Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.
Responsibilities of Seller. Anything herein to the contrary notwithstanding:
Responsibilities of Seller. We will administer the Loans and the Note with the same degree of care as is customary generally for the administration of corporate loans in the New York financial market, provided that we will not be liable for any error of judgment, or for any action taken or omitted to be taken by us, except for our own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, we (a) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by us and shall not be liable for any action taken or omitted to be taken in good faith by us in accordance with the advice of such counsel, accountants or experts; (b) make no warranty or representation and shall not be responsible for any statements, warranties or representations (whether written or oral) made in or in connection with the Credit Agreement or any document relating thereto or for the financial condition of any Borrower; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Credit Agreement or any document relating thereto on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (d) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the Note or any document relating thereto; and (e) shall incur no liability under or in respect of the Credit Agreement, the Note or any such document by acting upon any notice, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by us to be genuine and signed or sent by the proper party or parties.
Responsibilities of Seller. Anything herein to the contrary notwithstanding:
(a) Seller shall perform all of its obligations under the Contracts related to the Pool Receivables and under the related purchase orders and other agreements to the same extent as if the Undivided Interest had not been sold hereunder and the exercise by the Administrative Agent of its rights hereunder shall not relieve Seller from such obligations.
(b) Neither the Administrative Agent nor any Purchaser shall have any obligation or liability with respect to any Pool Receivables, Contracts related thereto or any other related purchase orders or other agreements, nor shall any of them be obligated to perform any of the obligations of Seller thereunder.
(c) Seller hereby grants to Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of Seller all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by Seller or transmitted or received by any Purchaser (whether or not from Seller) in connection with any Pool Receivable.
Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by the Agent, on behalf of Blue Ridge, of the Agent's rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Agent and Blue Ridge shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller or any Originator thereunder.
Responsibilities of Seller. Anything herein to the contrary notwithstanding:
(a) Seller agrees to deliver directly to the Administrator (for NAFCO's account), within one Business Day after receipt thereof, any Collections that it receives, in the form so received, and agrees that all such Collections shall be deemed to be received in trust for NAFCO and shall be maintained and segregated separate and apart from all other funds and moneys of Seller until delivery of such Collections to the Administrator.
(b) Seller shall perform all of its obligations hereunder and under the Contracts related to the Receivables and Related Assets to the same extent as if such Receivables had not been sold hereunder, and the exercise by NAFCO or its designee or assignee of NAFCO's rights hereunder or in connection herewith shall not relieve Seller from any of its obligations under the Contracts or Related Assets related to the Receivables.
(c) Seller hereby grants to NAFCO an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by Seller or transmitted or received by NAFCO (whether or not from Seller) in connection with any Purchased Asset.
Responsibilities of Seller. Anything herein to the contrary notwithstanding:
(a) Seller agrees to deliver directly to the Servicer (for the Buyer's account), by the end of the then current four week accounting period of Seller, any Collections that it receives, in the form so received, and agrees that all Collections shall be deemed to be received in trust for the Buyer and shall be maintained and segregated separate and apart from all other funds and moneys of Seller until delivery of the Collections to the Servicer;
(b) Seller in its capacity as the Servicer, if instructed by Buyer, agrees to instruct all Obligors to cause all Collections to be sent to a post office box that is the subject of a Lock-Box Agreement; and
(c) Seller shall (i) perform all of its obligations hereunder and under the Contracts related to the Assigned Receivables and Related Rights to the same extent as if the Assigned Receivables and Related Rights had not been sold hereunder, and the exercise by the Buyer or its designee or assignee of the Buyer's rights hereunder or in connection herewith shall not relieve Seller from such obligations and (ii) pay when due any taxes, including, without limitation, any sales taxes payable in connection with the Assigned Receivables and their creation and satisfaction. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not have any obligation or liability with respect to any Assigned Receivable or Related Rights nor shall the Buyer be obligated to perform any of the obligations of Seller under any of the foregoing, other than a duty to cooperate with Seller in connection with the performance of its obligations under this Agreement.
Responsibilities of Seller. 4.1 Seller shall own the Generation Facility, at its sole risk and expense, in compliance with all applicable codes, laws, Electric Service Requirements, Rules, and Prudent Utility Practices. A person or entity acting on Seller’s behalf may operate and maintain the Generation Facility in compliance with all applicable codes, laws, Electric Service Requirements, Electric Service Rules, and Prudent Utility Practices. Meeting this requirement shall not relieve Seller of its obligations pursuant to the terms and conditions of this Agreement.
4.2 When Seller submits the signed Agreement to LADWP for execution, Seller shall also submit the following information:
4.2.1 Electrical plans including load schedules and single-line diagrams.
4.2.2 Plot and site development plans showing generator, disconnect, metering equipment locations and LADWP access to generator, disconnect and meter equipment locations.
Responsibilities of Seller. Seller shall: • collaborate with Purchaser in a spirit of trust and co-operation, • ensures that its staff will comply with any and all regulations and requirements made known to Seller concerning the conduct of its personnel at Purchaser’s premises, • have access to suitable test plans and associated equipment in order to provide the services defined in this agreement, • maintain knowledge of the hardware, software, and documentation applicable to or used in the Purchaser’s System, • cause as limited interference as reasonably possible to the Equipment and Purchaser’s existing System and the operation thereof when performing any Support Services, • inform Purchaser in advance whenever the performance of Support Services may or is likely to cause such interference in the Equipment or Purchaser’s existing System or the operation thereof, • inform Purchaser without undue delay in the event Seller is of the opinion that Purchaser has failed to fulfill any of Purchaser’s obligations under the Purchase Agreement or this Exhibit, • comply with Section 9 of this Exhibit whenever Seller makes remote access to the Equipment or any other hardware or software within Purchaser’s System, and • respect the confidentiality and privacy of the Purchaser’s information.
Responsibilities of Seller. (a) Anything herein to the contrary notwithstanding, Seller shall perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Purchaser Party of their respective rights hereunder shall not relieve Seller from such obligations. None of the Purchaser Parties shall have any obligation or liability with respect to any Sold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of Seller, the Master Servicer or the Originator thereunder.
(b) MSC hereby irrevocably agrees that if at any time it shall cease to be the Master Servicer hereunder, it shall act (if the then-current Master Servicer so requests) as the data-processing agent of the Master Servicer and, in such capacity, MSC shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that MSC conducted such data-processing functions while it acted as the Master Servicer.
