Common use of ACKNOWLEDGMENT AND CONSENT Clause in Contracts

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, acknowledges that, contemporaneously herewith or at any time hereafter, the Initial Purchaser is assigning or will assign to XXX, pursuant to the XXX Agreement, one or more undivided interests in all of the Initial Purchaser's rights, title and interest in, to and under the Purchased Assets, this Agreement and all of the other Transaction Documents. KBK, individually and as initial Servicer, hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX of (i) the right of the Initial Purchaser, at any time, to enforce this Agreement against KBK and the obligations of KBK thereunder, (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder to the same extent as the Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Originator acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Buyer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial Purchaser's rightsBuyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. KBK, individually The Originator acknowledges and as initial Servicer, hereby agrees to each such sale by the Buyer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Buyer of all or any portion of its right, title and interest in, to XXX and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Buyer at any time, time to enforce this Agreement against KBK the Originator and the obligations of KBK thereunder, the Originator hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Buyer arising hereunder hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBKCOMPUCOM, individually as Seller and as initial Servicer, acknowledges that, contemporaneously herewith or at any time hereafter, the Initial Purchaser Buyer is assigning or will assign to XXXthe Trustee, for the benefit of the Certificateholders, pursuant to the XXX Pooling and Servicing Agreement, one or more undivided interests in all of the Initial PurchaserBuyer's rights, title and interest in, to and under the Purchased AssetsReceivables and Related Rights, this Agreement and all of the other Transaction DocumentsBuyer's right, title and interest in, to and under this Agreement, it being -------- understood that such assignment shall not relieve any party hereto from (or ---------- require the Trustee or any Certificateholder to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. KBKCOMPUCOM, individually as Seller and as initial Servicer, hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX Buyer of (i) the right of the Initial PurchaserBuyer, at any time, to enforce this Agreement against KBK COMPUCOM and the obligations of KBK thereunderCOMPUCOM hereunder, (ii) the right to appoint a successor to the Servicer as set forth thereinin the Pooling and Servicing Agreement, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or COMPUCOM thereunder to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial PurchaserBuyer's rights, remedies, powers and privileges, and all claims of the Initial Purchaser Buyer against KBKCOMPUCOM, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Trustee and the Investor Certificateholders are third party beneficiaries of the rights of the Initial Purchaser Buyer arising hereunder and under the other Transaction Documents to which KBK COMPUCOM is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Originator acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Buyer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial PurchaserBuyer's rightsright, title and interest in, to and under the CMSC Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. KBK, individually The Originator acknowledges and as initial Servicer, hereby agrees to each such sale by the Buyer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Buyer of all or any portion of its right, title and interest in, to XXX and under the CMSC Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer's rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Buyer at any time, time to enforce this Agreement against KBK the Originator and the obligations of KBK thereunder, the Originator hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer's successors ands assigns to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Buyer's successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Buyer arising hereunder hereunder, and may rely on the Originator's representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, Seller acknowledges that, contemporaneously herewith or at any time hereafterherewith, the Initial Buyer is selling, transferring, assigning, setting over and otherwise conveying to Second Step Purchaser is assigning or will assign to XXX, pursuant to the XXX Agreement, one or more undivided interests in all of the Initial PurchaserBuyer's rightsright, title and interest in, to and under the Purchased AssetsReceivables, this Agreement and all other Sale Documents pursuant to Section 2.01 of the other Transaction DocumentsPurchase Agreement. KBK, individually and as initial Servicer, Seller hereby consents to such assignmentsthe sale, includingtransfer, without limitationassignment, set over and conveyance to Second Step Purchaser by Buyer of all right, title and interest of Buyer in, to and under this Agreement and the assignment by other Sale Documents, and all of Buyer's rights, remedies, powers and privileges, and all claims of Buyer against Seller, under or with respect to this Agreement and the Initial Purchaser other Sale Documents (whether arising pursuant to XXX the terms of this Agreement or otherwise available at law or in equity), including (i) the right of the Initial PurchaserBuyer, at any time, to enforce this Agreement against KBK Seller and the obligations of KBK thereunderSeller hereunder, (ii) the right to appoint a successor to the Servicer as at the times and upon the conditions set forth thereinin the Purchaser Agreement, and (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Sale Document or the obligations in respect of KBK hereunder or Seller thereunder to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties are Second Step Purchaser is a third party beneficiaries beneficiary of the rights of the Initial Purchaser Buyer arising hereunder and under the other Transaction Sale Documents to which KBK Seller is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually Each of the Originators and as initial Servicer, the Guarantor acknowledges that, contemporaneously herewith or at any time hereafter, the Initial Purchaser (i) is assigning or will assign to XXXthe Issuer, pursuant to the XXX Receivables Purchase Agreement, one or more undivided interests in all of the Initial Purchaser's rights, title and interest in, to and under the Purchased Receivables and Related Assets, and (ii) is assigning to the Administrator, pursuant to the Receivables Purchase Agreement, all of the Initial Purchaser's right, title and interest in, to and under this Agreement and the other Transaction Documents (and all rights, remedies, powers, privileges and claims of the Initial Purchaser under this Agreement (including Article VI) and the other Transaction Documents), it being understood that such assignment shall not relieve any party hereto from (or require the Issuer or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement, any other Transaction Document, and any Pool Receivable or any Related Security. KBK, individually Each of the Originators and as initial Servicer, the Guarantor hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX the Administrator for its benefit and the benefit of the Issuer of (i) the right of the Initial Purchaser, at any time, to enforce this Agreement and any other Transaction Documents against KBK such Originator and the obligations of KBK thereunderServicer, (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder such Originator or Guarantor thereunder to the same extent as the Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and powers, privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or any other Transaction Document or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Issuer, the Administrator and the other Affected Persons are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK such Originator and the Guarantor is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, acknowledges The Sellers acknowledge that, contemporaneously herewith or at any time hereafterherewith, the Initial Purchaser Buyer is assigning or will assign to XXXselling, pursuant transferring, assigning, setting over and otherwise conveying to the XXX Agreement, one or more undivided interests in Trust all of the Initial PurchaserBuyer's rightsright, title and interest in, to and under the Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to Sections 2.1 and 2.4 of the Pooling Agreement. The Sellers hereby consent to the sale, transfer, assignment, set over and conveyance to the Trust by Buyer of all right, title and interest of Buyer in, to and under the Specified Assets, this Agreement and the other Transaction Documents. KBK, individually and as initial Servicerall of Buyer's rights, hereby consents remedies, powers and privileges, and all claims of Buyer against the Sellers, under or with respect to such assignmentsthis Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including, without limitation, the assignment by the Initial Purchaser to XXX of including (i) the right of the Initial PurchaserBuyer, at any time, to enforce this Agreement against KBK the Sellers and the obligations of KBK thereunderthe Sellers hereunder, (ii) the right to appoint a successor to the Servicer as at the times and upon the conditions set forth thereinin the Pooling Agreement, and (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Sellers thereunder to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Trustee and the Trust are third party beneficiaries of the rights of the Initial Purchaser Buyer arising hereunder and under the other Transaction Documents to which KBK any Seller is a partyparty except to the extent the Trustee's rights have been expressly limited hereunder. Each Seller hereby acknowledges and agrees that it has no claim to or interest in any of the Bank Accounts or the Trust Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBKCOMPUCOM, individually as Seller and as initial Servicer, acknowledges that, contemporaneously herewith or at any time hereafter, the Initial Purchaser Buyer is assigning or will assign to XXXthe Trustee, for the benefit of the Certificateholders, pursuant to the XXX Pooling and Servicing Agreement, one or more undivided interests in all of the Initial PurchaserBuyer's rights, title and interest in, to and under the Purchased AssetsReceivables and Related Rights, this Agreement and all of the other Transaction DocumentsBuyer's right, title and interest in, to and under this Agreement, it being -- ----- understood that such assignment shall not relieve any party hereto from (or ---------- require the Trustee or any Certificateholder to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. KBKCOMPUCOM, individually as Seller and as initial Servicer, hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX Buyer of (i) the right of the Initial PurchaserBuyer, at any time, to enforce this Agreement against KBK COMPUCOM and the obligations of KBK thereunderCOMPUCOM hereunder, (ii) the right to appoint a successor to the Servicer as set forth thereinin the Pooling and Servicing Agreement, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or COMPUCOM thereunder to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial PurchaserBuyer's rights, remedies, powers and privileges, and all claims of the Initial Purchaser Buyer against KBKCOMPUCOM, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Trustee and the Investor Certificateholders are third party beneficiaries of the rights of the Initial Purchaser Buyer arising hereunder and under the other Transaction Documents to which KBK COMPUCOM is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, Seller acknowledges that, contemporaneously herewith or at any herewith, WPS Xxxxx is selling, transferring, assigning, setting over and otherwise conveying to the Administrator on behalf of the Secured Parties an Asset Interest in the outstanding pool of Receivables and Related Assets sold by Seller to WPS Xxxxx from time hereafter, to time pursuant to this Purchase Agreement and that the Initial Purchaser is assigning or will Administrator may further assign such Asset Interest to XXX, the Insurer pursuant to the XXX AgreementInsurance Policy. Seller hereby consents to the sale, one or more undivided interests in all transfer, assignment, set over and conveyance to the Administrator on behalf of the Initial Purchaser's rightsSecured Parties by WPS Xxxxx, title and interest inby the Administrator to the Insurer, to and under of the Purchased AssetsAsset Interest, this Agreement and all of WPS Xxxxx'x rights, remedies, powers and privileges, and all claims of WPS Xxxxx against Seller, under or with respect to this Purchase Agreement and the other Transaction Documents. KBKDocuments (whether arising pursuant to the terms of this Purchase Agreement or otherwise available at law or in equity), individually and as initial Servicer, hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX of including (i) the right of the Initial PurchaserWPS Xxxxx, at any time, to enforce this Purchase Agreement against KBK Seller and the obligations of KBK thereunderSeller hereunder, and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Purchase Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or Seller thereunder to the same extent as the Initial Purchaser WPS Xxxxx may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Administrator (on behalf of the Secured Parties), the Insurer and Blue Ridge are third party beneficiaries of the rights of the Initial Purchaser WPS Xxxxx arising hereunder and under the other Transaction Documents to which KBK Seller is a party. Seller hereby acknowledges and agrees that it has no claim to or interest in any of the Lock-Box Accounts or the Concentration Account.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, acknowledges The Sellers acknowledge that, contemporaneously herewith or at any time hereafterherewith, the Initial Purchaser Buyer is assigning or will assign to XXX, pursuant granting a security interest to the XXX Agreement, one or more undivided interests Trustee in all of the Initial PurchaserBuyer's rightsright, title and interest in, to and under the Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to Sections 2.1 and 2.4 of the Indenture. The Sellers hereby consent to the grant of a security interest to the Trustee by Buyer of all right, title and interest of Buyer in, to and under the Specified Assets, this Agreement and the other Transaction Documents. KBK, individually and as initial Servicerall of Buyer's rights, hereby consents remedies, powers and privileges, and all claims of Buyer against the Sellers, under or with respect to such assignmentsthis Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including, without limitation, the assignment by the Initial Purchaser to XXX of including (i) the right of the Initial PurchaserBuyer, at any time, to enforce this Agreement against KBK the Sellers and the obligations of KBK thereunderthe Sellers hereunder, (ii) the right to appoint consent to or direct the appointment of a successor to the Servicer as at the times and upon the conditions set forth thereinin the Indenture, and (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Sellers thereunder to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties are Trustee is a third party beneficiaries beneficiary of the rights of the Initial Purchaser Buyer arising hereunder and under the other Transaction Documents to which KBK any Seller is a party. Each Seller hereby acknowledges and agrees that it has no claim to or interest in any of the Bank Accounts or the Transaction Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Seller acknowledges that, contemporaneously herewith or at any time hereafterherewith, the Initial Purchaser is assigning or will assign to XXX, pursuant Conveying to the XXX Agreement, one or more undivided interests in Trust all of the Initial Purchaser's rightsright, title and interest in, to and under the Purchased AssetsReceivables and the related property conveyed pursuant hereto, this Agreement and all pursuant to Section 2.1 of the other Transaction DocumentsPooling and Servicing Agreement. KBK, individually and as initial Servicer, The Seller hereby consents to such assignmentsthe Conveyance to the Trust by Purchaser of all right, includingtitle and interest of Purchaser in, without limitationto and under this Agreement, the assignment by Receivables and the Initial Purchaser to XXX of related assets, including (i) the right of the Initial Purchaser, at any time, to enforce this Agreement against KBK the Seller and the obligations of KBK thereunderthe Seller hereunder, (ii) the right to appoint a successor to the Servicer as at the times and upon the conditions set forth thereinin the Pooling and Servicing Agreement, and (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Seller thereunder to the same extent as the Initial Purchaser may do, and (iv) all . Each of the Initial Purchaser's rights, remedies, powers Seller and privileges, the Purchaser acknowledges and all claims agrees that (i) under the terms of the Initial Pooling and Servicing Agreement, the Purchaser against KBK, under or Representatives and Holders of Investor Certificates may direct the manner in which the Trustee exercises its rights with respect to this Agreement or may exercise such rights themselves, and (ii) the other Transaction Documents (whether arising pursuant Trustee, the Certificateholders, the Receivables Purchasers, the Purchaser Representatives and, to the terms of this Agreement or otherwise available at law or extent provided in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK is a party.related Supplement or

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Seller acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Issuer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial Purchaser's rightsIssuer’s right, title and interest in, to and under the KF Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Servicing Agreement and that the interests of the Issuer hereunder will be further assigned pursuant to the Indenture. KBK, individually The Seller acknowledges and as initial Servicer, hereby agrees to each such sale by the Issuer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Issuer of all or any portion of its right, title and interest in, to XXX and under the KF Purchased Assets, this Agreement and the other Transaction Documents and all of the Issuer’s rights, remedies, powers and privileges and all claims of the Issuer against the Seller under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Issuer at any time, time to enforce this Agreement against KBK the Seller and the obligations of KBK thereunder, the Seller hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Seller thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Issuer’s successors ands assigns to the same extent as the Initial Purchaser Issuer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Issuer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Issuer arising hereunder hereunder, and may rely on the Seller’s representations and warranties made herein as if made directly to them. The Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBKEach of ConMed, individually as an Originator and as initial Servicer, and each other Originator acknowledges that, contemporaneously herewith or at any time hereafter, the Initial Purchaser is assigning or will assign to XXXthe Administrator, for the benefit of the Purchasers, pursuant to the XXX Receivables Purchase Agreement, one or more undivided interests in all of the Initial Purchaser's rights, title, claims and interest in, to and under the Pool Receivables and Related Rights, and all of the Initial Purchaser's right, title and interest in, to and under this Agreement, it being understood that such assignment shall not relieve any party hereto from (or require the Purchased AssetsPurchaser or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement and all Agreement. Each of the other Transaction Documents. KBKConMed, individually as Originator and as initial Servicer, and each other Originator hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX of (i) the right of the Initial Purchaser, at any time, to enforce this Agreement against KBK the Originators and the obligations of KBK thereunderthe Originators hereunder, (ii) the right to appoint a successor to the Servicer as set forth thereinin the Receivables Purchase Agreement, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Originators thereunder to the same extent as the Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBKeach Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Purchasers, the Administrator and the other Indemnified Parties are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK any Originator is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Originator acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Issuer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial Purchaser's rightsIssuer’s right, title and interest in, to and under the Cartus Fee Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Fee Receivables Purchase Agreement, and that the interests of the Issuer hereunder will be further assigned pursuant to the Servicing Agreement and the Indenture. KBK, individually The Originator acknowledges and as initial Servicer, hereby agrees to each such sale by the Issuer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Issuer of all or any portion of its right, title and interest in, to XXX and under the Cartus Fee Purchased Assets, this Agreement and the other Transaction Documents and all of the Issuer’s rights, remedies, powers and privileges and all claims of the Issuer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Issuer at any time, time to enforce this Agreement against KBK the Originator and the obligations of KBK thereunder, the Originator hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Issuer’s successors ands assigns to the same extent as the Initial Purchaser Issuer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Issuer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Issuer arising hereunder hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, Seller acknowledges that, contemporaneously herewith herewith, WPS Fincx xx selling, transferring, assigning, setting over and otherwise conveying to the Administrator on behalf of Blue Ridge an Asset Interest in the outstanding pool of Receivables and Related Assets sold by Seller to WPS Fincx xxxm time to time pursuant to this Purchase Agreement. Seller hereby consents to the sale, transfer, assignment, set over and conveyance to the Administrator on behalf of Blue Ridge by WPS Fincx xx the Asset Interest, and all of WPS Fincx'x xxxhts, remedies, powers and privileges, and all claims of WPS Fincx xxxinst Seller, under or at any time hereafter, with respect to this Purchase Agreement and the Initial Purchaser is assigning or will assign to XXX, other Transaction Documents (whether arising pursuant to the XXX Agreementterms of this Purchase Agreement or otherwise available at law or in equity), one or more undivided interests in all of the Initial Purchaser's rights, title and interest in, to and under the Purchased Assets, this Agreement and all of the other Transaction Documents. KBK, individually and as initial Servicer, hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX of including (i) the right of the Initial PurchaserWPS Fincx, at xx any time, to enforce this Purchase Agreement against KBK Seller and the obligations of KBK thereunderSeller hereunder, and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Purchase Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or Seller thereunder to the same extent as the Initial Purchaser may WPS Fincx xxx do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Administrator (on behalf of Blue Ridge) and Blue Ridge are third party beneficiaries of the rights of the Initial Purchaser arising WPS Fincx xxxsing hereunder and under the other Transaction Documents to which KBK Seller is a party. Seller hereby acknowledges and agrees that it has no claim to or interest in any of the Lock-Box Accounts or the Concentration Account.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Seller acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Issuer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial Purchaser's rightsIssuer’s right, title and interest in, to and under the KF Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Servicing Agreement and that the interests of the Issuer hereunder will be further assigned pursuant to the Indenture. KBK, individually The Seller acknowledges and as initial Servicer, hereby agrees to each such sale by the Issuer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Issuer of all or any portion of its right, title and interest in, to XXX and under the KF Purchased Assets, this Agreement and the other Transaction Documents and all of the Issuer’s rights, remedies, powers and privileges and all claims of the Issuer against the Seller under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Issuer at any time, time to enforce this Agreement against KBK the Seller and the obligations of KBK thereunder, the Seller hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Seller thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Issuer’s successors and assigns to the same extent as the Initial Purchaser Issuer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Issuer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Issuer arising hereunder hereunder, and may rely on the Seller’s representations and warranties made herein as if made directly to them. The Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually Each Originator and as initial Servicer, the Guarantor acknowledges that, contemporaneously herewith or at any time hereafter, the Initial Purchaser (i) is assigning or will assign to XXXthe Issuer, pursuant to the XXX AgreementRPA, one or more undivided interests in all of the Initial Purchaser's rights, title and interest in, to and under the Purchased Receivables Pool and Related Assets, this Agreement and (ii) is assigning to the Issuer pursuant to the RPA all of the other Transaction DocumentsPurchaser's right, title and interest in, to and under this Agreement, it being understood that such assignment shall not relieve any party hereto from (or require any of the Securitization Parties to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. KBK, individually Each Originator and as initial Servicer, the Guarantor hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX the Issuer of (i) the right of the Initial Purchaser, at any time, to enforce this Agreement against KBK such Originator or Guarantor and the obligations of KBK thereundersuch Originator or Guarantor hereunder, (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, in accordance with the terms hereof, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder such Originator or Guarantor thereunder to the same extent as the Initial Purchaser may do, and (iviii) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBKsuch Originator or Guarantor, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Securitization Parties and the other Affected Persons are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK any Originator or the Guarantor is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Originator acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Buyer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial Purchaser's rightsBuyer’s right, title and interest in, to and under the CMSC Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Indenture. KBK, individually The Originator acknowledges and as initial Servicer, hereby agrees to each such sale by the Buyer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Buyer of all or any portion of its right, title and interest in, to XXX and under the CMSC Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Buyer at any time, time to enforce this Agreement against KBK the Originator and the obligations of KBK thereunder, the Originator hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors and assigns to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Buyer arising hereunder hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Originator acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Buyer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial Purchaser's rightsBuyer’s right, title and interest in, to and under the CMSC Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. KBK, individually The Originator acknowledges and as initial Servicer, hereby agrees to each such sale by the Buyer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Buyer of all or any portion of its right, title and interest in, to XXX and under the CMSC Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Buyer at any time, time to enforce this Agreement against KBK the Originator and the obligations of KBK thereunder, the Originator hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Buyer arising hereunder hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Originator acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Buyer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial Purchaser's rightsBuyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. KBK, individually The Originator acknowledges and as initial Servicer, hereby agrees to each such sale by the Buyer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Buyer of all or any portion of its right, title and interest in, to XXX and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without Exhibit 10.59 limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Buyer at any time, time to enforce this Agreement against KBK the Originator and the obligations of KBK thereunder, the Originator hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Buyer arising hereunder hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, Each of the Originators acknowledges that, contemporaneously herewith or at any time hereafter, the Initial SPV Purchaser is assigning or will assign to XXXthe Administrator, for the benefit of the Purchasers, pursuant to the XXX Receivables Purchase Agreement, one or more undivided interests in all of the Initial SPV Purchaser's rights, title and interest in, to and under the Purchased AssetsReceivables and Related Rights, this Agreement and all of the other Transaction DocumentsSPV Purchaser's right, title and interest in, to and under this Agreement, it being understood that such assignment shall not relieve any party hereto from (or require the Purchasers or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any Originator to be performed or observed under or in connection with this Agreement. KBK, individually and as initial Servicer, Each of the Originators hereby consents to such assignments, including, without limitation, the assignment by the Initial SPV Purchaser to XXX of (i) the right of the Initial SPV Purchaser, at any time, to enforce this Agreement against KBK and the obligations of KBK thereundersuch Originator, (ii) the right to appoint a successor to the Servicer as set forth thereinin the Receivables Purchase Agreement, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK such Originator hereunder or thereunder to the same extent as the Initial SPV Purchaser may do, and (iv) all of the Initial SPV Purchaser's rights, remedies, powers and privileges, and all claims of the Initial SPV Purchaser against KBKsuch Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Purchasers, the Administrator and the other Indemnified Parties are third party beneficiaries of the rights of the Initial SPV Purchaser arising hereunder and under the other Transaction Documents to which KBK any Originator is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, acknowledges The Sellers acknowledge that, contemporaneously herewith or at any time hereafterherewith, the Initial Purchaser Buyer is assigning or will assign to XXXselling, pursuant transferring, assigning, setting over and otherwise conveying to the XXX Agreement, one or more undivided interests in Trust all of the Initial PurchaserBuyer's rightsright, title and interest in, to and under the Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to Sections 2.1 and 2.4 of the Pooling Agreement. The Sellers hereby consent to the sale, transfer, assignment, set over and conveyance to the Trust by Buyer of all right, title and interest of Buyer in, to and under the Specified Assets, this Agreement and the other Transaction Documents. KBK, individually and as initial Servicerall of Buyer's rights, hereby consents remedies, powers and privileges, and all claims of Buyer against the Sellers, under or with respect to such assignmentsthis Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including, without limitation, the assignment by the Initial Purchaser to XXX of including (i) the right of the Initial PurchaserBuyer, at any time, to enforce this Agreement against KBK the Sellers and the obligations of KBK thereunderthe Sellers hereunder, (ii) the right to appoint consent to or direct the appointment of a successor to the Servicer as at the times and upon the conditions set forth thereinin the Pooling Agreement, and (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Sellers thereunder to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Trustee and the Trust are third party beneficiaries of the rights of the Initial Purchaser Buyer arising hereunder and under the other Transaction Documents to which KBK any Seller is a party. Each Seller hereby acknowledges and agrees that it has no claim to or interest in any of the Bank Accounts or the Trust Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBKEach of D&K, individually as an Originator and as initial Servicer, and each other Originator acknowledges that, contemporaneously herewith or at any time hereafter, the Initial Purchaser is assigning or will assign to XXXthe Administrator, for the benefit of the Purchaser, pursuant to the XXX Receivables Purchase Agreement, one or more undivided interests in all of the Initial Purchaser's rights, title and interest in, to and under the Purchased AssetsPool Receivables and Related Rights, this Agreement and all of the other Transaction DocumentsInitial Purchaser's right, title and interest in, to and under this Agreement, it being understood that such assignment shall not relieve any party hereto from (or require the Purchaser or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. KBKEach of D&K, individually as Originator and as initial Servicer, and each other Originator hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX of (i) the right of the Initial Purchaser, at any time, to enforce this Agreement against KBK the Originators and the obligations of KBK thereunderthe Originators hereunder, (ii) the right to appoint a successor to the Servicer as set forth thereinin the Receivables Purchase Agreement, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Originators thereunder to the same extent as the Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBKeach Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Purchaser, the Administrator and the other Indemnified Parties are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK any Originator is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBKEach of Maxtor, individually as an Originator and as initial Servicer, and each other Originator acknowledges that, contemporaneously herewith or at any time hereafter, the Initial Purchaser is assigning or will assign to XXXthe Administrator, for the benefit of the Purchaser, pursuant to the XXX Receivables Purchase Agreement, one or more undivided interests in all of the Initial Purchaser's rights, title and interest in, to and under the Purchased AssetsPool Receivables and Related Rights, this Agreement and all of the other Transaction DocumentsInitial Purchaser's right, title and interest in, to and under this Agreement, it being understood that such assignment shall not relieve any party hereto from (or require the Purchaser or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. KBKEach of Maxtor, individually as Originator and as initial Servicer, and each other Originator hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX of (i) the right of the Initial Purchaser, at any time, to enforce this Agreement against KBK the Originators and the obligations of KBK thereunderthe Originators hereunder, (ii) the right to appoint a successor to the Servicer as set forth thereinin the Receivables Purchase Agreement, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Originators thereunder to the same extent as the Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBKeach Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Purchaser, the Administrator and the other Indemnified Parties are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK any Originator is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Originator acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Issuer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial Purchaser's rightsIssuer’s right, title and interest in, to and under the CMSC Fee Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Fee Receivables Purchase Agreement, and that the interests of the Issuer hereunder will be further assigned pursuant to the Servicing Agreement and the Indenture. KBK, individually The Originator acknowledges and as initial Servicer, hereby agrees to each such sale by the Issuer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Issuer of all or any portion of its right, title and interest in, to XXX and under the CMSC Fee Purchased Assets, this Agreement and the other Transaction Documents and all of the Issuer’s rights, remedies, powers and privileges and all claims of the Issuer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Issuer at any time, time to enforce this Agreement against KBK the Originator and the obligations of KBK thereunder, the Originator hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Issuer’s successors and assigns to the same extent as the Initial Purchaser Issuer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Issuer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Issuer arising hereunder hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBKEach Originator, individually O&M Medical, as an Originator and as initial ServicerServicer and the Parent, acknowledges acknowledge that, contemporaneously herewith or at any time hereafter, the Initial Purchaser (i) is assigning or will assign to XXXthe Issuer, pursuant to the XXX Receivables Purchase Agreement, one or more undivided interests in all of the Initial Purchaser's rights, title and interest in, to and under the Purchased Pool Receivables and Related Assets, this and (ii) is assigning pursuant to the Receivables Purchase Agreement and all of the other Transaction DocumentsInitial Purchaser's right, title and interest in, to and under this Agreement, except for the Initial Purchaser's right, title and interest in, to and under the Originator Note, it being understood that such assignment shall not relieve any party hereto from (or require the Issuer to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. KBKEach Originator, individually O&M Medical, as an Originator and as initial ServicerServicer and the Parent, hereby consents consent to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX the Issuer of (i) the right of the Initial Purchaser, at any time, to enforce this Agreement against KBK any Originator and the obligations of KBK thereunderany Originator hereunder, (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or any Originator thereunder to the same extent as the Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBKany Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Issuer, the Administrator and the other Affected Persons are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK any Originator is a party.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Seller acknowledges that, contemporaneously herewith or at any time hereafterherewith, the Initial Purchaser is assigning or will assign to XXX, pursuant Conveying to the XXX Agreement, one or more undivided interests in Trust all of the Initial Purchaser's rights’s right, title and interest in, to and under the Purchased AssetsReceivables and the related property conveyed pursuant hereto, this Agreement and all pursuant to Section 2.1 of the other Transaction DocumentsPooling and Servicing Agreement. KBK, individually and as initial Servicer, The Seller hereby consents to such assignmentsthe Conveyance to the Trust by Purchaser of all right, includingtitle and interest of Purchaser in, without limitationto and under this Agreement, the assignment by Receivables and the Initial Purchaser to XXX of related assets, including (i) the right of the Initial Purchaser, at any time, to enforce this Agreement against KBK the Seller and the obligations of KBK thereunderthe Seller hereunder, (ii) the right to appoint a successor to the Servicer as at the times and upon the conditions set forth thereinin the Pooling and Servicing Agreement, and (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Seller thereunder to the same extent as the Initial Purchaser may do, and (iv) all . Each of the Initial Purchaser's rights, remedies, powers Seller and privileges, the Purchaser acknowledges and all claims agrees that (i) under the terms of the Initial Pooling and Servicing Agreement, the Purchaser against KBK, under or Representatives and Holders of Investor Certificates may direct the manner in which the Trustee exercises its rights with respect to this Agreement or may exercise such rights themselves, and (ii) the other Transaction Documents (whether arising pursuant Trustee, the Certificateholders, the Receivables Purchasers, the Purchaser Representatives and, to the terms of this Agreement extent provided in the related Supplement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Receivables Purchase Agreement, to any Enhancement Provider named therein, are express third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK the Seller is a party. The Seller hereby acknowledges and agrees that it has no claim to or interest in either of the Collection Account or any Series Account, except to the extent it is entitled to receive Deferred Originator Payments as provided in the Pooling and Servicing Agreement.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, acknowledges The Sellers acknowledge that, contemporaneously herewith or at any time hereafterherewith, the Initial Purchaser Buyer is assigning or will assign to XXXselling, pursuant transferring, assigning, setting, granting, over and otherwise conveying to the XXX Agreement, one or more undivided interests in Agent all of the Initial PurchaserBuyer's rightsright, title and interest in, to and under the Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Sale Agreement. The Sellers hereby consent to the sale, transfer, assignment, set over and conveyance to the Agent by Buyer of all right, title and interest of Buyer in, to and under the Specified Assets, this Agreement and the other Transaction Documents. KBK, individually and as initial Servicerall of Buyer's rights, hereby consents remedies, powers and privileges, and all claims of Buyer against the Sellers, under or with respect to such assignmentsthis Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including, without limitation, the assignment by the Initial Purchaser to XXX of including (i) the right of the Initial PurchaserBuyer, at any time, to enforce this Agreement against KBK the Sellers and the obligations of KBK thereunderthe Sellers hereunder, (ii) the right to appoint a successor to the Servicer as Initial Collection Agent at the times and upon the conditions set forth thereinin the Receivables Sale Agreement, and (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Sellers thereunder to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Agent and the Purchasers are third party beneficiaries of the rights of the Initial Purchaser Buyer arising hereunder and under the other Transaction Documents to which KBK any Seller is a party. Each Seller hereby acknowledges and agrees that it has no claim to or interest in any of the Bank Accounts or the Transaction Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, The Originator acknowledges that, contemporaneously herewith or at any from time hereafterto time prior to the Termination Date, the Initial Purchaser is assigning or will assign Buyer intends to XXX, pursuant to the XXX Agreement, one or more undivided interests in sell all of the Initial Purchaser's rightsBuyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction DocumentsDocuments pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Indenture. KBK, individually The Originator acknowledges and as initial Servicer, hereby agrees to each such sale by the Buyer and consents to such assignments, including, without limitation, the sale and assignment by the Initial Purchaser Buyer of all or any portion of its right, title and interest in, to XXX and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Initial Purchaser, Buyer at any time, time to enforce this Agreement against KBK the Originator and the obligations of KBK thereunder, the Originator hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or thereunder the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Initial Purchaser Buyer arising hereunder hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the other Transaction Documents to which KBK is a partyLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually and as initial Servicer, acknowledges The Sellers acknowledge that, contemporaneously herewith or at any time hereafterherewith, the Initial Purchaser Buyer is assigning or will assign to XXXselling, pursuant transferring, assigning, setting, granting, over and otherwise conveying to the XXX Agreement, one or more undivided interests in Agent all of the Initial Purchaser's rightsBuyer’s right, title and interest in, to and under the Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Sale Agreement. The Sellers hereby consent to the sale, transfer, assignment, set over and conveyance to the Agent by Buyer of all right, title and interest of Buyer in, to and under the Specified Assets, this Agreement and the other Transaction Documents. KBK, individually and as initial Servicerall of Buyer’s rights, hereby consents remedies, powers and privileges, and all claims of Buyer against the Sellers, under or with respect to such assignmentsthis Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law, includingor in equity), without limitation, the assignment by the Initial Purchaser to XXX of including (i) the right of the Initial PurchaserBuyer, at any time, to enforce this Agreement against KBK the Sellers and the obligations of KBK thereunderthe Sellers hereunder, (ii) the right to appoint a successor to the Servicer as Initial Collection Agent at the times and upon the conditions set forth thereinin the Receivables Sale Agreement, and (iii) the right, at any time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder or the Sellers thereunder to the same extent as the Initial Purchaser Buyer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties Agent, the Purchaser Agents and the Purchasers are third party beneficiaries of the rights of the Initial Purchaser Buyer arising hereunder and under the other Transaction Documents to which KBK any Seller is a party. Each Seller hereby acknowledges and agrees that it has no claim to or interest in any of the Bank Accounts or the Transaction Accounts.

ACKNOWLEDGMENT AND CONSENT. (a) KBK, individually Each of the Seller and as initial Servicer, the Transferor acknowledges that, contemporaneously herewith or at any time hereafterthe Issuer has pledged all of its right, title and interest in the Initial Purchaser is assigning or will assign Purchased Assets to XXX, the Indenture Trustee pursuant to the XXX Agreement, one or more undivided interests in all Indenture. Each of the Initial Purchaser's rightsSeller and the Transferor acknowledges and agrees to such pledge by the Issuer and consents to the assignment by the Issuer of all or any portion of its right, title and interest in, to and under the Purchased Assets, this Agreement and the other Transaction Documents and all of the Issuer's rights, remedies, powers and privileges and all claims of the Issuer against the Seller or the Transferor under or with respect to this Agreement and the other Transaction Documents. KBKDocuments (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), individually including without limitation (whether or not any of an Unmatured Servicer Default, a Servicer Default, or a Purchase Termination Event has occurred and as initial Servicer, hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to XXX of is continuing) (i) the right of the Initial Purchaser, Issuer at any time, time to enforce this Agreement against KBK the Seller or the Transferor and the obligations of KBK thereunder, the Seller and the Transferor hereunder and (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time, time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of KBK hereunder the Seller or thereunder the Transferor thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Issuer's successors and assigns to the same extent as the Initial Purchaser Issuer may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against KBK, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the XXX Parties are third party beneficiaries of the rights of the Initial Purchaser arising hereunder and under the other Transaction Documents to which KBK is a party.