ADMINISTRATIVE AGENT, ANY SECURED
PARTY AS CONTAINED IN THIS AGREEMENT OR ANY OTHER AGREEMENT, INSTRUMENT OR
DOCUMENT ENTERED INTO BY IT PURSUANT HERETO OR IN CONNECTION HEREWITH SHALL BE
HAD AGAINST ANY PERSON OR ANY MANAGER OR ADMINISTRATOR OF SUCH PERSON OR ANY
INCORPORATOR, AFFILIATE, STOCKHOLDER, OFFICER, EMPLOYEE OR DIRECTOR OF SUCH
PERSON OR OF THE BORROWER OR OF ANY SUCH MANAGER OR ADMINISTRATOR, AS SUCH, BY
THE ENFORCEMENT OF ANY ASSESSMENT OR BY ANY LEGAL OR EQUITABLE PROCEEDING, BY
VIRTUE OF ANY STATUTE OR OTHERWISE.
(B)
EACH OF PARTIES HERETO HEREBY ACKNOWLEDGES
AND AGREES THAT ANY OTHER TRANSACTIONS WITH A CP LENDER HEREUNDER SHALL BE
WITHOUT RECOURSE OF ANY KIND TO SUCH CP LENDER.
A CP LENDER SHALL HAVE NO
OBLIGATION TO PAY ANY AMOUNTS OWING HEREUNDER IN EXCESS OF ANY AMOUNT AVAILABLE
TO SUCH CP LENDER AFTER PAYING OR MAKING PROVISION FOR THE PAYMENT OF ANY
COMMERCIAL PAPER NOTES OF SUCH CP LENDER.
IN ADDITION, EACH PARTY HERETO AGREES
THAT A CP LENDER SHALL HAVE NO OBLIGATION TO PAY ANY OTHER PARTY, ANY AMOUNTS
CONSTITUTING FEES, A REIMBURSEMENT FOR EXPENSES OR INDEMNITIES (COLLECTIVELY,
"EXPENSE CLAIMS"), AND SUCH EXPENSE CLAIMS SHALL NOT CONSTITUTE A CLAIM AGAINST
SUCH CP LENDER (AS DEFINED IN SECTION 101 OF TITLE 11 OF THE UNITED STATES
BANKRUPTCY CODE), UNLESS OR UNTIL SUCH CP LENDER HAS RECEIVED AMOUNTS SUFFICIENT
TO PAY SUCH EXPENSE CLAIMS AND SUCH AMOUNTS ARE NOT REQUIRED TO PAY THE
COMMERCIAL PAPER OF SUCH CP LENDER.
(C)
THE PROVISIONS OF THIS SECTION 12.10 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
SECTION 12.11
PROTECTION OF SECURITY INTEREST; APPOINTMENT
OF ADMINISTRATIVE AGENT AS ATTORNEY-IN-FACT.
(A)
THE BORROWER SHALL, OR SHALL CAUSE THE
SERVICER TO, CAUSE THIS AGREEMENT, ALL AMENDMENTS HERETO AND/OR ALL FINANCING
STATEMENTS AND CONTINUATION STATEMENTS AND ANY OTHER NECESSARY DOCUMENTS
COVERING THE RIGHT, TITLE AND INTEREST OF THE ADMINISTRATIVE AGENT AS AGENT FOR
THE SECURED PARTIES AND OF THE SECURED PARTIES TO THE COLLATERAL TO BE PROMPTLY
RECORDED, REGISTERED AND FILED, AND AT ALL TIME TO BE KEPT RECORDED, REGISTERED
AND FILED, ALL IN SUCH MANNER AND IN SUCH PLACES AS MAY BE REQUIRED BY LAW FULLY
TO PRESERVE AND PROTECT THE RIGHT, TITLE AND INTEREST OF THE ADMINISTRATIVE
AGENT AS AGENT FOR THE SECURED PARTIES HEREUNDER TO ALL PROPERTY COMPRISING THE
COLLATERAL.
THE BORROWER SHALL DELIVER OR, SHALL CAUSE THE SERVICER TO DELIVER,
TO THE ADMINISTRATIVE AGENT FILE-STAMPED COPIES OF, OR FILING RECEIPTS FOR, ANY
DOCUMENT RECORDED, REGISTERED OR FILED AS PROVIDED ABOVE, AS SOON AS AVAILABLE
FOLLOWING SUCH RECORDING, REGISTRATION OR FILING.
THE BORROWER AND THE SERVICER
SHALL COOPERATE FULLY IN CONNECTION WITH THE OBLIGATIONS SET FORTH ABOVE AND
WILL EXECUTE ANY AND ALL DOCUMENTS REASONABLY REQUIRED TO FULFILL THE INTENT OF
THIS SECTION 12.11.
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(B)
THE BORROWER AGREES THAT FROM TIME TO TIME,
AT ITS EXPENSE, IT WILL PROMPTLY EXECUTE AND DELIVER ALL INSTRUMENTS AND
DOCUMENTS, AND TAKE ALL ACTIONS, THAT MAY REASONABLY BE NECESSARY OR DESIRABLE,
OR THAT THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, TO PERFECT,