PERIMETER CENTER PARKWAY, SUITE 600, ALTANTA, GA
30346, ATTENTION: GENERAL COUNSEL (FACSIMILE NO. (770) 206-6187) AND (B) IN THE
CASE OF COLUMBUS BANK, 901 FRONT AVENUE, SUITE 202, COLUMBUS, GEORGIA 31901 OR
P.O. BOX 120, COLUMBUS, GEORGIA 31902-0120, ATTENTION:
PRESIDENT (FACSIMILE NO.
(706) 649-4808); OR, AS TO EACH PARTY, AT SUCH OTHER ADDRESS AS SHALL BE
DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO EACH OTHER PARTY.
SECTION 7.04
SEVERABILITY OF PROVISIONS.
IF ANY ONE OR MORE OF THE
COVENANTS, AGREEMENTS, PROVISIONS OR TERMS OF THIS AGREEMENT SHALL FOR ANY
REASON WHATSOEVER BE HELD INVALID, THEN SUCH COVENANTS, AGREEMENTS, PROVISIONS,
OR TERMS SHALL BE DEEMED SEVERABLE FROM THE REMAINING COVENANTS, AGREEMENTS,
PROVISIONS, AND TERMS OF THIS AGREEMENT AND SHALL IN NO WAY AFFECT THE VALIDITY
OR ENFORCEABILITY OF THE OTHER PROVISIONS OF THIS AGREEMENT.
SECTION 7.05
ASSIGNMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THIS AGREEMENT MAY NOT BE ASSIGNED BY THE PARTIES HERETO
WITHOUT THE PRIOR WRITTEN CONSENT OF THE NON-ASSIGNING PARTY.
SECTION 7.06
FURTHER ASSURANCES.
COLUMBUS BANK AND LLC AGREE TO DO AND
PERFORM, FROM TIME TO TIME, ANY AND ALL ACTS AND TO EXECUTE ANY AND ALL FURTHER
INSTRUMENTS REQUIRED OR REASONABLY REQUESTED BY THE OTHER PARTY MORE FULLY TO
EFFECT THE PURPOSES OF THIS AGREEMENT AND THE CONVEYANCE PAPERS, INCLUDING,
WITHOUT LIMITATION, THE AUTHORIZATION AND EXECUTION OF ANY FINANCING STATEMENTS
OR CONTINUATION STATEMENTS OR EQUIVALENT DOCUMENTS RELATING TO THE RECEIVABLES
FOR FILING UNDER THE PROVISIONS OF THE UCC OR OTHER LAW OF ANY APPLICABLE
JURISDICTION AND TO PROVIDE PROMPT NOTIFICATION TO THE OTHER PARTY OF ANY CHANGE
OF THE PRINCIPAL EXECUTIVE OFFICE OF, OR THE JURISDICTION OF ORGANIZATION OF,
SUCH PARTY.
SECTION 7.07
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE TO EXERCISE AND NO
DELAY IN EXERCISING, ON THE PART OF COLUMBUS BANK OR LLC, ANY RIGHT, REMEDY,
POWER OR PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT, REMEDY, POWER OR PRIVILEGE.
THE RIGHTS, REMEDIES, POWERS AND PRIVILEGES
HEREIN PROVIDED ARE CUMULATIVE AND NOT EXHAUSTIVE OF ANY RIGHTS, REMEDIES,
POWERS AND PRIVILEGES PROVIDED BY LAW.
SECTION 7.08
COUNTERPARTS.
THIS AGREEMENT AND ALL CONVEYANCE PAPERS MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS (AND BY DIFFERENT PARTIES ON SEPARATE
COUNTERPARTS), EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER
SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 7.09
BINDING; THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT AND THE
CONVEYANCE PAPERS WILL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
26
SECTION 7.10
MERGER AND INTEGRATION.
EXCEPT AS SPECIFICALLY STATED
OTHERWISE HEREIN, THIS AGREEMENT, AS SUPPLEMENTED BY THE CONVEYANCE PAPERS, SETS
FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT MATTER
HEREOF, AND ALL PRIOR UNDERSTANDINGS, WRITTEN OR ORAL, ARE SUPERSEDED BY THE
THIS AGREEMENT AND THE CONVEYANCE PAPERS.
THIS AGREEMENT AND THE CONVEYANCE
PAPERS