IT MAY HAVE TO CLAIM OR RECOVER
IN ANY LITIGATION WHATSOEVER INVOLVING THE DEAL AGENT, THE PURCHASER, ANY
SECURED PARTY OR 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. EACH OF THE SELLER, THE LIMITED GUARANTOR, THE PARENT AND THE
PLEDGOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR THE
DEAL AGENT, THE PURCHASER, ANY SECURED PARTY OR ANY AFFECTED PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE DEAL AGENT, THE PURCHASER, ANY
SECURED PARTY OR ANY AFFECTED PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED UNDER THE
REPURCHASE DOCUMENTS, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
(f) EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER
IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO AND THE PLEDGOR
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL AND OTHER
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
(g) THE WAIVERS SET FORTH IN THIS SECTION 13.8 ARE IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR ANY OF THE OTHER REPURCHASE DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO ANY TRANSACTION ENTERED INTO HEREUNDER. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
Section 13.9 Costs, Expenses and Taxes.
(a) The Seller agrees to pay as and when billed by the Deal Agent, the
Purchaser, the Secured Parties or any Affected Party all of the reasonable
out-of-pocket costs and expenses incurred by the Deal Agent, the Purchaser, the
Secured Parties and/or any Affected Party in connection with the development,
preparation, execution and delivery of, and any amendment, supplement, renewal,
extension or modification to or waiver of, 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 Deal Agent, the Purchaser, any Secured Party and/or any
Affected Party 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 and out-of-pocket expenses of counsel for the Deal Agent, the
Purchaser, the Secured