OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT
THE ADDRESS SET FORTH IN SECTION 6.01 HEREOF AND THAT SERVICE SO MADE SHALL BE
DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR
THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID.
NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
(C)
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY
(RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE
PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 6.08.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
SEPARATE COUNTERPARTS, EACH OF WHICH SHALL COLLECTIVELY AND SEPARATELY
CONSTITUTE ONE AGREEMENT.
SECTION 6.09.
SEVERABILITY.
WHEREVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH A MANNER AS TO BE EFFECTIVE AND VALID
UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED
BY OR INVALID UNDER APPLICABLE LAW, SUCH
29
provision shall be ineffective only to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Agreement.
SECTION 6.10.
SECTION TITLES.
THE SECTION TITLES AND TABLE OF CONTENTS
CONTAINED IN THIS AGREEMENT ARE PROVIDED FOR EASE OF REFERENCE ONLY AND SHALL BE
WITHOUT SUBSTANTIVE MEANING OR CONTENT OF ANY KIND WHATSOEVER AND ARE NOT A PART
OF THE AGREEMENT BETWEEN THE PARTIES HERETO.
SECTION 6.11.
NO SETOFF.
EACH ORIGINATOR'S OBLIGATIONS UNDER THIS AGREEMENT
SHALL NOT BE AFFECTED BY ANY RIGHT OF SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE
OR OTHER RIGHT SUCH ORIGINATOR MIGHT HAVE AGAINST BUYER, ALL OF WHICH RIGHTS ARE
HEREBY EXPRESSLY WAIVED BY SUCH ORIGINATOR.
SECTION 6.12.
CONFIDENTIALITY.
(A)
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, AS
REASONABLY BELIEVED TO BE APPROPRIATE TO BE FILED PUBLICLY WITH THE SECURITIES
AND EXCHANGE COMMISSION, OR UNLESS EACH AFFECTED PARTY SHALL OTHERWISE CONSENT
IN WRITING, EACH ORIGINATOR, THE SERVICER AND BUYER AGREE TO MAINTAIN THE
CONFIDENTIALITY OF THIS AGREEMENT (AND ALL DRAFTS HEREOF AND DOCUMENTS ANCILLARY
HERETO) IN ITS COMMUNICATIONS WITH THIRD PARTIES OTHER THAN ANY AFFECTED PARTY
OR ANY BUYER INDEMNIFIED PERSON AND OTHERWISE NOT TO DISCLOSE, DELIVER OR
OTHERWISE MAKE AVAILABLE TO ANY THIRD PARTY (OTHER THAN ITS DIRECTORS, OFFICERS,
EMPLOYEES, ACCOUNTANTS OR COUNSEL) THE ORIGINAL OR ANY COPY OF ALL OR ANY PART
OF THIS