Common use of Acknowledgement and Agreement of the Seller Clause in Contracts

Acknowledgement and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Purchaser’s right, title, and interest in, to, and under this Agreement, including all of the Purchaser’s right, title, and interest in and to the Purchased Assets, may be assigned by the Purchaser to the Trustee, and the Seller consents to such assignment. The Seller further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against the Purchaser, due to a breach by the Purchaser of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser or any other event whatsoever, the Seller’s sole remedy shall be a claim against the Purchaser for money damages, and then only to the extent of funds available to the Purchaser, and in no event shall the Seller assert any claim on or any interest in the Purchased Assets or take any action which would reduce or delay receipt by the Trustee of Collections with respect to the Purchased Assets. Additionally, the Seller agrees that any amounts payable by the Seller to the Purchaser hereunder which are to be paid by the Purchaser to the Trustee or the Servicer shall be paid by the Seller directly to the Trustee or the Servicer, as applicable, as assignee of the Purchaser.

Acknowledgement and Agreement of the Seller. By execution below, the The Seller expressly ------------------------------------------- hereby acknowledges and agrees that all of the Purchaser’s right, title, and interest of the Purchaser in, to, and under this Agreement, including all of the Purchaser’s including, without limitation, right, title, and interest of the Purchaser in and to the Purchased Assets, may will be assigned by the Purchaser to the Trustee, and the Seller hereby consents to such assignment. The Seller hereby further agrees that that, to the fullest extent permitted by law, notwithstanding any claim, counterclaim, right of setoff or defense which it may have against the Purchaser, whether due to a breach by the Purchaser of under this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser or any other event whatsoever, the Seller’s 's sole remedy shall be a claim against the Purchaser for money damages, and then only to the extent of funds available to the Purchaser, and in no event shall the Seller assert any claim on or any interest in the Purchased Assets or take any action which would reduce or delay receipt by the Trustee of Collections with respect to the Purchased Assets. AdditionallyIn addition, the Seller hereby agrees that any amounts payable by the Seller to the Purchaser hereunder which are to be paid by the Purchaser to the Trustee or the Servicer under the Restated Agreement shall be paid by the Seller directly to the Trustee or the Servicer, as applicableassignee of the Purchaser, and that any list of Accounts or other communication to be delivered by the Seller to the Purchaser hereunder which is to be delivered by the Purchaser to the Trustee or the Servicer under the Restated Agreement shall also be delivered by the Seller directly to the Trustee or the Servicer, as assignee of the Purchaser.

Acknowledgement and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Purchaser’s 's right, title, and interest in, to, and under this Agreement, including including, without limitation, all of the Purchaser’s 's right, title, and interest in and to the Receivables and other Purchased AssetsAssets purchased pursuant to this Agreement, may shall be assigned by the Purchaser to the TrusteeTrust and by the Trust to the Indenture Trustee for the benefit of the holders of the Notes and other interests in the Trust, and the Seller consents to such assignment. The Seller further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against the Purchaser, due to a breach by the Purchaser of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser or any other event whatsoever, the Seller’s 's sole remedy shall be a claim against the Purchaser for money damagesdamages and, and then only to the extent of funds available received by the Purchaser pursuant to the PurchaserTransfer and Servicing Agreement, and in no event shall the Seller assert any claim on or any interest in the Receivables and other Purchased Assets or any proceeds thereof or take any action which would reduce or delay receipt by holders of the Trustee Notes of Collections collections with respect to the Receivables and other Purchased Assets. Additionally, the Seller agrees for the benefit of the Trust that any amounts payable by the Seller to the Purchaser hereunder which are to be paid by the Purchaser to the Trustee or for the Servicer benefit of the holders of the Notes shall be paid by the Seller Seller, on behalf of the Purchaser, directly to the Trustee or the Servicer, as applicable, as assignee of the PurchaserTrust.

Acknowledgement and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Purchaser’s 's right, title, and interest in, to, and under this Agreement, including including, without limitation, all of the Purchaser’s 's right, title, and interest in and to the Purchased AssetsReceivables purchased pursuant to this Agreement, may shall be assigned by the Purchaser to the TrusteeTrustee for the benefit of the beneficiaries of the Trust, including the Certificateholders, and the Seller consents to such assignment. The Seller further agrees that notwithstanding any claim, counterclaim, right of or setoff or defense which it may have against the Purchaser, due to a breach by the Purchaser of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser or any other event whatsoever, the Seller’s 's sole remedy shall be a claim against the Purchaser for money damagesdamages and, and then only to the extent of funds available received by the Purchaser pursuant to the PurchaserPooling and Servicing Agreement, and in no event shall the Seller assert any claim on or any interest in the Purchased Assets Receivables or any proceeds thereof or take any action which would reduce or delay receipt by the Trustee Certificateholders of Collections collections with respect to the Purchased AssetsReceivables. Additionally, the Seller agrees for the benefit of the Trustee that any amounts payable by the Seller to the Purchaser hereunder which are to be paid by the Purchaser to the Trustee or for the Servicer benefit of the Certificateholders shall be paid by the Seller on behalf of the Purchaser, directly to the Trustee or the Servicer, as applicable, as assignee of the PurchaserTrustee.

Acknowledgement and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Purchaser’s 's right, title, and interest in, to, and under this Agreement, including all of the Purchaser’s 's right, title, and interest in and to the Purchased AssetsReceivables purchased pursuant to this Agreement, may be assigned by the Purchaser to the TrusteeTrust, and a security interest therein may be granted by the Trust to the Indenture Trustee for the benefit of the beneficiaries of the Trust, including the Noteholders, and the Seller consents to such assignmentassignment and grant. The Seller further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against the Purchaser, due to a breach by the Purchaser of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser or any other event whatsoever, the Seller’s 's sole remedy shall be a claim against the Purchaser for money damages, and then only to the extent of funds available to the Purchaser, and in no event shall the Seller assert any claim on or any interest in the Purchased Assets Receivables or any proceeds thereof or take any action which would reduce or delay receipt by the Trustee Trust of Collections collections with respect to the Purchased AssetsReceivables. Additionally, the Seller agrees that any amounts payable by the Seller to the Purchaser hereunder which are to be paid by the Purchaser to the Indenture Trustee or the Servicer shall be paid by the Seller Seller, on behalf of the Purchaser, directly to the Trustee or the Servicer, as applicable, as assignee of the PurchaserIndenture Trustee.

Acknowledgement and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Purchaser’s right, title, and interest in, to, and under this Agreement, including including, without limitation, all of the Purchaser’s right, title, and interest in and to the Purchased AssetsReceivables purchased pursuant to this Agreement, may be assigned by the Purchaser to the TrusteeTrust, and may be assigned by the Trust to the Indenture Trustee for the benefit of the beneficiaries of the Trust, including the Noteholders, and the Seller consents to such assignmentassignments. The Seller further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against the Purchaser, due to a breach by the Purchaser of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser or any other event whatsoever, the Seller’s sole remedy shall be a claim against the Purchaser for money damages, and then only to the extent of funds available to the Purchaser, and in no event shall the Seller assert any claim on or any interest in the Purchased Assets Receivables or any proceeds thereof or take any action which would reduce or delay receipt by the Trustee Trust of Collections collections with respect to the Purchased AssetsReceivables. Additionally, the Seller agrees that any amounts payable by the Seller to the Purchaser hereunder which are to be paid by the Purchaser to the Trustee or the Servicer Trust shall be paid by the Seller Seller, on behalf of the Purchaser, directly to the Trustee or the Servicer, as applicable, as assignee of the PurchaserTrust.

Acknowledgement and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Purchaser’s RFC II's right, title, and interest in, to, and under this Agreement, including including, without limitation, all of the Purchaser’s RFC II's right, title, and interest in and to the Purchased AssetsAssets purchased pursuant to this Agreement, may shall be assigned by the Purchaser RFC II to the TrusteeTrustee for the benefit of the beneficiaries of the Trust, including the Certificateholders, and the Seller consents to such assignment. The Seller further agrees that notwithstanding any claim, counterclaim, right of or setoff or defense which it may have against the PurchaserRFC II, due to a breach by the Purchaser RFC II of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser RFC II or any other event whatsoever, the Seller’s 's sole remedy shall be a claim against the Purchaser RFC II for money damages, and then only to the extent of funds available to the Purchaser, and in no event shall the Seller assert any claim on or any interest in the Purchased Assets Credco Receivables or any proceeds thereof or take any action which would reduce or delay receipt by the Trustee Certificateholders of Collections collections with respect to the Purchased AssetsReceivables. Additionally, the Seller agrees for the benefit of the Trustee that any amounts payable by the Seller to the Purchaser RFC II hereunder which are to be paid by the Purchaser RFC II to the Trustee or for the Servicer benefit of the Certificateholders shall be paid by the Seller Seller, on behalf of RFC II, directly to the Trustee or the Servicer, as applicable, as assignee of the PurchaserTrustee.

Acknowledgement and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Purchaser’s right, title, and interest in, to, and under this Agreement, including all of the Purchaser’s right, title, and interest in and to the Purchased AssetsAssets purchased pursuant to this Agreement, may be assigned by the Purchaser to the TrusteeTrust, and a security interest therein may be granted by the Trust to the Indenture Trustee for the benefit of the beneficiaries of the Trust, including the Noteholders, and the Seller consents to such assignmentassignment and grant. The Seller further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against the Purchaser, due to a breach by the Purchaser of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser or any other event whatsoever, the Seller’s sole remedy shall be a claim against the Purchaser for money damages, and then only to the extent of funds available to the Purchaser, and in no event shall the Seller assert any claim on or any interest in the Purchased Assets Receivables or any proceeds thereof or take any action which would reduce or delay receipt by the Trustee Trust of Collections collections with respect to the Purchased AssetsReceivables. Additionally, the Seller agrees that any amounts payable by the Seller to the Purchaser hereunder which are to be paid by the Purchaser to the Indenture Trustee or the Servicer shall be paid by the Seller Seller, on behalf of the Purchaser, directly to the Trustee or the Servicer, as applicable, as assignee of the PurchaserIndenture Trustee.

Acknowledgement and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Purchaser’s 's right, title, and interest in, to, and under this Agreement, including all of the Purchaser’s 's right, title, and interest in and to the Purchased AssetsTransferred Receivables purchased pursuant to this Agreement, may be assigned by the Purchaser to the TrusteeTrust, and a security interest therein may be granted by the Trust to the Indenture Trustee for the benefit of the beneficiaries of the Trust, including the Noteholders, and the Seller consents to such assignmentassignment and grant. The Seller further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against the Purchaser, due to a breach by the Purchaser of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Purchaser or any other event whatsoever, the Seller’s 's sole remedy shall be a claim against the Purchaser for money damages, and then only to the extent of funds available to the Purchaser, and in no event shall the Seller assert any claim on or any interest in the Purchased Assets Transferred Receivables or any proceeds thereof or take any action which would reduce or delay receipt by the Trustee Trust of Collections collections with respect to the Purchased AssetsReceivables. Additionally, the Seller agrees that any amounts payable by the Seller to the Purchaser hereunder which are to be paid by the Purchaser to the Indenture Trustee or the Servicer shall be paid by the Seller Seller, on behalf of the Purchaser, directly to the Trustee or the Servicer, as applicable, as assignee of the PurchaserIndenture Trustee.