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 the Company’s right, title, and interest in, to, and under this Agreement, including, without limitation, all of 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 Certificateholders [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 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] [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.

Acknowledgment and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Company’s ACE's right, title, and interest in, to, and under this Agreement, including, without limitation, all of the Company’s ACE's right, title, and interest in and to the Receivables purchased pursuant to this Agreement, shall be assigned by the Company ACE to the Trustee for the benefit of the beneficiaries of the Trust, including the Certificateholders [and the Noteholders]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 the CompanyACE, due to a breach by the Company ACE of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Company ACE or any other event whatsoever, the Seller’s 's sole remedy shall be a claim against the Company ACE for money damages and, then only to the extent of funds received by the Company ACE pursuant to the [Pooling] [Sale] 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 the Company ACE hereunder which are to be paid by the Company ACE to the Trustee for the benefit of the Certificateholders [and the Noteholders] shall be paid by the Seller, on behalf of the CompanyACE, directly to the Trustee.

Acknowledgment and Agreement of the Seller. By execution below, the Seller expressly acknowledges and agrees that all of the Company’s [ ]'s right, title, and interest in, to, and under this Agreement, including, without limitation, all of the Company’s [ ]'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 Certificateholders [and the Noteholders]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 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] [Sale] 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 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.

Acknowledgment and Agreement of the Seller. By ------------------------------------------ execution below, the Seller expressly acknowledges and agrees that all of the Company’s ABSC's right, title, and interest in, to, and under this Agreement, including, without limitation, all of the Company’s ABSC's right, title, and interest in and to the Receivables purchased pursuant to this Agreement, shall be assigned by the Company ABSC to the Trustee for the benefit of the beneficiaries of the Trust, including the Certificateholders [and the Noteholders]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 the CompanyABSC, due to a breach by the Company ABSC of this Agreement or for any other reason, and notwithstanding the bankruptcy of the Company ABSC or any other event whatsoever, the Seller’s 's sole remedy shall be a claim against the Company ABSC for money damages and, then only to the extent of funds received by the Company ABSC pursuant to the [Pooling] [Sale] 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 the Company ABSC hereunder which are to be paid by the Company ABSC to the Trustee for the benefit of the Certificateholders [and the Noteholders] shall be paid by the Seller, on behalf of the CompanyABSC, directly to the Trustee.