for in any Assignment.
Section 6.11
Governing Law. This Agreement and any
Assignment shall be governed by the internal substantive laws of the
Commonwealth of Pennsylvania, without regard to principles of conflicts of law
or choice of law.
Section 6.12
Counterparts. This Agreement and any
Assignment may be signed in one or more counterparts (and by different parties
on separate counterparts), each of which shall be an original and all of which
shall be taken together as one and the same agreement.
Section 6.13
Severability. If any provision hereof is void
or unenforceable in any jurisdiction, such voidness or unenforceability shall
not affect the validity or enforceability of (a) such provision in any other
jurisdiction or (b) any other provision herein in such or any other
jurisdiction,
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Section 6.14
Survival of Duties, Warranties and
Representations. Each party hereto covenants that its respective duties,
warranties and representations set forth in this Agreement and in the
Assignment, and in any document delivered or to be delivered in connection
herewith or therewith, shall survive the execution of this Agreement and the
Assignment and the closing of the transactions contemplated hereunder and
thereunder, including but not limited to their applicability in the Program
Agreement, the Service Agreement, and the Reserve Account Agreement.
Section 6.15
Jurisdiction, Forum Selection Venue; Jury
Trial Waivers. SELLER AND PURCHASER (a) AGREE TO SUBMIT FOR THEMSELVES, IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND ANY SCHEDULE OR FOR
RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF OR THEREOF, TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA, THE
COURTS OF THE UNITED STATES OF AMERICA FOR THE EASTERN DISTRICT OF PENNSYLVANIA,
AND APPELLATE COURTS FROM ANY THEREOF, (b) CONSENT THAT ANY ACTION OR PROCEEDING
SHALL BE BROUGHT IN SUCH COURTS, AND WAIVE ANY OBJECTION THAT EACH MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT,
(c) AGREE THAT SERVICE OF PROCESS OF ANY SUCH ACTION OR PROCEEDING MAY BE
EFFECTED BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
PREPAID, TO THE APPROPRIATE PARTY AT ITS ADDRESS AS SET FORTH HEREIN, AND
SERVICE MADE SHALL BE DEEMED TO BE COMPLETED UPON RECEIPT, AND (d) AGREE THAT
NOTHING HEREIN OR IN ANY EXHIBIT OR SCHEDULE SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. SELLER AND PURCHASER
EACH HEREBY UNCONDITIONALLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF,
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DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY SCHEDULE AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS
BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN SELLER AND PURCHASER,
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized officers as