Acknowledgment of Lien/Offset Rights. Agent hereby acknowledges and agrees with respect to the Accounts that (a) the Accounts shall be held by Agent in the names set forth herein, (b) all funds held in the Accounts shall be held for the benefit of Lender, (c) the Borrowers have granted to Lender a first priority security interest in the Collateral, (d) Agent shall not disburse any funds from the Accounts except as provided herein, and (e) Agent shall invest and reinvest any balance of the Accounts in Permitted Investments in accordance with Section 2.5 hereof. Agent hereby waives any right of offset, banker's lien or similar rights against, or any assignment, security interest or other interest in, the Collateral.
Acknowledgment of Lien/Offset Rights. The Indenture Trustee hereby acknowledges and agrees with respect to the Accounts that (a) all funds held in the Accounts shall be held for the benefit of the Indenture Trustee as secured party, (b) the Obligors have granted to the Indenture Trustee, on behalf of the Note Owners (and the Servicer and the Manager, to the extent of the amounts owing to the Servicer and the Manager under the Transaction Documents), a first priority security interest in the Account Collateral, (c) the Indenture Trustee shall not disburse any funds from the Accounts except as provided herein and in the Indenture and (d) the Indenture Trustee shall invest and reinvest any balance of the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account or the Reserve Accounts in Permitted Investments as directed in accordance with Section 2.04. The Indenture Trustee hereby waives any right of offset, banker’s lien or similar rights against, or any assignment, security interest or other interest in, the Account Collateral, except as set forth in the Indenture. Notwithstanding anything in this Section 6.04, the Indenture Trustee may, from time to time, make withdrawals from the Collection Account pursuant to Section 3.03 of the Indenture.
Acknowledgment of Lien/Offset Rights. The Indenture Trustee hereby acknowledges and agrees with respect to the Securities Accounts that (a) the Securities Accounts shall be in the name of the Indenture Trustee, (b) all funds held in the Accounts shall be held for the benefit of the Indenture Trustee as secured party, (c) the Issuers have granted to the Indenture Trustee, on behalf of the Secured Parties, a first priority security interest in the Collateral, (d) the Indenture Trustee shall not disburse any funds from the Accounts except as provided herein and in the Indenture, and (e) the Indenture Trustee shall invest and reinvest any balance of the Securities Accounts in Permitted Investments in accordance with Section 2.5 hereof.
Acknowledgment of Lien/Offset Rights. Agent hereby acknowledges and agrees that (a) the Agent Accounts shall be held by Agent in the name of Lessor, (b) Lessee and Operator have granted to Lessor a first priority security interest in the Collateral, (c) Agent shall not disburse any funds from the Accounts except as provided herein, and (d) Agent shall invest and reinvest any balance of the Agent Accounts in Permitted Investments. Agent hereby waives any right of offset, banker's lien or similar rights against, or any assignment, security interest or other interest in, the Collateral.
Acknowledgment of Lien/Offset Rights. Agent hereby ------------------------------------ acknowledges and agrees that (a) the Accounts shall be held by Agent in the name of Lender, (b) all funds held in the Accounts shall be held for the benefit of Lender, (c) Borrower has granted to Lender a first priority security interest in the Collateral, (d) Agent shall not disburse any funds from the Accounts except as provided herein, and (e) Agent shall invest and reinvest any balance of the Accounts in Permitted Investments in accordance with Section 2.5 hereof. Agent hereby waives any right of offset, banker's lien or similar rights against, or any assignment, security interest or other interest in, the Collateral.
Acknowledgment of Lien/Offset Rights. Cash Management Agent hereby acknowledges and agrees that (a) the IMH Collection Account shall be held by Cash Management Agent in the name of Agent, (b) all funds held in the IMH Collection Account shall be held for the benefit of Agent, (c) Borrower has granted to Agent a first priority security interest in the Collateral, (d) Cash Management Agent shall not disburse any funds from the IMH Collection Account except as provided herein, and (e) Cash Management Agent shall invest and reinvest any balance of the IMH Collection Account as directed by Agent or Borrower pursuant to the terms of this Agreement. Cash Management Agent hereby waives any right of offset, banker’s lien or similar rights against, or any assignment of, or security interest or other interest in, the Collateral, except that Cash Management Agent may set off against the IMH Collection Account for its reasonable and customary fees and charges relating to this Agreement or the services provided hereunder (“Charges”) and for the face amount of checks (“Items”) deposited in the IMH Collection Account which are returned unpaid for any reason. In the event that there are insufficient funds in the IMH Collection Account to reimburse Cash Management Agent for any Charges or Items, Borrower shall reimburse Cash Management Agent within two (2) Business Days of demand. ARTICLE VII REMEDIES LEGAL_US_E # 92369237.14 Exhibit T3C-3
Acknowledgment of Lien/Offset Rights. Bank hereby acknowledges and agrees with respect to the Securities Accounts that (a) the Securities Accounts shall be held by Bank in the name of Trustee, (b) all funds held in the Securities Accounts shall be held for the benefit of Trustee as secured party, (c) CCL and the Guarantors have granted to Trustee a first priority security interest in the Collateral, (d) Bank shall not disburse any funds from the Securities Accounts except as provided herein, and (e) Bank shall invest and reinvest any balance of the Securities Accounts in Permitted Investments in accordance with Section 2.5 hereof.
Acknowledgment of Lien/Offset Rights. Deposit Bank hereby acknowledges and agrees that (a) the Accounts shall be held by Deposit Bank exclusively in the name of Agent as customer, (b) all funds held in the Accounts shall be held for the benefit of Lender, (c) the Borrowers have granted to Agent for the ratable benefit of the Lenders a first priority security interest in the Collateral, (d) Deposit Bank shall not disburse any funds from the Accounts except as provided herein, and (e) Deposit Bank hereby waives any right of offset, banker's lien or similar rights against, any assignment in favor of Deposit Bank of, or security or other interest in, the Collateral. Notwithstanding the foregoing, the Deposit Bank may debit the Accounts for the Deposit Bank's fees and charges applicable to the Accounts and for any items deposited in the Accounts that are subsequently returned unpaid. If there are not sufficient available and collected funds in the Accounts to cover such fees and charges and returned deposited items, the Deposit Bank shall give written notice thereof to Borrower, with a copy to Agent, and the Borrowers shall pay the Deposit Bank the full amount of such unpaid fees and charges and returned items.
Acknowledgment of Lien/Offset Rights. Bank hereby acknowledges and agrees that (a) the Accounts shall be held by Bank in the name of Administrative Agent, (b) all funds held in the Accounts shall be held for the benefit of Administrative Agent, (c) Borrower has granted to Administrative Agent a first priority security interest in the Collateral, (d) Bank shall not disburse any funds from the Accounts except as provided herein, and (e) Bank shall invest and reinvest any balance of the Accounts in Eligible Accounts having maturities of no longer than thirty (30) days as Borrower shall so direct (so long as no Shifting Control Notice is in effect) as provided herein. Bank hereby waives any right of offset, banker’s lien or similar rights against, or any assignment of, or security interest or other interest in, the Collateral, except that Bank may charge or set off against the Accounts for (i) items deposited to the Accounts and returned unpaid, whether for insufficient funds or for any other reason, and without regard to the timeliness of such returns or the occurrence or timeliness of any drawee’s notice of non-payment of such items; (ii) ACH entries initiated from the Accounts for which Bank is obligated; (iii) ACH entries credited to the Accounts and later reversed, whether for insufficient funds or for any other reason, and without regard to the timeliness of such entries’ reversal; (iv) claims of breach of transfer or presentment warranties under the UCC, made against Bank in connection with items deposited to the Account; (v) chargebacks to the Accounts of credit card transactions; (vi) erroneous entries to the Accounts; (vii) any item charged to the Accounts based on Bank’s obligation to indemnify a third party for a banking service to which such Account is tied; and (viii) Bank’s usual and customary charges for services rendered in connection with the Accounts and other banking services (“Account Fees”). Subsections (i) through (vii) of this paragraph are hereinafter referred to collectively as “Returned Items.” If there are insufficient collected funds in the Accounts to cover the amount of any returned check or other adjustment or correction to be debited thereto, Borrower shall repay Bank the amount of such debit immediately on demand. If Borrower fails to so repay Bank, then Administrative Agent shall repay Bank for such debit immediately upon demand to the extent that Administrative Agent received the proceeds of the check or other deposit to which the debit relates.
Acknowledgment of Lien/Offset Rights. The Indenture Trustee hereby acknowledges and agrees with respect to the Accounts that (a) the Collection Account and the Sub-Accounts shall be in the name of the Indenture Trustee, (b) all funds held in the Accounts shall be held for the benefit of the Indenture Trustee as secured party, (c) the Issuers have granted to the Indenture Trustee, on behalf of the Note Owners, a first priority security interest in the Collateral, (d) the Indenture Trustee shall not disburse any funds from the Accounts except as provided herein and in the Indenture, and (e) the Indenture Trustee shall invest and reinvest any balance of the Collection Account or Sub-Accounts in Permitted Investments in accordance with Section 2.05 hereof. The Indenture Trustee hereby waives any right of offset, banker’s lien or similar rights against, or any assignment, security interest or other interest in, the Collateral.
