Common use of No Recourse or Assumption of Obligations Clause in Contracts

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 "security agreement" within the meaning of Article 9 of the UCC and Originator hereby grants to Buyer a "security interest" within the meaning of Article 9 of the UCC in all of Originator's right, title and interest in and to such Receivables (including the proceeds thereof), now existing and thereafter created, to secure a non-recourse loan in an amount equal to the aggregate purchase prices therefor and each of Originator's other payment obligations (including the obligation to remit to Buyer all Collections of all Receivables) 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 Originator (including any obligation to perform any of the obligations of Originator under any Receivable).

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 Originatorthe 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, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be "true sales" of Receivables from Originator 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 each Originator hereby grants to Buyer a "security interest" within the meaning of Article 9 of the UCC in all of such Originator's right, title and interest in and to such the Receivables (including the proceeds thereof)) originated by it, now existing and thereafter created, to secure a non-recourse loan in an amount equal to the aggregate purchase prices therefor and each of such Originator's other payment obligations (including the obligation to remit to Buyer all Collections of all Receivables) 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 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 "security agreement" within the meaning of Article 9 of the UCC and Originator hereby grants to Buyer a "security interest" within the meaning of Article 9 of the UCC in all of Originator's right, title and interest in and to such Receivables (including the proceeds thereof), now existing and thereafter created, to secure a non-recourse loan in an amount equal to the aggregate purchase prices therefor and each of Originator's other payment obligations (including the obligation to remit to Buyer all Collections Collection of all Receivables) 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 Originator (including any obligation to perform any of the obligations of Originator under any Receivable).

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 Originatorthe 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 ’s estate in the event of such Originator's ’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 Receivables such Sold Property from Originator 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 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 ’s right, title and interest in and to the such Receivables (including the proceeds thereof)Sold Property, now existing and thereafter created, to secure a non-recourse loan in an amount equal to the aggregate purchase prices therefor and each of such Originator's ’s other payment obligations (including the obligation to remit to Buyer all Collections of all Receivables) 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 contribution, purchase and sale of Receivables Accounts under this Agreement shall be without recourse to Originatorthe Originators. Each Originator and Buyer intend the transactions hereunder to constitute true sales of Receivables Accounts by such Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables Accounts originated by such Originator (such that the Receivables Accounts would not be property of such Originator's estate in the event of such 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 Accounts from Originator 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 each Originator hereby grants to Buyer a "security interest" within the meaning of Article 9 of the UCC in all of such Originator's right, title and interest in and to such Receivables the Accounts, all Related Security, Lock-Box Accounts and all proceeds thereof (including the proceeds thereof)all Collections with respect thereto) originated by it, now existing and thereafter created, to secure a non-recourse loan in an amount equal to the aggregate purchase prices therefor and each of such Originator's other payment obligations (including the obligation to remit to Buyer all Collections of all Receivables) under this Agreement. Buyer shall not have any obligation or liability with respect to any ReceivableAccount, nor shall Buyer have any obligation or liability to any Obligor Account Debtor or other customer or client of an Originator (including any obligation to perform any of the obligations of such Originator under any ReceivableAccount).

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 and that this transaction shall constitute a "sale of accounts" (as such term is used in Article 9 of the UCC), which sale is absolute and irrevocable, and provides 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 salesTRUE SALES" of Receivables from Originator to Buyer, then this Agreement shall also be deemed to be a "security agreementSECURITY AGREEMENT" within the meaning of Article 9 of the UCC and Originator hereby grants to Buyer a "security interestSECURITY INTEREST" within the meaning of Article 9 of the UCC in all of Originator's right, title and interest in and to such Receivables (including the proceeds thereof), now existing and thereafter created, to secure a non-recourse loan in an amount equal to the aggregate purchase prices therefor and each of Originator's other payment obligations (including the obligation to remit to Buyer all Collections of all Receivables) 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 Originator (including any obligation to perform any of the obligations of Originator under any Receivable).

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 Originatorthe 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, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be "true sales" of Receivables from Originator 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 each Originator hereby grants to Buyer a "security interest" within the meaning of Article 9 of the UCC in all of such Originator's right, title and interest in and to such Receivables the Receivables, all Related Security, Lock-Box Accounts and all proceeds thereof (including the proceeds thereof)all Collection with respect thereto) originated by it, now existing and thereafter created, to secure a non-recourse loan in an amount equal to the aggregate purchase prices therefor and each of such Originator's other payment obligations (including the obligation to remit to Buyer all Collections of all Receivables) 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 contribution, purchase and sale of Receivables under this Agreement shall be without recourse to Originatorthe 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 ’s estate in the event of such Originator's ’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 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 each Originator hereby grants to Buyer a "“security interest" ” within the meaning of Article 9 of the UCC in all of such Originator's ’s right, title and interest in and to such Receivables the Receivables, all Related Security, Lock-Box Accounts and all proceeds thereof (including the proceeds thereof)all Collection with respect thereto) originated by it, now existing and thereafter created, to secure a non-recourse loan in an amount equal to the aggregate purchase prices therefor and each of such Originator's ’s other payment obligations (including the obligation to remit to Buyer all Collections of all Receivables) 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 to the limited extent 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 absolute, irrevocable and unconditional true sales sales, transfers and/or capital contributions, as applicable, 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 ’s estate in the event of Originator's ’s bankruptcy). If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be "true sales" , absolute transfers and/or capital contributions, as applicable, of Receivables from Originator to Buyer, then this Agreement shall also be deemed to be a "“security agreement" ” within the meaning of Article 9 of the UCC and Originator hereby grants to Buyer a "“security interest" ” within the meaning of Article 9 1 of the UCC in all of Originator's ’s right, title and interest in and to such Receivables (including the proceeds thereof), now existing and thereafter created, to secure a non-recourse loan in an amount equal to the aggregate purchase prices therefor and each of Originator's ’s other payment obligations (including the obligation to remit to Buyer all Collections of all Receivables) 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 Originator (including any obligation to perform any of the obligations of Originator under any Receivable).