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 Receivables and Related Rights under this Agreement shall be without recourse to the Transferor. It is the express intent of the Transferor and the Transferee that each conveyance by the Transferor to the Transferee pursuant to this Agreement of the Receivables and the Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by the Transferor to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferor), providing the 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 the Transferor’s estate in the event of the Transferor’s bankruptcy) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Transferee be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend to treat each such conveyance as a “true sale” or “true contribution”, as applicable, for all purposes under applicable law and accounting principles. None of the Transferee, the Agent, the Investors or the other Affected Persons shall have any obligation or liability under any Receivables or Related Rights, nor shall the Transferee, the Agent, any Investor or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of the Transferor (including any obligation to perform any of the obligations of the Transferor under any Receivables or Related Rights).
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, with respect to Sold Property conveyed to the Buyer by the Originators, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be “true sales” of such Sold Property 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 (i) each United States Originator hereby grants to Buyer a “security interest” within the meaning of Article 9 of the UCC, (ii) M&I Door Systems Ltd. hereby grants to Buyer a “security interest” within the meaning of the Personal Property Act (Ontario), and, (iii) Albany International Canada Inc. hereby grants to Buyer a “movable hypothec” within the meaning of the Civil Code of Quebec, in each case in all of such Originator’s right, title and interest in and to the such Sold Property, 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. (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).
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
