Responsibilities of the Sellers. Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicers, the Originators or any Seller from any of their duties or obligations with respect to any Receivables or under the related Writings or Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Writings or Contracts, nor shall any of them be obligated to perform the obligations of any Seller.
Responsibilities of the Sellers. (a) Anything herein to the contrary notwithstanding, each 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 Administrative Agent, or any other Purchaser Party of their respective rights hereunder shall not relieve such Seller from such obligations, (ii) pay when due any material taxes, including any sales taxes, to the extent payable in connection with the Pool Receivables and their creation and satisfaction except to the extent that such taxes are being contested in good faith and appropriate reserves have been maintained in accordance with GAAP and (iii) timely file all material tax returns required to be filed by it with respect to the Pool Receivables. None of the Purchaser Parties shall have any obligation or liability with respect to any Support Assets, nor shall any of them be obligated to perform any of the obligations of any Seller, the Servicer or any Originator thereunder.
(b) Media LLC 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, Media LLC shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that Media LLC conducted such data-processing functions while it acted as the Servicer. In connection with any such processing functions, the Sellers shall, jointly and severally, pay to Media LLC its reasonable out-of-pocket costs and expenses from the Sellers’ own funds (subject to the priority of payments set forth in Section 4.01).
Responsibilities of the Sellers. Anything herein to the contrary notwithstanding:
Responsibilities of the Sellers. Notwithstanding anything herein to the contrary, (i) each Seller shall perform or cause to be performed all its obligations under the Policies related to the Purchased Receivables to the same extent as if such Purchased Receivables had not been transferred to the Company hereunder, (ii) the exercise by the Company of any of its rights hereunder shall not relieve any Seller of its obligations with respect to such Purchased Receivables and (iii) except as provided by law, the Company shall not have any obligation or liability with respect to any Purchased Receivables, nor shall the Company be obligated to perform any of the obligations or duties of any Seller thereunder.
Responsibilities of the Sellers. Anything herein to the contrary notwithstanding, each Seller shall (i) perform all of its obligations, if any, and cause each Originator to perform all of such Originator’s obligations, under the Contracts related to the Pool Receivables to the same extent as if the Purchased Assets had not been sold hereunder or, in the case of the Originators, under the Purchase and Sale Agreements, and the exercise by the Agent or the Purchaser of its rights hereunder shall not relieve any Seller or Originator from any such obligations and (ii) pay when due any Taxes payable by such Seller when due. The Agent and the Purchaser shall not have any obligation or liability with respect to any Pool Receivable, any Related Security or any related Contract, nor shall any of them be obligated to perform any of the obligations of any Seller, any Originator or any Servicer under any of the foregoing.
Responsibilities of the Sellers. Anything herein to the contrary notwithstanding:
(a) Each Seller shall perform its obligations under the Contracts related to the Seller Receivables to the same extent as if the Receivable Assets had not been sold and the exercise by the Buyer or the Agent of its rights hereunder or under the Receivables Purchase Agreement shall not release the Buyer’s Servicer or such Seller from any of its duties or obligations with respect to any Seller Receivables or under the related Contracts; and
(b) Neither the Buyer nor the Agent nor the Purchasers nor any other Indemnified Party shall have any obligation or liability with respect to any Seller Receivables or related Contracts, nor shall any of them be obligated to perform any of the obligations of any Seller thereunder.
Responsibilities of the Sellers. Anything herein to the contrary notwithstanding, each Seller hereby agrees:
(a) to perform all of its obligations hereunder and under the Contracts related to the Conveyed Assets and Related Assets to the same extent as if the Conveyed Assets had not been sold or contributed hereunder, and the exercise by Buyer or its designee or assignee of Buyer’s rights hereunder or in connection herewith shall not relieve such Seller from any of its obligations under the Related Contracts or Related Assets related to the Conveyed Assets; and
(b) to the extent that such Seller does not own the computer software that Seller uses to account for Conveyed Assets, such Seller shall use reasonable efforts to provide Buyer with such proprietary licenses, sublicenses and/or assignments of contracts as Buyer shall require with regard to all services and computer hardware or software used by such Seller that relate to the servicing of any Transferred Asset.
Responsibilities of the Sellers. Anything to the contrary herein notwithstanding:
(a) Each Seller shall perform its obligations under the Contracts of Sale related to each Purchased Debt sold by it to the same extent as if such Debt had not been sold, and the exercise by the Purchaser of its rights hereunder shall not release any Seller from any of its duties or obligations with respect to any such Debts or under the related Contracts of Sale; and
(b) The Purchaser shall not have any obligation or liability with respect to any Purchased Debt or any related Contract of Sale, nor shall it be obligated to perform the obligations of any Seller thereunder.
Responsibilities of the Sellers. Notwithstanding anything herein to the contrary, each Seller jointly and severally with the other Sellers hereby agrees with the Buyer and the Operating Agent that:
Responsibilities of the Sellers. Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Company may reasonably request in order to perfect, protect or more fully evidence the Company's ownership of the Transferred Receivables (and the Related Rights), or to enable the Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Company, each Seller will:
(a) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; and
(b) mark xxx summary master control data processing records with the legend set forth in Section 4.1(h). Each Seller hereby authorizes the Company or its designee to file one or more financing or continuation statements, and amendments thereto and assignment thereof, relative to all or any of the Transferred Receivables (and the Related Rights) now existing or hereafter sold or transferred by such Seller. If any Seller fails to perform any of its agreements or obligations under this Agreement, the Company or its designee may (but shall not be required to) itself, on behalf of such Seller, perform, or cause performance of, such agreement or obligation, and the expenses of the Company or its designee incurred in connection therewith shall be payable by such Seller as provided in Section 10.6.
