WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE SERVICER, ANY PARTICIPANT, OR ANY
CREDIT PARTY TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST SPONSOR
IN ANY OTHER JURISDICTION.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND
BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER
CONSTITUTE ONE AND THE SAME INSTRUMENT.
SEVERABILITY. IN CASE ANY PROVISION IN OR OBLIGATION UNDER THIS AGREEMENT OR THE
OTHER OPERATIVE DOCUMENTS SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE, IN WHOLE
OR IN PART, IN ANY JURISDICTION, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
THE REMAINING PROVISIONS OR OBLIGATIONS, OR OF SUCH PROVISION OR OBLIGATION IN
ANY OTHER JURISDICTION, SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
INDEPENDENCE OF COVENANTS. ALL COVENANTS HEREUNDER SHALL BE GIVEN INDEPENDENT
EFFECT SO THAT IF A PARTICULAR ACTION OR CONDITION IS NOT PERMITTED BY ANY OF
SUCH COVENANTS, THE FACT THAT IT WOULD BE PERMITTED BY AN EXCEPTION TO, OR BE
OTHERWISE WITHIN THE LIMITATION OF, ANOTHER COVENANT, SHALL NOT AVOID THE
OCCURRENCE OF A UNMATURED CREDIT EVENT OR AN CREDIT EVENT IF SUCH ACTION IS
TAKEN OR CONDITION EXISTS.
NO JOINT VENTURE. NOTHING IN THIS AGREEMENT, THE SERVICING AGREEMENT OR ANY OF
THE LOAN DOCUMENTS SHALL BE CONSTRUED AS CONSTITUTING SPONSOR AND THE SERVICER
OR ANY PARTICIPANT AS PARTNERS OR JOINT VENTURERS OR AS CREATING THE
RELATIONSHIP OF EMPLOYER AND EMPLOYEE, MASTER AND SERVANT, PRINCIPLE AND AGENT,
OR FRANCHISOR OR FRANCHISEE BETWEEN SPONSOR AND THE SERVICER OR ANY
PARTICIPANT.
NEITHER SPONSOR NOR SERVICER OR ANY PARTICIPANT SHALL HAVE ANY
RIGHT OR AUTHORITY TO BIND THE OTHER PARTY OR TO ASSUME OR CREATE ANY OBLIGATION
OR RESPONSIBILITY, EXPRESS OR IMPLIED, ON BEHALF OF THE OTHER PARTY OR IN THE
OTHER PARTY'S NAME.
ALL RIGHTS, DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT AND
THE OPERATIVE DOCUMENTS ARE EXCLUSIVELY FOR THE BENEFIT OF SPONSOR AND THE
SERVICER AND PARTICIPANTS, AS THE CASE MAY BE, AND SHALL NOT BE DEEMED TO AFFECT
ANY AGREEMENT BETWEEN EITHER OF SUCH PARTIES AND ANY THIRD PARTY (INCLUDING,
WITHOUT LIMITATION, ANY BORROWER).
REPURCHASE RIGHT. SPONSOR MAY AT ANY TIME (UPON THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE TO SERVICER) PURCHASE FROM SERVICER ALL LOANS AND LOAN COMMITMENTS AND
ALL RIGHTS, TITLES AND INTERESTS OF THE SERVICER AND THE PARTICIPANTS IN AND TO
THE LOAN DOCUMENTS AND THE COLLATERAL RELATING THERETO FOR A PURCHASE PRICE
(PAYABLE IN IMMEDIATELY AVAILABLE FUNDS) EQUAL TO THE AGGREGATE LOAN
INDEBTEDNESS, PLUS ALL AMOUNTS OTHERWISE OWING BY THE SPONSOR PURSUANT TO THE
OPERATIVE DOCUMENTS, AND THE SERVICER SHALL ASSIGN, WITHOUT RECOURSE,
REPRESENTATION OR WARRANTY (EXCEPT AS TO ITS OWN TITLE), ITS RIGHT, TITLE AND
INTEREST THEREIN TO SPONSOR UPON THE