Common use of Responsibilities of the Sellers Clause in Contracts

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. (a) Anything herein to the contrary notwithstanding, each Seller shall: hereby agrees: (ia) to deliver directly to the Servicer (for Buyer's account), within two Business Days after receipt thereof, any Collections that it receives, in the form so received, and agrees that all such Collections shall be deemed to be received in trust for Buyer and shall be maintained and segregated separate and apart from all other funds and moneys of such Seller until delivery of such Collections to the Servicer, (b) to perform all of its obligations, if any, obligations hereunder and under the Contracts related to the Pool Receivables at least to the same extent as if interests in such Pool the Receivables had not been transferred sold hereunder, and the exercise by the Administrative Agent, Buyer or any other Purchaser Party its designee or assignee of their respective Buyer's rights hereunder or in connection herewith shall not relieve such Seller from such obligationsany of its obligations under the Contracts or Related Assets related to the Receivables, (c) that it hereby grants to Buyer an irrevocable power of attorney, (ii) pay when due any material taxeswith full power of substitution, including any sales taxescoupled with an interest, to take in the extent payable name of such Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Seller or transmitted or received by Buyer (whether or not from such Seller) in connection with the Pool Receivables and their creation and satisfaction except any Transferred Asset, and (d) to the extent that such taxes are being contested in good faith Seller does not own the computer software that such Seller uses to account for Receivables, such Seller shall provide Buyer, any Successor Servicer and appropriate reserves have been maintained in accordance the Trustee with GAAP such licenses, sublicenses and/or assignments of contracts as Buyer, such Successor Servicer or the Trustee shall require with regard to all services and (iii) timely file all material tax returns required to be filed computer hardware or software used by it with respect such Seller that relate to the Pool Receivables. None servicing of the Purchaser Parties shall have any obligation or liability with respect to any Support Specified 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. (a) Anything herein to the contrary notwithstanding, each Seller shall: hereby agrees: (ia) to deliver directly to the Servicer (for Buyer's account), within two Business Days after receipt thereof, any Collections that it receives, in the form so received, and agrees that all such Collections shall be deemed to be received in trust for Buyer and shall be maintained and segregated separate and apart from all other funds and moneys of such Seller until delivery of such Collections to the Servicer; provided, however, that until the Trust is terminated pursuant to Section 12.1 of the Pooling Agreement, Buyer hereby directs each Seller and each Seller hereby agrees, to make any delivery of Collections pursuant to this Section 7.2(a) directly to the Trustee by deposit to one of the Bank Accounts or the Master Collection Account, (b) to perform all of its obligations, if any, obligations hereunder and under the Contracts related to the Pool Receivables and Related Assets to the same extent as if interests in such Pool the Receivables had not been transferred sold hereunder, and the exercise by the Administrative Agent, Buyer or any other Purchaser Party its designee or assignee of their respective Buyer's rights hereunder or in connection herewith shall not relieve such Seller from such obligationsany of its obligations under the Contracts or Related Assets related to the Receivables, (c) that it hereby grants to Buyer an irrevocable power of attorney, (ii) pay when due any material taxeswith full power of substitution, including any sales taxescoupled with an interest, to take in the extent payable name of such Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Seller or transmitted or received by Buyer (whether or not from such Seller) in connection with the Pool Receivables and their creation and satisfaction except any Transferred Asset, and (d) to the extent that such taxes are being contested in good faith Seller does not own the computer software that such Seller uses to account for Receivables, such Seller shall provide Buyer and appropriate reserves have been maintained in accordance the Trustee with GAAP such licenses, sublicenses and/or assignments of contracts as Buyer or the Trustee shall require with regard to all services and (iii) timely file all material tax returns required to be filed computer hardware or software used by it with respect such Seller that relate to the Pool Receivables. None servicing of the Purchaser Parties shall have any obligation or liability with respect to any Support Specified 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. (a) Anything herein to the contrary notwithstanding, each : (a) Each Seller shall: shall (i) perform all of its obligations, if any, obligations under the Contracts related to the Pool Receivables sold by it hereunder to the same extent as if interests in such Pool Receivables had not been transferred hereunder, sold hereunder and the exercise by the Administrative Agent, Purchaser (or any other Purchaser Party of their its assignees) of its respective rights hereunder shall not relieve such Seller from such obligations, obligations and (ii) pay when due any material taxes, including excise taxes and/or surcharges relating to the origination and sale of the Receivables and the other Purchased Assets, except any sales such taxes, to the extent payable in connection with the Pool Receivables and their creation and satisfaction except to the extent that excise taxes and/or surcharges which such taxes are being contested Seller is contesting in good faith and by appropriate proceedings and in respect of which (x) such Seller has established adequate reserves have been maintained in accordance with GAAP on its books and records and (iiiy) timely file all material tax returns required to be filed by it with respect to the Pool Receivables. None no Adverse Claim on any of the Purchased Assets has resulted from the non-payment thereof. (b) Neither the Purchaser Parties nor any of its assignees shall have any obligation or liability with respect to any Support AssetsContract related to any Receivable, nor shall the Purchaser or any of them such assignee be obligated to perform any of the obligations of any Seller, the Servicer or any Originator applicable Seller thereunder. (bc) Media LLC hereby irrevocably agrees that if at any time Each Seller, to the extent it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) is then acting as the dataCollection Agent or a Sub-processing agent Collection Agent, may continue to hold for the benefit of (and in trust for) the Purchaser, the Agent, the Company and/or the Bank Investors, all Records that evidence or relate to such Seller's Receivables and other Purchased Assets conveyed to the Purchaser under this Agreement, and shall, upon the request of the Servicer andPurchaser, in such capacityany of its assignees (including the Agent) or the Collection Agent, Media LLC shall conduct deliver to 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 Purchaser, any such processing functionsassignee and/or the Collection Agent, the Sellers shallas directed, jointly and severally, pay to Media LLC its reasonable out-of-pocket costs and expenses from the Sellers’ own funds any or all such Records (subject to the priority of payments set forth in Section 4.01other than any such items held by any LEC at such time).

Responsibilities of the Sellers. (a) Anything herein to the ------------------------------- contrary notwithstanding, each Seller shall: hereby agrees: (ia) to deliver directly to Buyer, as soon as practicable following receipt thereof, any Collections, less any cash collections or other cash proceeds received with respect to indebtedness not constituting Purchased Receivables nor the Related Assets, and agrees that all such Collections shall be deemed to be received in trust for Buyer and shall be maintained and segregated separate and apart from all other funds and moneys of such Seller until delivery of such Collections to Buyer; (b) to perform all of its obligations, if any, obligations hereunder and under the Contracts related to the Pool Purchased Receivables and Related Assets to the same extent as if interests in such Pool the Purchased Receivables had not been transferred sold hereunder, and the exercise by the Administrative Agent, Buyer or any other Purchaser Party its designee or assignee of their respective 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 Receivables; (c) such obligationsSeller hereby grants to Buyer an irrevocable power of attorney, (ii) pay when due any material taxeswith full power of substitution, including any sales taxescoupled with an interest, to take in the extent payable name of such Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Seller or transmitted or received by Buyer (whether or not from such Seller) in connection with the Pool Receivables and their creation and satisfaction except any Specified Assets; and (d) to the extent that such taxes are being contested in good faith Seller does not own the computer software that Seller uses to account for Purchased Receivables, such Seller shall use reasonable efforts to provide Buyer with such licenses, sublicenses and/or assignments of contracts as Buyer shall require with regard to all services and appropriate reserves have been maintained in accordance with GAAP and (iii) timely file all material tax returns required to be filed computer hardware or software used by it with respect such Seller that relate 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 servicing of any Seller, the Servicer or any Originator thereunderTransferred Asset. (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. (a) Anything herein to the contrary notwithstanding, each : (a) Each Seller shall: , prior to the initial Purchase from such Seller, transfer to the Purchaser (ior its designee) legal and beneficial ownership of the collection accounts such Seller then maintains to receive Collections on the Receivables originated by such Seller which will be the subject of such Purchase (all of which accounts are identified on Schedule II), and furnish to the Purchaser (or is designee) a Lock-Box Agreement with respect to each such collection account, duly acknowledged by the bank holding each such collection account. Thereupon each such collection account shall, without further action, become a Lock-Box Account, and such Lock-Box Accounts thereafter shall be under the irrevocable and exclusive ownership and control of the Purchaser or its designee; (b) Each Seller shall perform all of its obligations, if any, obligations under the Contracts related to the Pool Transferred Receivables originated by such Seller to the same extent as if interests in such Pool Receivables Seller had not been transferred hereunder, sold or contributed Receivables hereunder and the exercise by the Administrative Agent, or any other Purchaser Party of their respective its 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 obligations or its obligations with respect to the Pool Receivables. None of the Transferred Receivables originated by such Seller; (c) The Purchaser Parties shall not have any obligation or liability with respect to any Support AssetsTransferred Receivables or related Contracts, nor shall any of them the Purchaser be obligated to perform any of the obligations of any Seller, the Servicer or any Originator Seller thereunder.; (bd) Media LLC hereby irrevocably agrees that if at any time it Each Seller shall cease to be cooperate with the relevant Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent in collecting amounts due from Obligors in respect of the Transferred Receivables; and (e) Each Seller hereby grants to Servicer andan irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of such capacitySeller all steps necessary or advisable to endorse, Media LLC shall conduct the data-processing functions negotiate or otherwise realize on any writing or other right of the administration of the Receivables and the Collections thereon any kind held or transmitted by such Seller or transmitted or received by Purchaser (whether or not from Seller) 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)Receivable.

Responsibilities of the Sellers. (a) Anything herein to the contrary notwithstanding, each Seller shall: hereby agrees: (ia) to deliver directly to the Initial Collection Agent (for Buyers account), within two Business Days after receipt and identification thereof, any Collections that it receives in the form so received, and agrees that all such Collections shall be deemed to be received in trust for Buyer and shall be maintained and segregated separate and apart from all other funds and moneys of such Seller until delivery of such Collections to the Initial Collection resent, (b) to perform all of its obligations, if any, obligations hereunder and under the Contracts contracts related to the Pool Receivables and Related Assets to the same extent as if interests in such Pool the Receivables had not been transferred sold hereunder, and the exercise by the Administrative Agent, Buyer or any other Purchaser Party its designee or assignee of their respective Buyer’s rights hereunder or in connection herewith shall not relieve such Seller from such obligations, (ii) pay when due any material taxes, including any sales taxes, of its obligations under the contracts or Related Assets related to the extent payable Receivables, (c) that it hereby grants Buyer an irrevocable power of attorney with full power of substitution, coupled with an interest to take in the name of such Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Seller or transmitted or received by Buyer (whether or not from such Seller) in connection with the Pool Receivables and their creation and satisfaction except any Specified Asset, and (d) to the extent that such taxes are being contested in good faith Seller does not own the computer software that such Seller uses to account for Receivables, such Seller shall provide Buyer, the Agent and appropriate reserves have been maintained in accordance the Purchaser Agents with GAAP such licenses, sublicenses and/or assignments of contracts as Buyer, the Agent or the Purchaser Agents shall require with regard to all services and (iii) timely file all material tax returns required to be filed computer hardware used by it with respect such Seller that relate to the Pool Receivables. None servicing of the Purchaser Parties shall have any obligation or liability with respect to any Support Specified 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. (a) Anything herein to the contrary notwithstanding, each Seller shall: hereby agrees: (ia) to deliver directly to the Initial Collection Agent (for Buyer's account), within two Business Days after receipt and identification thereof, any Collections that it receives, in the form so received, and agrees that all such Collections shall be deemed to be received in trust for Buyer and shall be maintained and segregated separate and apart from all other funds and moneys of such Seller until delivery of such Collections to the Initial Collection Agent, (b) to perform all of its obligations, if any, obligations hereunder and under the Contracts contracts related to the Pool Receivables and Related Assets to the same extent as if interests in such Pool the Receivables had not been transferred sold hereunder, and the exercise by the Administrative Agent, Buyer or any other Purchaser Party its designee or assignee of their respective Buyer's rights hereunder or in connection herewith shall not relieve such Seller from such obligationsany of its obligations under the contracts or Related Assets related to the Receivables, (c) that it hereby grants to Buyer an irrevocable power of attorney, (ii) pay when due any material taxeswith full power of substitution, including any sales taxescoupled with an interest, to take in the extent payable name of such Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Seller or transmitted or received by Buyer (whether or not from such Seller) in connection with the Pool Receivables and their creation and satisfaction except any Transferred Asset, and (d) to the extent that such taxes are being contested in good faith Seller does not own the computer software that such Seller uses to account for Receivables, such Seller shall provide Buyer and appropriate reserves have been maintained in accordance the Agent with GAAP such licenses, sublicenses and/or assignments of contracts as Buyer or the Agent shall require with regard to all services and (iii) timely file all material tax returns required to be filed computer hardware or software used by it with respect such Seller that relate to the Pool Receivables. None servicing of the Purchaser Parties shall have any obligation or liability with respect to any Support Specified 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. (a) Anything herein to the contrary notwithstanding, each Seller shall: hereby agrees: (ia) to deliver directly to the Servicer (for Buyer's account), within two Business Days after receipt thereof, any Collections that it receives, in the form so received, and agrees that all such Collections shall be deemed to be received in trust for Buyer and shall be maintained and segregated separate and apart from all other funds and moneys of such Seller until delivery of such Collections to the Servicer; PROVIDED, HOWEVER, that until the obligations of the Issuer under the Indenture are terminated pursuant to Section 12.1 thereof, Buyer hereby directs each Seller and each Seller hereby agrees, to make any delivery of Collections pursuant to this SECTION 7.2(a) directly to the Trustee by deposit to one of the Bank Accounts or the Master Collection Account, (b) to perform all of its obligations, if any, obligations hereunder and under the Contracts related to the Pool Receivables and Related Assets to the same extent as if interests in such Pool the Receivables had not been transferred sold hereunder, and the exercise by the Administrative Agent, Buyer or any other Purchaser Party its designee or assignee of their respective Buyer's rights hereunder or in connection herewith shall not relieve such Seller from such obligationsany of its obligations under the Contracts or Related Assets related to the Receivables, (c) that it hereby grants to Buyer an irrevocable power of attorney, (ii) pay when due any material taxeswith full power of substitution, including any sales taxescoupled with an interest, to take in the extent payable name of such Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Seller or transmitted or received by Buyer (whether or not from such Seller) in connection with any Transferred Asset, and (d) upon the Pool Receivables and their creation and satisfaction except occurrence of a Servicer Default, to the extent that such taxes are being contested in good faith Seller does not own the computer software that such Seller uses to account for Receivables, such Seller shall use its commercially reasonable best efforts to provide any substitute Servicer and appropriate reserves have been maintained in accordance the Trustee with GAAP such licenses, sublicenses and/or assignments of contracts as any substitute Servicer or the Trustee shall require with regard to all services and (iii) timely file all material tax returns required to be filed computer hardware or software used by it with respect such Seller that relate to the Pool Receivables. None servicing of the Purchaser Parties shall have any obligation or liability with respect to any Support Specified 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).