms of the Purchase Agreement and Sale Agreement, respectively, without recourse, representation on warranty except as expressly provided therein. Without limiting the foregoing, none of the Seller, the Depositor or any of their respective subsidiaries shall be responsible for payments on the Timeshare Loans, and any other credit risks associated therewith shall be borne by the Issuer and the holders of any obligations of the Issuer.
Limited Recourse; No Proceedings. Sections 6.10 and 6.11 of the Agreement are incorporated herein by reference.
Limited Recourse; No Proceedings. 46 9.12 Survival of Representations and Warranties......................................................... 47 9.13
Limited Recourse; No Proceedings. The obligations of the Obligors under this Agreement are solely the obligations of the Obligors. No recourse shall be had for the payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by the Obligors, or any officer of it in connection therewith, against any partner, member, stockholder, employee, officer, director or incorporator of the Obligors.
Limited Recourse; No Proceedings. Survival of Representations and Warranties SECTION 7.16 No Recourse. SECTION 7.17 RBC Roles SECTION 7.18 USA PATRIOT Act SECTION 7.19 Tax Characterization SECTION 7.20 Accounting Treatment by Owners SECTION 7.21 Collections. SECTION 7.22 Limitation of Liability of Owner Trustee EXHIBITS EXHIBIT A FORM OF TRANSFER SUPPLEMENT EXHIBIT B FORM OF FUNDING NOTICE EXHIBIT C FORM OF COMPLIANCE STATEMENT EXHIBIT D FORM OF INVESTMENT LETTER EXHIBIT E [RESERVED] EXHIBIT F FORM OF INTEREST RATE CAP AGREEMENT EXHIBIT G HEDGING REQUIREMENTS ANNEX XXXXX X AGREED-UPON PROCEDURES SCHEDULES SCHEDULE I CONDUIT PURCHASER, COMMITTED PURCHASER, MANAGING AGENTS AND RELATED INFORMATION SCHEDULE II NOTICE INFORMATION SCHEDULE III ORGANIZATIONAL INFORMATION SCHEDULE IV LIST OF CLOSING DELIVERABLES THIS AMENDED AND RESTATED SERIES 2017-VFN NOTE PURCHASE AGREEMENT, dated as of October 23, 2020, is by and among USCC RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Transferor”), USCC MASTER NOTE TRUST, a Delaware statutory trust (together with its successors and assigns, the “Issuer”), USCC SERVICES, LLC, a Delaware limited liability company (“USCC SERVICES”), as the servicer (in such capacity, the “Servicer”), UNITED STATES CELLULAR CORPORATION (“USCC”), a Delaware corporation, as the performance guarantor under the Performance Guaranty (in such capacity, the “Performance Guarantor”), the Owners (as hereinafter defined) from time to time party hereto, the Managing Agents for the Ownership Groups from time to time party hereto, and ROYAL BANK OF CANADA (“RBC”), as administrative agent for the Owners (together with its successors in such capacity, the “Administrative Agent”).
Limited Recourse; No Proceedings. 43 9.12. Survival of Representations and Warranties.........................44 9.13. Submission to Jurisdiction; Waivers................................44 9.14.
Limited Recourse; No Proceedings. The obligations of the Issuer under this Agreement are solely the obligations of the Issuer. No recourse shall be had for the payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by the Issuer, or any officer of it in connection therewith, against any partner, member, stockholder, employee, officer, director or incorporator of the Issuer.
Limited Recourse; No Proceedings. The obligations of the Issuer and the Depositor under this Agreement are solely the obligations of the Issuer and the Depositor, as applicable. No recourse shall be had for the payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by the Issuer and the Depositor, or any officer of any of them in connection therewith, against any partner, member, stockholder, employee, officer, director or incorporator of the Issuer and the Depositor. With respect to obligations of the Issuer, neither any Funding Agent nor any Purchaser shall look to any property or assets of the Issuer, other than to the Trust Estate. Each Purchaser and each Funding Agent hereby agrees that to the extent such funds are insufficient or unavailable to pay any amounts owing to it by the Issuer pursuant to this Agreement, prior to the commencement of a bankruptcy or insolvency proceeding by or against the Issuer, it shall not
Limited Recourse; No Proceedings. 47 Section 9.11. Survival of Representations and Warranties 47
Limited Recourse; No Proceedings. (a) The obligations of the Transferor and the Servicer under this Agreement are several (except as specifically provided herein) and are solely the corporate obligations of the Transferor and the Servicer. No recourse shall be had for the payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by the Transferor and the Servicer or any officer of any of them in connection therewith, against any stockholder, employee, officer, director or incorporator of the Transferor or the Servicer, and neither the Agent nor any Class B Purchaser shall look to any property or assets of the Transferor, other than to (a) amounts payable to the Transferor under the Receivables Purchase Agreement, any Supplement or the Pooling and Servicing Agreement and (b) any other assets of the Transferor not pledged to third parties or otherwise encumbered in any manner permitted by the Transferor's
