Common use of Responsibilities of the Seller Clause in Contracts

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder. (b) WESCO hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO conducted such data-processing functions while it acted as the Servicer.

Appears in 10 contracts

Samples: Receivables Purchase Agreement (Wesco International Inc), Receivables Purchase Agreement (Wesco International Inc), Receivables Purchase Agreement (Wesco International Inc)

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Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Neither the Administrator nor any Purchaser Agents or Agent nor any of the Purchasers Purchaser shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Peabody or the Originators any Originator thereunder. (b) WESCO Peabody hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Peabody shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Peabody conducted such data-processing functions while it acted as the Servicer.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay (or cause to be paid) when due any taxestaxes payable by the Seller, including any sales taxes payable by the Seller in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of and the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Seller or the Originators any Originator thereunder. (b) WESCO Lyondell Chemical hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Lyondell Chemical shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Lyondell Chemical conducted such data-processing functions while it acted as the Servicer.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxesTaxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer, WESCO Xxxxx or the Originators thereunder. (b) WESCO Xxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Xxxxx shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxx conducted such data-processing functions while it acted as the Servicer.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Kelly Services Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of and the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicerthe Transferor, WESCO ACI or the Originators any Originator thereunder. (b) WESCO Arch Sales hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Arch Sales shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Arch Sales conducted such data-processing functions while it acted as the Servicer.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO UGI or the Originators Originator thereunder. (b) WESCO UGI hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO UGI shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO UGI conducted such data-processing functions while it acted as the Servicer.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Ugi Corp /Pa/), Receivables Purchase Agreement (Ugi Corp /Pa/), Receivables Purchase Agreement (Ugi Corp /Pa/)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any material taxes, including any material sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer, WESCO or the Originators any Originator thereunder. (b) WESCO Xxxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Xxxxxx shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxxx conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Xxxxxx its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Triumph or the Originators thereunder. (b) WESCO Triumph hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Triumph shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Triumph conducted such data-processing functions while it acted as the Servicer.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Triumph Group Inc), Receivables Purchase Agreement (Triumph Group Inc), Receivables Purchase Agreement (Triumph Group Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO FleetCor, the Originators or the Sub-Originators thereunder. (b) WESCO FleetCor hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO FleetCor shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO FleetCor conducted such data-processing functions while it acted as the Servicer.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of and the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Seller or the Originators any Originator thereunder. (b) WESCO Xxxxx Corning Sales hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Xxxxx Corning Sales shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxx Corning Sales conducted such data-processing functions while it acted as the Servicer.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Owens Corning), Receivables Purchase Agreement (Owens Corning), Receivables Purchase Agreement (Owens Corning)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAgent, the Purchaser Agents or the Purchasers any other Investor Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxessales or analogous taxes that are required to be paid by it, including any sales or analogous taxes payable in connection with the Pool Receivables and their creation and satisfactionsatisfaction (not otherwise paid or settled), other than any sales or analogous taxes that are being contested in good faith by applicable proceedings and for which the Seller had maintained adequate reserves in accordance with GAAP. The Administrator, the Purchaser Agents or any None of the Purchasers Investor Parties shall not have any obligation or liability with respect to any Pool AssetSupport Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicerthe Transferor, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Audacy Operations hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Audacy Operations shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Audacy Operations conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Audacy Operations its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 3.01).

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxesTaxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer, WESCO VWR or the Originators thereunder. (b) WESCO VWR hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO VWR shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO VWR conducted such data-processing functions while it acted as the Servicer. In connection with any such data-processing functions, VWR shall be entitled to be reimbursed for its reasonable costs and expenses of the Seller.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Avantor, Inc.), Receivables Purchase Agreement (Avantor, Inc.), Receivables Purchase Agreement (VWR Funding, Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSupport Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Centric hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Centric shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Centric conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Centric its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 3.01).

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Centric Brands Inc.), Receivables Purchase Agreement (Centric Brands Inc.), Receivables Purchase Agreement (Centric Brands Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Worthington or the Originators thereunder. (b) WESCO Worthington hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Worthington shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Worthington conducted such data-processing functions while it acted as the Servicer.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Worthington Industries Inc), Receivables Purchase Agreement (Worthington Industries Inc), Receivables Purchase Agreement (Worthington Industries Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay (or cause to be paid) when due any taxestaxes payable by the Seller, including any sales taxes payable by the Seller in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of and the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Seller or the Originators any Originator thereunder. (b) WESCO Celanese International hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Celanese International shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Celanese International conducted such data-processing functions while it acted as the Servicer.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Celanese Corp), Receivables Purchase Agreement (Celanese Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Administrator or any Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Neither the Administrator nor any Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO CONSOL Energy or the Originators any Originator thereunder. (b) WESCO CONSOL Energy hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO CONSOL Energy shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO CONSOL Energy conducted such data-processing functions while it acted as the Servicer.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Consol Energy Inc), Receivables Purchase Agreement (Consol Energy Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxesTaxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer, WESCO Swift or the Originators thereunder. (b) WESCO Xxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Swift shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxx conducted such data-processing functions while it acted as the Servicer.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.), Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Royal or the Originators Originator thereunder. (b) WESCO Royal hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Royal shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Royal conducted such data-processing functions while it acted as the Servicer.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Royal Appliance Manufacturing Co), Receivables Purchase Agreement (Royal Appliance Manufacturing Co)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Cxxxxx Tire or the Originators thereunder. (b) WESCO Cxxxxx Tire hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Cxxxxx Tire shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Cxxxxx Tire conducted such data-processing functions while it acted as the Servicer.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Cooper Tire & Rubber Co), Receivables Purchase Agreement (Cooper Tire & Rubber Co)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO TransDigm or the Originators any Originator thereunder. (b) WESCO TransDigm hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO TransDigm shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO TransDigm conducted such data-processing functions while it acted as the Servicer.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (TransDigm Group INC), Receivables Purchase Agreement (TransDigm Group INC)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Master Servicer or the Originators any Originator thereunder. (b) WESCO Xxxxxx 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, WESCO Xxxxxx shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxxx conducted such data-processing functions while it acted as the Master Servicer. In connection with any such processing functions, the Seller shall pay to Xxxxxx its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Nabors Industries LTD), Receivables Purchase Agreement (Nabors Industries LTD)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Master Servicer or the Originators any Originator thereunder. (b) WESCO Nabors 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, WESCO Nabors shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Nabors conducted such data-processing functions while it acted as the Master Servicer. In connection with any such processing functions, the Seller shall pay to Nabors its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Nabors Industries LTD), Receivables Purchase Agreement (Nabors Industries LTD)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxesTaxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer, WESCO Swift or the Originators thereunder. (b) WESCO Swift hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Swift shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Swift conducted such data-processing functions while it acted as the Servicer.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.), Receivables Purchase Agreement (SWIFT TRANSPORTATION Co)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, in all material respects under the Contracts related to the the,Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction, except as otherwise permitted herein. The Administrator, the None ofthe Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Xxxxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Ashland shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Ashland conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Ashland its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ashland Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxesTaxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder. (b) WESCO VWR hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO VWR shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO VWR conducted such data-processing functions while it acted as the Servicer. In connection with any such data-processing functions, VWR shall be entitled to be reimbursed for its reasonable costs and expenses of the Seller.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Avantor, Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes taxes, payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Neither the 745381243 05109795751949792 05109795 Administrator nor any Purchaser Agents or Agent nor any of the Purchasers Purchaser shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Peabody or the Originators any Originator thereunder. (b) WESCO Peabody hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Peabody shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Peabody conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO KSI or the Originators Originator thereunder. (b) WESCO KSI hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO KSI shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO KSI conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kulicke & Soffa Industries Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Cxxxxx Tire or the Originators thereunder. (b) WESCO Cxxxxx Tire hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Cxxxxx Tire shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Cxxxxx Tire conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cooper Tire & Rubber Co)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of and the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Seller or the Originators any Originator thereunder. (b) WESCO Meritor hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Meritor shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Meritor conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Meritor Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: shall (directly or indirectly by causing the Originator to): (i) 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 Administrator, the Purchaser Agents Facility Agent or the Purchasers any Bank of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Facility Agent and the Purchaser Agents or any of the Purchasers Banks shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Weirton or the Originators Originator thereunder. (b) WESCO Weirton hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Weirton shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Weirton conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Participation Agreement (Weirton Steel Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO STI hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO STI shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO STI conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to STI its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Synchronoss Technologies Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales or stamp taxes or similar taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSupporting Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Labcorp hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Labcorp shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Labcorp conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Labcorp its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 3.01(a)).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Labcorp Holdings Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes taxes, payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Neither the Administrator nor any Purchaser Agents or Agent nor any of the Purchasers Purchaser shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Peabody or the Originators any Originator thereunder. (b) WESCO Peabody hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Peabody shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Peabody conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Greetings, AGSC, or the Originators thereunder. (b) WESCO Greetings hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act act, and shall cause any former or current Sub-Servicers to act, (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Greetings shall conduct conduct, and shall cause the former or current Sub-Servicers to conduct, the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Greetings conducted such data-data- processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (American Greetings Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxesTaxes, including any sales taxes sales, excise or personal property Taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Master Servicer or the Originators any Originator thereunder. (b) WESCO Ortho 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, WESCO Ortho shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Ortho conducted such data-processing functions while it acted as the Master Servicer. In connection with any such processing functions, the Seller shall pay to Ortho its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ortho Clinical Diagnostics Holdings PLC)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO JLG or the Originators an Originator thereunder. (b) WESCO JLG hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO JLG shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO JLG conducted such data-data- processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (JLG Industries Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Administrator or any Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Neither the Administrator nor any Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicerthe Transferor, WESCO ACI or the Originators any Originator thereunder. (b) WESCO Arch Sales hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Arch Sales shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Arch Sales conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Arch Coal Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrative Agent or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents Administrative Agent or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Amphenol Corporation or the Originators thereunder. (b) WESCO Amphenol Corporation hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Amphenol Corporation shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Amphenol Corporation conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Amphenol Corp /De/)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrative Agent or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents Administrative Agent or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Servicer or Axxxxxxxx hereunder or under any other Transaction Document or under the related Contracts or the Originators thereunderobligations of any Originator under the Sale Agreement or any other Transaction Document or under the related Contracts. (b) WESCO Axxxxxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Axxxxxxxx shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Axxxxxxxx conducted such data-processing functions while it acted as the Servicer; provided, that the reasonable costs and expenses of such data-processing functions shall be borne by the successor Servicer out of the Servicing Fee.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Armstrong World Industries Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Xxxxxx Tire or the Originators thereunder. (b) WESCO Xxxxxx Tire hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Xxxxxx Tire shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxxx Tire conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Omnibus Amendment to Purchase and Sale Agreement, Receivables Purchase Agreement, and Performance Guaranty (Cooper Tire & Rubber Co)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any material taxes, including any material sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer, WESCO the Pledgor, or the Originators any Originator thereunder. (b) WESCO Xxxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Xxxxxx shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxxx conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Xxxxxx its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Cloud Peak or the Originators any Originator thereunder. (b) WESCO Cloud Peak hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Cloud Peak shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Cloud Peak conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Cloud Peak its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 1.4).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cloud Peak Energy Resources LLC)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO First Brands or the Originators thereunder. (b) WESCO First Brands hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO First Brands shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO First Brands conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (First Brands Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to 751200428 16518096 any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO DXC hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO DXC shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO DXC conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to DXC its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 1 contract

Samples: Receivables Purchase Agreement (DXC Technology Co)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Master Servicer or the Originators any Originator thereunder. (b) WESCO Moog 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, WESCO Moog shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in 758444419 21691544 82 substantially the same way that WESCO Moog conducted such data-processing functions while it acted as the Master Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Moog Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Master Servicer or the Originators any Originator thereunder. (b) WESCO Moog 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, WESCO Moog shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Moog conducted such data-processing functions while it acted as the Master Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Moog Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Greetings, AGSC or the Originators thereunder. (b) WESCO Greetings hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act act, and shall cause any former or current Sub-Servicers to act, (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Greetings shall conduct conduct, and shall cause the former or current Sub-Servicers to conduct, the data-processing functions of the administration of the Pool Receivables and the Collections thereon in substantially the same way that WESCO Greetings conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (American Greetings Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or Wernxx xx the Originators Originator thereunder. (b) WESCO hereby Wernxx xxxeby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO shall Wernxx xxxll conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO conducted Wernxx xxxducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Werner Holding Co Inc /De/)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the any Transferor, Seller, Servicer, WESCO ANR or the Originators Originator thereunder. (b) WESCO ANR hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO ANR shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO ANR conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Alpha Natural Resources, Inc.)

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Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Servicer or Patriot hereunder or under any other Transaction Document or under the related Contracts or the Originators thereunderobligations of any Originator under the Sale Agreement or any other Transaction Document or the related Contracts. (b) WESCO Patriot hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Patriot shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Patriot conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patriot Coal CORP)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, in all material respects 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction, except as otherwise permitted herein. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Xxxxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Ashland shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Ashland conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Ashland its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ashland Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: shall (i) perform all of its obligations, if any, obligations under the Contracts related to the Pool Purchased Receivables to the same extent as if interests in such Pool Purchased Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective its rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including including, without limitation, any goods and services, excise or sales taxes arising, forming part of or payable in connection with the Pool Purchased Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool AssetPurchased Receivable, any Related Security or any related Contract, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or Seller under any of the Originators thereunderforegoing. (b) WESCO The Seller hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO the Seller shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO the Seller conducted such data-processing functions while it acted as the Servicer or Sub-Servicer, as applicable.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Stone Container Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO York or the Originators thereunder. (b) WESCO York hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO York shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO York conducted such data-processing functions while it acted as the Servicer and shall be entitled to recover from the Servicing Fee its reasonable costs and expenses incurred while acting as such data-processing agent of the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (York International Corp /De/)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxesTaxes, including any sales taxes Taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder.and (b) WESCO Rackspace hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Rackspace shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO it conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Rackspace its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 3.01(a)).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Rackspace Technology, Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxesTaxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSupporting Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Fortrea hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Fortrea shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Fortrea conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Fortrea its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 3.01(a)).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fortrea Holdings Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Administrator or any Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Neither the Administrator nor any Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Peabody or the Originators any Originator thereunder. (b) WESCO Peabody hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Peabody shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Peabody conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts or applicable Legal Requirements 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Servicer or the Originators Originator thereunder. (b) WESCO KU hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requestsrequests and at such Servicer's sole expense) as the data-processing agent of the Servicer and, in such capacity, WESCO KU shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO KU conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Louisville Gas & Electric Co /Ky/)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Peabody or the Originators any Originator thereunder. (b) WESCO Peabody hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Peabody shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Peabody conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to 127256974\V-8 any Pool AssetSupporting Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Vestis Services hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Vestis Services shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Vestis Services conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Vestis Services its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 3.01(a)).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Vestis Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO CB or the Originators thereunder. (b) WESCO CB hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO CB shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO CB conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cincinnati Bell Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Administrator or any Conduit Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Conduit Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO CONSOL Energy or the Originators any Originator thereunder. (b) WESCO CONSOL Energy hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO CONSOL Energy shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO CONSOL Energy conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Consol Energy Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Lesco or the Originators Originator thereunder. (b) WESCO Lesco hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Lesco shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Lesco conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Lesco Inc/Oh)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Moog or the Originators Originator thereunder. (b) WESCO Moog hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Moog shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Moog conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Moog Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxesTaxes, including any sales taxes Taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of and the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Seller or the Originators any Originator thereunder. (b) WESCO Xxxxx Corning Sales hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Xxxxx Corning Sales shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxx Corning Sales conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Owens Corning)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, in all material respects 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction, except as otherwise permitted herein. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Ashland hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Ashland shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Ashland conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Ashland its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ashland Global Holdings Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO FleetCor or the Originators thereunder. (b) WESCO FleetCor hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO FleetCor shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO FleetCor conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: shall (directly or indirectly by causing the applicable Originator to): (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Eagle Materials or the Originators any Originator thereunder. (b) WESCO Eagle Materials hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Eagle Materials shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Eagle Materials conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Eagle Materials Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO BPI or the Originators any Originator thereunder. (b) WESCO BPI hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO BPI shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO BPI conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Bearingpoint Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO CB or the Originators thereunder. (b) WESCO CB hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO CB shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO CB conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cincinnati Bell Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, in all material respects 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction, except as otherwise permitted herein. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Axxxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-data processing agent of the Servicer and, in such capacity, WESCO Ashland shall conduct the data-data processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Ashland conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Ashland its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 4.01).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ashland Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Administrator or any Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Neither the Administrator nor any Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Peabody or the Originators any Originator thereunder. (b) WESCO Peabody hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Peabody shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Peabody conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Peabody Energy Corp)

Responsibilities of the Seller. (a) Anything herein to the ------------------------------ contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO KCI or the Originators Originator thereunder. (b) WESCO KCI hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO KCI shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO KCI conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (KPMG Consulting Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrative Agent or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents Administrative Agent or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Servicer or Xxxxxxxxx hereunder or under any other Transaction Document or under the related Contracts or the Originators thereunderobligations of any Originator under the Sale Agreement or any other Transaction Document or under the related Contracts. (b) WESCO Xxxxxxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Xxxxxxxxx shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxxxxxx conducted such data-processing functions while it acted as the Servicer; provided, that the reasonable costs and expenses of such data-processing functions shall be borne by the successor Servicer out of the Servicing Fee.

Appears in 1 contract

Samples: Receivables Purchase Agreement and Purchase and Sale Agreement (Armstrong World Industries Inc)

Responsibilities of the Seller. (a) Anything herein to the ------------------------------ contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO IMCO or the Originators an Originator thereunder. (b) WESCO IMCO hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO IMCO shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO IMCO conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Imco Recycling Inc)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Administrator or any Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Neither the Administrator nor any Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Strategic Energy or the Originators any Originator thereunder. (b) WESCO Strategic Energy hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Strategic Energy shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Strategic Energy conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kansas City Power & Light Co)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Xxxxxxxxx or the Originators Originator thereunder. (b) WESCO Xxxxxxxxx hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Xxxxxxxxx shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxxxxxx conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Carpenter Technology Corp)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 740811803 17540157 the Administrator, the any Purchaser Agents Agent or the Purchasers any Purchaser of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The None of the Administrator, the Purchaser Agents or any of and the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Seller or the Originators any Originator thereunder. (b) WESCO Xxxxx Corning Sales hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Xxxxx Corning Sales shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Xxxxx Corning Sales conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Owens Corning)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO York or the Originators thereunder. (b) WESCO York hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO York shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO York conducted such data-processing functions while it acted as the Servicer and shall be entitled to recover from the Servicing Fee its reasonable costs and expenses incurred while acting as such data-processing agent of the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (York International Corp /De/)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) shall perform in all of material respects 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 AdministratorAdministrative Agent, the or any other Purchaser Agents or the Purchasers Party of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, None of the Purchaser Agents or any of the Purchasers Parties shall not have any obligation or liability with respect to any Pool AssetSupporting Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO the Servicer or the Originators any Originator thereunder. (b) WESCO Centuri Group hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Centuri Group shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Centuri Group conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Seller shall pay to Centuri Group its reasonable out-of-pocket costs and expenses from the Seller’s own funds (subject to the priority of payments set forth in Section 3.01(a)).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Centuri Holdings, Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO Presidio or the Originators thereunder. (b) WESCO Presidio hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO Presidio shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO Presidio conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Presidio, Inc.)

Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) 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 Administrator, the Purchaser Agents Administrator or the Purchasers Issuer of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, Administrator and the Purchaser Agents or any of the Purchasers Issuer shall not have any obligation or liability with respect to any Pool Asset, nor shall any either of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder. (b) WESCO hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO conducted such data-processing functions while it acted as the Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Wesco International Inc)

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