and enforcing such reinstatement shall be deemed to be
included as a part of the Obligations.
Section 13.7 Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK.
EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY
OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
Section 13.8 Waivers.
(a) THE SELLER, THE GUARANTORS AND THE PLEDGOR EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO ASSERT A COUNTERCLAIM, OTHER
THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT
BY PURCHASER OR ANY OF ITS AFFILIATES OR AGENTS.
(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY HEREBY WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH
THIS AGREEMENT, THE REPURCHASE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH
TRIAL WITHOUT A JURY.
(c) EXCEPT AS PROHIBITED BY LAW, EACH OF THE SELLER, THE GUARANTORS AND THE
PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION WHATSOEVER INVOLVING THE PURCHASER, ANY AFFECTED PARTY OR ANY
AFFILIATE OF THE FOREGOING ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
Section 13.9 Costs, Expenses and Taxes.
The Seller agrees to pay as and when billed by the Purchaser all of the
reasonable out-of-pocket costs and expenses incurred by the Purchaser in
connection with the development, preparation and execution of, and any
amendment, supplement, extension or modification to, this Agreement, the
Repurchase Documents, any Transaction hereunder and any other documents and
agreements prepared in connection herewith or therewith. The Seller agrees to
pay as and when billed by the Purchaser all of the out-of-pocket costs and
expenses incurred in connection with the consummation and administration of the
transactions contemplated hereby and thereby including, without limitation,
(i) all the reasonable fees, disbursements and expenses of counsel to the
Purchaser and (ii) all the due diligence, inspection, testing, review,
recording, travel, lodging or other administrative costs and expenses incurred
by the Purchaser with respect to the Purchaser's review, consideration and
purchase or proposed purchase of any Mortgage Asset, any Purchased Asset or any
Purchased Item under this Agreement and the other Repurchase Documents
(including any costs necessary or incidental to the execution