SELLER PURSUANT TO ARTICLE IV AND ARTICLE VIII SHALL BE CONTINUING AND SHALL
SURVIVE ANY TERMINATION OF THIS RECEIVABLES PURCHASE AGREEMENT.
SECTION 11.05.
GOVERNING LAW; WAIVER OF JURY TRIAL.
THIS RECEIVABLES PURCHASE
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE INTERESTS OF THE COLLATERAL AGENT IN THE COLLATERAL OR REMEDIES
49
HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
THE SELLER HEREBY AGREES TO THE
JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK, AND
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL
SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE SELLER AT THE
ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE
DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN
THE U.S. MAILS, POSTAGE PREPAID, OR, AT THE OPTION OF THE COLLATERAL AGENT, BY
SERVICE UPON CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NEW YORK 10019,
WHICH THE SELLER HEREBY IRREVOCABLY APPOINTS AS ITS AGENT FOR THE PURPOSE OF
ACCEPTING SERVICE OF PROCESS.
THE SELLER HEREBY WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN THE SELLER AND ANY PURCHASER OR ANY AGENT ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN
CONNECTION WITH THIS RECEIVABLES PURCHASE AGREEMENT.
INSTEAD, ANY DISPUTE
RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.
WITH
RESPECT TO THE FOREGOING CONSENT TO JURISDICTION, THE SELLER HEREBY WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.
NOTHING IN THIS
SECTION 11.05 SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY
PURCHASER OR ANY AGENT TO BRING ANY ACTION OR PROCEEDING AGAINST THE SELLER OR
ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.
SECTION 11.06.
COSTS, EXPENSES AND TAXES.
(A)
THE SELLER AGREES TO PAY ON
DEMAND ALL REASONABLE COSTS AND EXPENSES IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY AND ADMINISTRATION (INCLUDING PERIODIC AUDITING FEES AS
PROVIDED FOR IN SECTION 5.01(C) AND ANY REQUESTED AMENDMENTS, WAIVERS OR
CONSENTS) OF THIS RECEIVABLES PURCHASE AGREEMENT, THE ING PURCHASE AGREEMENT AND
THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT LIMITATION,
THE REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL FOR THE PURCHASERS,
THE AGENTS AND ING WITH RESPECT THERETO AND WITH RESPECT TO ADVISING THE
PURCHASERS, THE AGENTS AND ING AS TO THEIR RESPECTIVE RIGHTS AND REMEDIES UNDER
THIS RECEIVABLES PURCHASE AGREEMENT OR THE ING PURCHASE AGREEMENT, AND THE OTHER
AGREEMENTS EXECUTED PURSUANT HERETO