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
OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
61
SECTION 12.10.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
SEPARATE COUNTERPARTS, EACH OF WHICH SHALL COLLECTIVELY AND SEPARATELY
CONSTITUTE ONE AGREEMENT.
SECTION 12.11.
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 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 12.12.
SECTION TITLES.
THE SECTION, TITLES AND TABLE OF CONTENTS
CONTAINED IN THIS AGREEMENT ARE 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 12.13.
FURTHER ASSURANCES.
(A)
THE BORROWER SHALL, OR SHALL CAUSE THE
SERVICER TO, AT ITS SOLE COST AND EXPENSE, UPON REQUEST OF ANY OF THE LENDERS OR
THE ADMINISTRATIVE AGENT, PROMPTLY AND DULY EXECUTE AND DELIVER ANY AND ALL
FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTION THAT MAY BE
NECESSARY OR DESIRABLE OR THAT ANY OF THE LENDERS OR THE ADMINISTRATIVE AGENT
MAY REQUEST TO (I) PERFECT, PROTECT, PRESERVE, CONTINUE AND MAINTAIN FULLY THE
LIENS GRANTED TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF ITSELF AND THE
LENDERS UNDER THIS AGREEMENT, (II) ENABLE THE LENDERS OR THE ADMINISTRATIVE
AGENT TO EXERCISE AND ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR ANY OF THE
OTHER RELATED DOCUMENTS OR (III) OTHERWISE CARRY OUT MORE EFFECTIVELY THE
PROVISIONS AND PURPOSES OF THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER SHALL, UPON
REQUEST OF ANY OF THE LENDERS OR THE ADMINISTRATIVE AGENT, (A) EXECUTE AND FILE
SUCH FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS THERETO OR ASSIGNMENTS
THEREOF, AND SUCH OTHER INSTRUMENTS OR NOTICES THAT MAY BE NECESSARY OR
DESIRABLE OR THAT ANY OF THE LENDERS OR THE ADMINISTRATIVE AGENT MAY REQUEST TO
PERFECT, PROTECT AND PRESERVE THE LIENS GRANTED PURSUANT TO THIS AGREEMENT, FREE
AND CLEAR OF ALL ADVERSE CLAIMS, (B) MARK, OR CAUSE THE SERVICER TO MARK, EACH
CONTRACT EVIDENCING WHICH CONSTITUTES "CHATTEL PAPER" UNDER THE UCC AND
EVIDENCES A TRANSFERRED RECEIVABLE WITH A LEGEND, ACCEPTABLE TO EACH LENDER