Common use of Seller Remains Liable Clause in Contracts

Seller Remains Liable. (a) Notwithstanding anything in this Agreement, (i) the Seller shall remain liable under the Pool Receivables, all Related Security, the Transferred Agreements and any Interest Rate Hedges and to perform all of its duties and obligations thereunder to xxx xame extent as if this Agreement had not been executed, (ii) the exercise by the Agent, an Investor or a Bank of any of its rights under this Agreement shall not release the Seller or the Servicer from any of their respective duties or obligations under the Pool Receivables, all Related Security, the Transferred Agreements or any Interest Rate Hedges, (iii) the Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks shall be obligated to perform any of the obligations or duties of the Seller or the Servicer under the Pool Receivables, the Related Security, the Transferred Agreements or any Interest Rate Hedges or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of America.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Assets to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. The Purchasers and the Purchaser Agent shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executed, (ii) or the creation of a security interest therein or the receipt by the Purchaser Agent or the Purchasers of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser or the Agent, an Investor or a Bank Purchaser Agent of any of its respective rights under this Agreement shall not release any Originator, each Transferor, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related Security, Contracts or agreements. None of the Transferred Agreements Purchasers or any Interest Rate Hedges, (iii) the Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Purchaser Agent shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of any Originator, each Transferor, the Seller or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. The Purchasers, the Administrative Agent, the Collateral Agent and the other Conduit Purchaser Secured Parties shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executedor the Collateral Agent Agreement or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent, (ii) Purchasers, the Collateral Agent or any Purchaser Secured Party of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser or the Agent, an Investor or a Bank Administrative Agent of any of its respective rights under this Agreement shall not release the Originator, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related SecurityContracts or agreements. None of the Purchasers, the Transferred Agreements or any Interest Rate Hedges, (iii) the Administrative Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements Collateral Agent or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Conduit Purchaser Secured Parties shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of the Originator, the Seller or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. The Purchaser, the Operating Agent, the Collateral Agent and the other Purchaser Secured Parties shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executedor the Collateral Agent Agreement or the granting herein or therein of a Lien thereon or the receipt by the Purchaser, (ii) the Collateral Agent or any Purchaser Secured Party of any payment relating thereto pursuant hereto or thereto. The exercise by the Agent, an Investor Purchaser or a Bank the Collateral Agent of any of its respective rights under this Agreement or the Collateral Agent Agreement shall not release any Originator, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related SecurityContracts or agreements. None of the Purchaser, the Transferred Agreements or any Interest Rate Hedges, (iii) the Operating Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements Collateral Agent or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Purchaser Secured Parties shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of any Originator, the Seller or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all the conditions and obligations, if any, to be observed and performed by it thereunder. The Purchasers and the Administrative Agent shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of its duties and obligations thereunder to xxx xame extent as if or arising out of this Agreement had not been executed, (ii) or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent or the Purchasers of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser or the Agent, an Investor or a Bank Administrative Agent of any of its respective rights under this Agreement shall not release any Originator, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related Security, Contracts or agreements. None of the Transferred Agreements Purchasers or any Interest Rate Hedges, (iii) the Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Administrative Agent shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of any Originator, the Seller or the Servicer (except to the extent any such Person has been appointed as Successor Servicer under the Pool ReceivablesRelated Documents in accordance with the Sale Agreement) under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Related Securitynature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Transferred Agreements Contract or agreement, or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. The Purchasers, the Administrative Agent, the Collateral Agent and the other Conduit Purchaser Secured Parties shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executedor the Collateral Agent Agreement or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent, (ii) Purchasers, the Collateral Agent or any Purchaser Secured Party of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser or the Agent, an Investor or a Bank Administrative Agent of any of its respective rights under this Agreement shall not release any Originator, the Seller or the any Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related SecurityContracts or agreements. None of the Purchasers, the Transferred Agreements or any Interest Rate Hedges, (iii) the Administrative Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements Collateral Agent or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Conduit Purchaser Secured Parties shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of any Originator, the Seller or the any Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the --------------------- Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. The Purchaser, the Operating Agent, the Collateral Agent and the other Purchaser Secured Parties shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executedor the Collateral Agent Agreement or the granting herein or therein of a Lien thereon or the receipt by the Purchaser, (ii) the Collateral Agent or any Purchaser Secured Party of any payment relating thereto pursuant hereto or thereto. The exercise by the Agent, an Investor Purchaser or a Bank the Collateral Agent of any of its respective rights under this Agreement or the Collateral Agent Agreement shall not release the CGS Originator, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related SecurityContracts or agreements. None of the Purchaser, the Transferred Agreements or any Interest Rate Hedges, (iii) the Operating Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements Collateral Agent or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Purchaser Secured Parties shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of the CGS Originator, the Seller or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. The Purchasers, the Administrative Agent, the Collateral Agent and the other Conduit Purchaser Secured Parties shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executedor the Collateral Agent Agreement or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent, (ii) Purchasers, the Collateral Agent or any Purchaser Secured Party of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser or the Agent, an Investor or a Bank Administrative Agent of any of its respective rights under this Agreement shall not release any Originator, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related SecurityContracts or agreements. None of the Purchasers, the Transferred Agreements or any Interest Rate Hedges, (iii) the Administrative Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements Collateral Agent or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Conduit Purchaser Secured Parties shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of any Originator, the Seller or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. The Purchasers, the Administrative Agent, the Redwood Secured Parties and the other Program Support Providers shall not have any obligation or liability under any such Transferred Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executedor any Program Document or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent, (ii) the Purchasers, any Redwood Secured Party or any other Program Support Provider of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser or the Agent, an Investor or a Bank Administrative Agent of any of its respective rights under this Agreement shall not release the Originator, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Transferred Receivables, all Related SecurityContracts or agreements. None of the Purchasers, the Transferred Agreements Administrative Agent, any Redwood Secured Party or any Interest Rate Hedges, (iii) the Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks other Program Support Provider shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of the Originator, the Seller or the Servicer under or pursuant to any such Transferred Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Transferred Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office ifamounts that may have been assigned to it or to which it may be entitled at any time or times. GE Capital Corporation/Blue Hill II, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of America.Inc. Amended and Restated Receivables Purchase and Servicing Agreement

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. The Purchasers, the Administrative Agent, the Collateral Agent and the other Conduit Purchaser Secured Parties shall not have any obligation or liability under any such Transferred Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executedor the Collateral Agent Agreement or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent, (ii) Purchasers, the Collateral Agent or any Purchaser Secured Party of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser or the Agent, an Investor or a Bank Administrative Agent of any of its respective rights under this Agreement shall not release the Originator, Holding, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Transferred Receivables, all Related SecurityContracts or agreements. None of the Purchasers, the Transferred Agreements or any Interest Rate Hedges, (iii) the Administrative Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements Collateral Agent or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Conduit Purchaser Secured Parties shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of the Originator, Holding, the Seller or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. TheNone of the Purchasers and, the Purchaser Agents or the Administrative Agent and the other Conduit Purchaser Secured Parties shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executedor the Collateral Agent Agreement or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent, (ii) the Purchasers, or the Collateral Agent or any Conduit Purchaser Secured PartyAgents of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser, any Purchaser Agent or the Agent, an Investor or a Bank Administrative Agent of any of its respective rights under this Agreement shall not release the Originators, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related SecurityContracts or agreements. None of the Purchasers, the Transferred Agreements or any Interest Rate Hedges, (iii) the Administrative Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements Collateral Agent or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Conduit Purchaser Secured PartiesAgent shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of the Originators, the Seller or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. Neither the Purchasers nor the Agent shall have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executed, (ii) or the granting herein of a Lien thereon or the receipt by the Agent or any Purchaser of any payment relating thereto pursuant hereto. The exercise by any Purchaser or the Agent, an Investor or a Bank Agent of any of its respective rights under this Agreement shall not release any Originator, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related Security, Contracts or agreements. Neither the Transferred Agreements or any Interest Rate Hedges, (iii) Purchasers nor the Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Agent shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of any Originator, the Seller or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, Contract or agreement, or to present or file any claims, or WNC Receivables, the Related Security, the Transferred Agreements or any Interest Rate Hedges or LLC Receivables Purchase and Servicing Agreement to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Receivables, all Transferred Receivables and the Related Security, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. Neither the Purchaser nor the Administrative Agent shall have any obligation or liability under any such Receivables, the Related Security or agreements by reason of or arising out of this Agreement had not been executed, (ii) or the granting herein of a Lien thereon or the receipt by the Administrative Agent or the Purchaser of any payment relating thereto pursuant hereto. The exercise by the Agent, an Investor Purchaser or a Bank the Administrative Agent of any of its respective rights under this Agreement shall not release any Originator, the Seller or the any Servicer from any of their respective duties or obligations under the Pool A.M. castle & Co. et al. and Castle SPFD, LLc, Receivables Purchase and Servicing Agreement any such Receivables, all the Related SecuritySecurity or other agreements. Neither the Purchaser nor the Administrative Agent shall be required or obligated in any manner to perform or fulfill any of the obligations of any Originator, the Transferred Agreements Seller or any Interest Rate Hedges, (iii) the Agent, the Investors, the Banks, and the Custodian xxxxx not have Servicer under or pursuant to any obligation or liability under the Pool Receivablessuch Receivable, the Related Security, or other agreement, or to make any payment, or to make any inquiry as to the Transferred Agreements or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks shall be obligated to perform any of the obligations or duties of the Seller nature or the Servicer sufficiency of any payment received by it or the sufficiency of any performance by any party under the Pool Receivablesany such Receivable, the Related Security, the Transferred Agreements or other agreement, or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.

Seller Remains Liable. (a) Notwithstanding It is expressly agreed by the Seller that, anything in this Agreementherein to the contrary notwithstanding, (i) the Seller shall remain liable under any and all of the Pool Transferred Receivables, all Related Securitythe Contracts therefor, the Transferred Seller Assigned Agreements and any Interest Rate Hedges other agreements constituting the Seller Collateral to which it is a party to observe and to perform all of its duties the conditions and obligations thereunder to xxx xame extent as if be observed and performed by it thereunder. The Purchasers and the Administrative Agent and the other Conduit Purchaser Secured Parties shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement had not been executedor the Collateral Agent Agreement or the granting herein or therein of a Lien thereon or the receipt by the Administrative Agent, (ii) the Purchasers, the Collateral Agent or any Conduit Purchaser Secured Party of any payment relating thereto pursuant hereto or thereto. The exercise by any Purchaser or the Agent, an Investor or a Bank Administrative Agent of any of its respective rights under this Agreement shall not release the Originators, the Seller or the Servicer from any of their respective duties or obligations under the Pool any such Receivables, all Related SecurityContracts or agreements. None of the Purchasers, the Transferred Agreements or any Interest Rate Hedges, (iii) the Administrative Agent, the Investors, the Banks, and the Custodian xxxxx not have any obligation or liability under the Pool Receivables, the Related Security, the Transferred Agreements Collateral Agent or any Interest Rate Hedges by reason of this Agreement, and (iv) neither the Agent, the Cxxxxxxan, the Investors or Banks Conduit Purchaser Secured Parties shall be required or obligated in any manner to perform or fulfill any of the obligations or duties of the Originators, the Seller or the Servicer under or pursuant to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the Pool Receivablesnature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, the Related SecurityContract or agreement, the Transferred Agreements or to present or file any Interest Rate Hedges claims, or to take any action to collect or enforce any claim for paymxxx xxsigned under this Agreement. (b) The Seller shall not change its name, identity, performance or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller (or by the Agent on behalf of the Seller) in accordance with the terms hereof seriously misleading within the meaning of the UCC, unless the Seller shall have given the Agent at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. The Seller shall give the Agent at least 30 days prior written notice payment of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of amounts that may have been assigned to it or to which it may be entitled at any amendment of any previously filed financing time or continuation statement or of any new financing statement. The Seller shall at all times maintain its principal executive office within the United States of Americatimes.