[Bank] Acknowledgment Sample Clauses
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[Bank] Acknowledgment. Bank acknowledges that Bank has received notice of Secured Party's security interest in the Special Deposit Account. Borrower has assigned to Secured Party all Funds in the Special Deposit Account, and Bank shall act as Secured Party's agent with respect to the receipt, processing, and application of the Funds. For so long as this Agreement remains in effect, Bank subordinates its rights of chargeback, setoff and/or banker's lien against the Special Deposit Account, provided, however, that nothing herein constitutes a subordination or waiver of, and Bank expressly reserves all of, its present and future rights (whether described as rights of setoff, banker's lien, chargeback or otherwise and whether available to Bank at law, in equity, under the California Commercial Code, under any other agreement between Bank and Borrower concerning the Special Deposit Account or otherwise) with respect to (a) Items (as defined in Section 6 of this Agreement) payable or endorsed to Borrower, to Secured Party, to both of them) deposited to the Special Deposit Account that are returned unpaid, whether for insufficient funds or for any other reason; (b) claims of breach of any of the warranties set forth in Sections 3416, 3417, 4207, 4208 or 4209 of the California Commercial Code; (c) overdrafts in the Special Deposit Account; (d) Bank's usual and customary charges for services rendered in connection with the Special Deposit Account; and )
(e) obligations and liabilities arising out of any cash management or deposit services provided by Bank or third party vendors in connection with the Special Deposit Account including, but not limited to, Automated Clearing House transactions ("ACH"). Secured Party acknowledges and agrees that its security interest in the Special Deposit Account is subordinate to the rights reserved by Bank in this paragraph.
[Bank] Acknowledgment. Notwithstanding anything to the contrary in this Agreement, [Bank] hereby
(a) acknowledges and agrees that the Counterparty has assigned all of its right, title and interest in, to and under this Agreement to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture and that in the event of an Indenture Default (as defined in the Indenture) the Indenture Trustee shall be entitled to exercise all rights and remedies of a secured party with respect to this Agreement; and
(b) agrees that, unless notified in writing by the Indenture Trustee of other payment instructions, any and all amounts payable by [Bank] to the Counterparty shall be paid to the Indenture Trustee.
[Bank] Acknowledgment. This Account Agreement ("Agreement") shall constitute written notice by Secured Party to Bank. Bank acknowledges and agrees that: (a) Bank has received Secured Party's notice of security interest in the Account; (b) Bank maintains the Account in Depositor's name at the banking office named above ("Banking Office"); (c) as of the date hereof, Bank does not have knowledge of a security interest in the Account claimed by any person other than Secured Party; and (d) prior to receipt of a Notice of Default (defined below) by Bank, Depositor shall have the exclusive right to instruct Bank with respect to matters relating to the withdrawal, operation and administration of, and investment and application of, funds on deposit in the Account. Subject to the provisions of Paragraph 11 hereof, for so long as this Agreement remains effective, Bank's rights of setoff/banker's lien against the funds in the Account are subordinate to Secured Party's security interests.
[Bank] Acknowledgment. This Deposit Account Agreement (“Agreement”) shall constitute written notice by Secured Party to Bank. Bank acknowledges and agrees that: (a) Bank has received Secured Party’s notice of security interest in the Deposit Account; (b) Bank maintains the Deposit Account solely in the name of Principal and Depositor at the banking office named above (“Banking Office”); (c) Bank is not required to obtain the consent from any other person or entity (“Person”) other than Principal and Depositor in order to enter into the Agreement; (d) as of the date hereof, Banking Office does not have knowledge of a security interest in the Deposit Account claimed by any Person other than Secured Party; and (e) prior to receipt of a Blocked Account Notice (defined below) by Bank, Principal and Depositor shall have the exclusive right to instruct Bank with respect to matters relating to the withdrawal, operation and administration of, and investment and application of, funds on deposit in the Deposit Account. Subject to the provisions of Paragraph 11 hereof, for so long as this Agreement remains effective, Bank’s rights of setoff/banker’s lien against the funds in the Deposit Account are subordinate to Secured Party’s security interests.