Common use of Regarding Liens and Interests Clause in Contracts

Regarding Liens and Interests. (a) The Indenture Trustee, as agent for and on behalf of the 2000-1 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (b) The Indenture Trustee, as agent for and on behalf of the 2002-1 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (c) The Indenture Trustee, as agent for and on behalf of the 2002-2 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (d) The Indenture Trustee, as agent for and on behalf of the 2003-1 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (e) The Indenture Trustee, as agent for and on behalf of the 2003-2 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (f) The Conduit Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Conduit Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (g) The Syndication Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Syndication Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (h) The Fairway Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets or Other Assets, including Remittances relating thereto; provided, however, that the Fairway Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (i) Each Securitization Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets a security interest in which has not been granted to it pursuant to its applicable Securitization Documents, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that each such Securitization Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (j) ACS shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets or the Fairway Assets, including Remittances relating thereto; provided, however, that ACS does not hereby disclaim its rights under Section 2(h) below. (k) Nothing herein shall be deemed to waive any rights of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent or any Securitization Agent in the event of any transfer or other disposition of 2000-1 Assets, 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Fairway Assets or the Securitization Assets, as the case may be, in violation of the agreements relating thereto or to preclude the exercise by the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent or any Securitization Agent of rights and remedies provided for under the applicable Credit Documents or Syndicated Loan Documents, including without limitation (and if and to the extent so provided therein or thereby) notification to customers directing payments be made to an account or lockbox other than the Lockbox Account or Lockbox, it being understood that this Agreement addresses only Remittances which are contained in or on deposit in the Lockbox or Lockbox Account. (l) In exercising any of its rights or remedies under the applicable Credit Documents or Syndicated Loan Documents with respect to any right, title and interest of the Borrower or the Originator as lessee, licensee or otherwise, in and to any computer hardware and software or related intellectual property, each of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent and each Securitization Agent agrees that it shall not take any action that would materially impair the rights or ability of the other party to use such property in connection with the transactions contemplated under the applicable Credit Documents or Syndicated Loan Documents. The parties acknowledge that such property may be necessary to or useful in the servicing, administration and collection of the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Fairway Assets and the Securitization Assets and agree to cooperate in good faith such that the respective interests of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent and any Securitization Agent therein and with respect thereto shall be protected and preserved.

Regarding Liens and Interests. (a) The Indenture Trustee, as agent for and on behalf of the 2000-1 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k1(j) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (b) The Indenture Trustee, as agent for and on behalf of the 2002-1 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k1(j) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (c) The Indenture Trustee, as agent for and on behalf of the 2002-2 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k1(j) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (d) The Indenture Trustee, as agent for and on behalf of the 2003-1 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k1(j) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (e) The Indenture Trustee, as agent for and on behalf of the 2003-2 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k1(j) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (f) The Conduit Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Conduit Agent does not hereby disclaim its rights under Section 1(k1(j) and 2(h2(g) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (g) The Syndication Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Syndication Agent does not hereby disclaim its rights under Section 1(k1(j) and 2(h2(g) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (h) The Fairway Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets or Other Assets, including Remittances relating thereto; provided, however, that the Fairway Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (i) Each Securitization Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets a security interest in which has not been granted to it pursuant to its applicable Securitization Documents, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that each such Securitization Agent does not hereby disclaim its rights under Section 1(k1(j) and 2(h2(g) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (ji) ACS shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, and the Securitization Assets, the Syndicated Loan Assets or the Fairway Assets, including Remittances relating thereto; provided, however, that ACS does not hereby disclaim its rights under Section 2(h2(g) below. (kj) Nothing herein shall be deemed to waive any rights of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent or any Securitization Agent in the event of any transfer or other disposition of 2000-1 Assets, 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Fairway Assets or the Securitization Assets, as the case may be, in violation of the agreements relating thereto or to preclude the exercise by the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Syndicated Agent or any Securitization Agent of rights and remedies provided for under the applicable Credit Documents or Syndicated Loan Documents, including without limitation (and if and to the extent so provided therein or thereby) notification to customers directing payments be made to an account or lockbox other than the Lockbox Account or Lockbox, it being understood that this Agreement addresses only Remittances which are contained in or on deposit in the Lockbox or Lockbox Account. (lk) In exercising any of its rights or remedies under the applicable Credit Documents or Syndicated Loan Documents with respect to any right, title and interest of the Borrower or the Originator as lessee, licensee or otherwise, in and to any computer hardware and software or related intellectual property, each of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent and each Securitization Agent agrees that it shall not take any action that would materially impair the rights or ability of the other party to use such property in connection with the transactions contemplated under the applicable Credit Documents or Syndicated Loan Documents. The parties acknowledge that such property may be necessary to or useful in the servicing, administration and collection of the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Fairway Assets and the Securitization Assets and agree to cooperate in good faith such that the respective interests of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent and any Securitization Agent therein and with respect thereto shall be protected and preserved.

Regarding Liens and Interests. (a) The Indenture Trustee, as agent for and on behalf of the 2000-1 Noteholders, Each Financing Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to any (i) Financing Assets in which a security interest has not been granted to it pursuant to its applicable Financing Documents, (ii) Other Assets and (iii) Remittances relating to either of the 2002-1 foregoing except to the extent such Remittances are commingled with Remittances of such Financing Agent’s Financing Assets which are pending distribution, and each Financing Agent claims an undivided interest in the contents of the Lockbox Accounts to the extent such Remittances deposited therein represent its Financing Assets, in each case subject in all respects to the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating theretoterms of this Agreement; provided, however, that the Indenture Trustee each such Financing Agent does not hereby disclaim its rights under Section 1(k1(d) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (b) The Indenture Trustee, as agent for and on behalf of the 2002-1 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (c) The Indenture Trustee, as agent for and on behalf of the 2002-2 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (d) The Indenture Trustee, as agent for and on behalf of the 2003-1 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f2(c) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox AccountAccounts, referred to in Section 3 below. (eb) The Indenture Trustee, as agent for and on behalf Each of the 2003-2 NoteholdersOriginator, the Original Servicer, the Lockbox Servicer and the Owner shall not have or assert, and hereby disclaims, any right, title or interest in or to any Financing Assets (except to the 2000-1 Assetsextent permitted pursuant to the related Financing Documents), the 2002-1 Assetsincluding, the 2002-2 Assetswithout limitation, the 2003-1 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including all Remittances relating thereto; provided, howeverexcept to the extent such Remittances are commingled with the Remittances representing Financing Assets which are pending distribution, that in which case the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security Originator claims an undivided interest in the contents of Fourth A&R Lockbox Admin. and Intercreditor 2 the Lockbox Account, referred Accounts solely to the extent such Remittances represent Other Assets and subject in Section 3 belowall respects to the terms of this Agreement. (f) The Conduit Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Conduit Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (g) The Syndication Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Syndication Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (h) The Fairway Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets or Other Assets, including Remittances relating thereto; provided, however, that the Fairway Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (i) Each Securitization Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets a security interest in which has not been granted to it pursuant to its applicable Securitization Documents, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that each such Securitization Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (j) ACS shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets or the Fairway Assets, including Remittances relating thereto; provided, however, that ACS does not hereby disclaim its rights under Section 2(h) below. (kc) Nothing herein shall be deemed to waive any rights of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent or any Securitization Financing Agent in the event of any transfer or other disposition of 2000-1 Assets, 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Fairway Assets or the Securitization Financing Assets, as the case may be, in violation of the agreements relating thereto or to preclude the exercise by the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent or any Securitization Financing Agent of rights and remedies provided for under the applicable Credit Financing Documents or Syndicated Loan Documentsrelated to the Remittances related to such Financing Agent, as applicable, including without limitation (and if and to the extent so provided therein or thereby) notification to customers of the Originator directing payments such customer’s Remittances be made to an account or lockbox other than the Lockbox Account Accounts or Lockbox, it being understood that this Agreement addresses only Remittances which are contained in or on deposit in the Lockbox or Lockbox AccountAccounts; provided that in no event shall any Financing Agent cause any Remittances in which another Financing Agent has an interest or which comprise part of the Other Assets to be remitted to an account other than the Lockbox Accounts without the prior written consent of each other Financing Agent that would be affected thereby and, in the case of Other Assets, the Originator, as applicable. (ld) In exercising any of its rights or remedies under the applicable Credit Documents or Syndicated Loan Documents Financing Documents, as applicable, with respect to any right, title and interest of the Borrower or the Originator as lessee, licensee or otherwise, in and to any computer hardware and software or related intellectual property, each of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent and each Securitization Agent Financing Agents agrees that it shall not take any action that would materially impair the rights or ability of the any other party to use such property in connection with the transactions contemplated under the applicable Credit Documents or Syndicated Loan Financing Documents, as applicable. The parties acknowledge that such property may be necessary to or useful in the servicing, administration and collection of all of the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Fairway Assets and the Securitization Financing Assets and agree to cooperate in good faith such that the respective interests of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent and any Securitization each Financing Agent therein and with respect thereto shall be protected and preserved.

Regarding Liens and Interests. (a) The Indenture Trustee, as agent for and on behalf of the 2000-1 Noteholders, No Securitization Agent shall not have or assert, and each Securitization Agent hereby disclaimsdisclaims and agrees not to assert, any right, title or interest in or to any Securitization Assets in which a security interest or ownership interest has not been granted to it pursuant to the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the related Securitization Assets, the Syndicated Loan Assets, the Fairway Assets Documents or in or to any Other Assets, including Other Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim no Securitization Agent disclaims its rights under Section 1(k1(c) and 2(for 2(c) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Concentration Account, referred to in Section 3 below. (b) The Indenture Trustee, as agent for and on behalf of Neither the 2002-1 Noteholders, Original Servicer nor the Originator shall not have or assert, and each hereby disclaimsdisclaims and agrees not to assert, any right, title or interest in or to the 2000-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the any Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (c) The Indenture Trustee, as agent for and on behalf of the 2002-2 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and the Lockbox Account, referred to in Section 3 below. (d) The Indenture Trustee, as agent for and on behalf of the 2003-1 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (e) The Indenture Trustee, as agent for and on behalf of the 2003-2 Noteholders, shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(k) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (f) The Conduit Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Securitization Assets, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Conduit Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (g) The Syndication Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that the Syndication Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (h) The Fairway Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets or Other Assets, including Remittances relating thereto; provided, however, that the Fairway Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (i) Each Securitization Agent shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets a security interest in which has not been granted to it pursuant to its applicable Securitization Documents, the Syndicated Loan Assets, the Fairway Assets or Other Assets, including Remittances relating thereto; provided, however, that each such Securitization Agent does not hereby disclaim its rights under Section 1(k) and 2(h) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Account, referred to in Section 3 below. (j) ACS shall not have or assert, and hereby disclaims, any right, title or interest in or to the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Securitization Assets, the Syndicated Loan Assets or the Fairway Assets, including Remittances relating thereto; provided, however, that ACS does not hereby disclaim its rights under Section 2(h) below. (k) Nothing herein shall be deemed to waive any rights of the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent or any Securitization Agent in the event of any transfer or other disposition of 2000-1 Assets, 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Fairway any Securitization Assets or the Securitization Assets, as the case may be, in violation of the agreements relating thereto or to preclude the exercise by the Indenture Trustee, the Conduit Agent, the Syndication Agent, the Fairway Agent or any Securitization Agent of rights and remedies provided for under the applicable Credit Securitization Documents or Syndicated Loan Documents, including without limitation (and if and to the extent so provided therein or thereby) notification to customers obligors related to the applicable Securitization Assets directing payments be made to an account or lockbox other than the Lockbox Concentration Account or Lockboxto a lockbox, it being understood that this Agreement addresses only Remittances which are contained in or on deposit in the Lockbox or Lockbox Concentration Account. (ld) In exercising any of its rights or remedies under the applicable Credit Documents or Syndicated Loan Securitization Documents with respect to any right, title and interest of the Borrower Original Servicer or the Originator as lessee, licensee or otherwise, otherwise in and to any computer hardware and software or related intellectual property, each of the Indenture Trustee, the Conduit Securitization Agent, the Syndication Agent, Original Servicer and the Fairway Agent and each Securitization Agent Originator agrees that it shall not take any action that would materially impair the rights or ability of the other party parties to use such property in connection with the transactions contemplated under the applicable Credit Securitization Documents or Syndicated Loan Documentsunder this Agreement or in connection with the ownership of the Other Assets by the Originator. The parties acknowledge that such property may be necessary to or useful in the servicing, administration and collection of the 2000-1 Assets, the 2002-1 Assets, the 2002-2 Assets, the 2003-1 Assets, the 2003-2 Assets, the Conduit Assets, the Syndicated Loan Assets, the Fairway Securitization Assets and the Securitization Other Assets and agree to cooperate in good faith such that the respective interests of the Indenture Trustee, the Conduit any Securitization Agent, the Syndication AgentOriginal Servicer and the Originator therein, the Fairway Agent and any Securitization Agent therein and with respect thereto thereto, shall be protected and preserved.