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

Acknowledgment and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of [ ]'s right, title, and interest in, to, and under this Agreement, including, without limitation, all of [ ]'s right, title, and interest in and to the Receivables purchased pursuant to this Agreement, shall be assigned by [ ] to the Trustee 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 or setoff or defense which it may have against [ ], due to a breach by [ ] of this Agreement or for any other reason, and notwithstanding the bankruptcy of [ ] or any other event whatsoever, the Seller's sole remedy shall be a claim against [ ] for money damages and, then only to the extent of funds received by [ ] pursuant to the Pooling and Servicing Agreement, and in no event shall the Seller assert any claim on or any interest in the Receivables or any proceeds thereof or take any action which would reduce or delay receipt by Certificateholders of collections with respect to the Receivables. Additionally, the Seller agrees for the benefit of the Trustee that any amounts payable by the Seller to [ ] hereunder which are to be paid by [ ] to the Trustee for the benefit of the Certificateholders shall be paid by the Seller, on behalf of [ ], directly to the Trustee.

Acknowledgment and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of [ ]ACE's right, title, and interest in, to, and under this Agreement, including, without limitation, all of [ ]ACE's right, title, and interest in and to the Receivables purchased pursuant to this Agreement, shall be assigned by [ ] ACE to the Trustee 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 or setoff or defense which it may have against [ ]ACE, due to a breach by [ ] ACE of this Agreement or for any other reason, and notwithstanding the bankruptcy of [ ] ACE or any other event whatsoever, the Seller's sole remedy shall be a claim against [ ] ACE for money damages and, then only to the extent of funds received by [ ] ACE pursuant to the Pooling and Servicing Agreement, and in no event shall the Seller assert any claim on or any interest in the Receivables or any proceeds thereof or take any action which would reduce or delay receipt by Certificateholders of collections with respect to the Receivables. Additionally, the Seller agrees for the benefit of the Trustee that any amounts payable by the Seller to [ ] ACE hereunder which are to be paid by [ ] ACE to the Trustee for the benefit of the Certificateholders shall be paid by the Seller, on behalf of [ ]ACE, directly to the Trustee.

Acknowledgment and Agreement of the Seller. By ------------------------------------------ execution below, the Seller expressly acknowledges and agrees that all of [ ]ABSC's right, title, and interest in, to, and under this Agreement, including, without limitation, all of [ ]ABSC's right, title, and interest in and to the Receivables purchased pursuant to this Agreement, shall be assigned by [ ] ABSC to the Trustee 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 or setoff or defense which it may have against [ ]ABSC, due to a breach by [ ] ABSC of this Agreement or for any other reason, and notwithstanding the bankruptcy of [ ] ABSC or any other event whatsoever, the Seller's sole remedy shall be a claim against [ ] ABSC for money damages and, then only to the extent of funds received by [ ] ABSC pursuant to the Pooling and Servicing Agreement, and in no event shall the Seller assert any claim on or any interest in the Receivables or any proceeds thereof or take any action which would reduce or delay receipt by Certificateholders of collections with respect to the Receivables. Additionally, the Seller agrees for the benefit of the Trustee that any amounts payable by the Seller to [ ] ABSC hereunder which are to be paid by [ ] ABSC to the Trustee for the benefit of the Certificateholders shall be paid by the Seller, on behalf of [ ]ABSC, directly to the Trustee.

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