Common use of Regarding Liens and Interests Clause in Contracts

Regarding Liens and Interests. (a) 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 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 terms of this Agreement; provided, however, that each such Financing Agent does not hereby disclaim its rights under Section 1(d) and 2(c) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox Accounts, referred to in Section 3 below. (b) Each of the Originator, 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 extent permitted pursuant to the related Financing Documents), including, without limitation, all Remittances relating thereto, except to the extent such Remittances are commingled with the Remittances representing Financing Assets which are pending distribution, in which case the Originator claims an undivided interest in the contents of Fourth A&R Lockbox Admin. and Intercreditor 2 the Lockbox Accounts solely to the extent such Remittances represent Other Assets and subject in all respects to the terms of this Agreement. (c) Nothing herein shall be deemed to waive any rights of any Financing Agent in the event of any transfer or other disposition of Financing Assets, as the case may be, in violation of the agreements relating thereto or to preclude the exercise by any Financing Agent of rights and remedies provided for under the Financing Documents related 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 such customer’s Remittances be made to an account or lockbox other than the Lockbox Accounts or Lockbox, it being understood that this Agreement addresses only Remittances which are contained in or on deposit in the Lockbox or Lockbox Accounts; 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. (d) In exercising any of its rights or remedies under the Financing Documents, as applicable, with respect to any right, title and interest of the Originator as lessee, licensee or otherwise, in and to any computer hardware and software or related intellectual property, each of the Financing Agents agrees that it shall not take any action that would materially impair the rights or ability of any other party to use such property in connection with the transactions contemplated under the 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 Financing Assets and agree to cooperate in good faith such that the respective interests of each Financing Agent therein and with respect thereto shall be protected and preserved.

Regarding Liens and Interests. (a) Each Financing Agent 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 any (i) Financing 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 in which a security interest has not been granted to it pursuant to its applicable Financing Documentsor Other Assets, (ii) Other Assets and (iii) including Remittances relating to either of the 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 terms of this Agreementthereto; provided, however, that each such Financing Agent the Indenture Trustee does not hereby disclaim its rights under Section 1(d1(k) and 2(c2(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 AccountsAccount, referred to in Section 3 below. (be) Each The Indenture Trustee, as agent for and on behalf of the Originator2003-2 Noteholders, 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 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 (except to the extent permitted pursuant to the related Financing Documents)or Other Assets, including, without limitation, all including Remittances relating thereto; provided, except to however, that the extent such Remittances are commingled with 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 Remittances representing Financing Assets which are pending distribution, in which case the Originator claims an undivided security interest in the contents of Fourth A&R Lockbox Admin. and Intercreditor 2 the Lockbox Accounts solely Account, referred to the extent such Remittances represent Other Assets and subject in all respects to the terms of this AgreementSection 3 below. (cf) 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 Financing Securitization Agent in the event of any transfer or other disposition of Financing 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 Financing Securitization Agent of rights and remedies provided for under the Financing applicable Credit Documents related to the Remittances related to such Financing Agent, as applicableor Syndicated Loan Documents, including without limitation (and if and to the extent so provided therein or thereby) notification to customers of the Originator directing such customer’s Remittances payments be made to an account or lockbox other than the Lockbox Accounts Account or Lockbox, it being understood that this Agreement addresses only Remittances which are contained in or on deposit in the Lockbox or Lockbox Accounts; 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 applicableAccount. (dl) In exercising any of its rights or remedies under the Financing Documents, as applicable, 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 Financing Agents 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 any the other party to use such property in connection with the transactions contemplated under the Financing applicable Credit Documents or Syndicated Loan 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 Financing 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 each Financing 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) Each Financing 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 (i) Financing Securitization Assets in which a security interest or ownership interest has not been granted to it pursuant to its applicable Financing Documentsthe related Securitization Documents or in or to any Other Assets, (ii) including Other Assets and (iii) Remittances relating to either of the 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 terms of this Agreementthereto; provided, however, that each such Financing no Securitization Agent does not hereby disclaim disclaims its rights under Section 1(d1(c) and or 2(c) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox AccountsConcentration Account, referred to in Section 3 below. (b) Each of the Originator, Neither the Original Servicer, Servicer nor the Lockbox Servicer and the Owner Originator shall not have or assert, and each hereby disclaimsdisclaims and agrees not to assert, any right, title or interest in or to any Financing Assets (except to the extent permitted pursuant to the related Financing Documents)Securitization Assets, including, without limitation, all including Remittances relating thereto, except to the extent such Remittances are commingled with the Remittances representing Financing Assets which are pending distribution, in which case the Originator claims an undivided interest in the contents of Fourth A&R Lockbox Admin. and Intercreditor 2 the Lockbox Accounts solely to the extent such Remittances represent Other Assets and subject in all respects to the terms of this Agreement. (c) Nothing herein shall be deemed to waive any rights of any Financing Securitization Agent in the event of any transfer or other disposition of Financing Assets, as the case may be, any Securitization Assets in violation of the agreements relating thereto or to preclude the exercise by any Financing Securitization Agent of rights and remedies provided for under the Financing Securitization Documents related 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 obligors related to the Originator applicable Securitization Assets directing such customer’s Remittances payments be made to an account or lockbox other than the Lockbox Accounts 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 Accounts; 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 applicableConcentration Account. (d) In exercising any of its rights or remedies under the Financing Documents, as applicable, Securitization Documents with respect to any right, title and interest of the 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 Securitization Agent, the Financing Agents Original Servicer and the Originator agrees that it shall not take any action that would materially impair the rights or ability of any the other party parties to use such property in connection with the transactions contemplated under the Financing Documents, as applicableSecuritization Documents or under 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 all of the Financing Securitization Assets and the Other Assets and agree to cooperate in good faith such that the respective interests of each Financing Agent therein any Securitization Agent, the Original Servicer and the Originator therein, and with respect thereto thereto, shall be protected and preserved.

Regarding Liens and Interests. (a) Each Financing Agent 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 any (i) Financing 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 in which a security interest has not been granted to it pursuant to its applicable Financing Documentsor Other Assets, (ii) Other Assets and (iii) including Remittances relating to either of the 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 terms of this Agreementthereto; provided, however, that each such Financing Agent the Indenture Trustee does not hereby disclaim its rights under Section 1(d1(j) and 2(c2(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 or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(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 or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(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 or Other Assets, including Remittances relating thereto; provided, however, that the Indenture Trustee does not hereby disclaim its rights under Section 1(j) and 2(f) below, or any rights it may have as a beneficiary of the security interest in the Lockbox and Lockbox AccountsAccount, referred to in Section 3 below. (be) Each The Indenture Trustee, as agent for and on behalf of the Originator2003-2 Noteholders, 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 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 (except to the extent permitted pursuant to the related Financing Documents)or Other Assets, including, without limitation, all including Remittances relating thereto; provided, except to however, that the extent such Remittances are commingled with Indenture Trustee does not hereby disclaim its rights under Section 1(j) and 2(f) below, or any rights it may have as a beneficiary of the Remittances representing Financing Assets which are pending distribution, in which case the Originator claims an undivided security interest in the contents of Fourth A&R Lockbox Admin. and Intercreditor 2 the Lockbox Accounts solely Account, referred to the extent such Remittances represent Other Assets and subject in all respects to the terms of this AgreementSection 3 below. (cf) 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 or Other Assets, including Remittances relating thereto; provided, however, that the Conduit Agent does not hereby disclaim its rights under Section 1(j) and 2(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 or Other Assets, including Remittances relating thereto; provided, however, that the Syndication Agent does not hereby disclaim its rights under Section 1(j) and 2(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) 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 or Other Assets, including Remittances relating thereto; provided, however, that each such Securitization Agent does not hereby disclaim its rights under Section 1(j) and 2(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. (i) 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, including Remittances relating thereto; provided, however, that ACS does not hereby disclaim its rights under Section 2(g) below. (j) Nothing herein shall be deemed to waive any rights of the Indenture Trustee, the Conduit Agent, the Syndication Agent or any Financing Securitization Agent in the event of any transfer or other disposition of Financing 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 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 Syndicated Agent or any Financing Securitization Agent of rights and remedies provided for under the Financing applicable Credit Documents related to the Remittances related to such Financing Agent, as applicableor Syndicated Loan Documents, including without limitation (and if and to the extent so provided therein or thereby) notification to customers of the Originator directing such customer’s Remittances payments be made to an account or lockbox other than the Lockbox Accounts Account or Lockbox, it being understood that this Agreement addresses only Remittances which are contained in or on deposit in the Lockbox or Lockbox Accounts; 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 applicableAccount. (dk) In exercising any of its rights or remedies under the Financing Documents, as applicable, 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 Financing Agents Indenture Trustee, the Conduit Agent, the Syndication Agent and each Securitization Agent agrees that it shall not take any action that would materially impair the rights or ability of any the other party to use such property in connection with the transactions contemplated under the Financing applicable Credit Documents or Syndicated Loan 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 Financing 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, and the Securitization Assets and agree to cooperate in good faith such that the respective interests of each Financing the Indenture Trustee, the Conduit Agent, the Syndication Agent, and any Securitization Agent therein and with respect thereto shall be protected and preserved.