to Assignee such supplementary
information and reports concerning the Selected Transactions and the related
Transaction Documents as Assignee may reasonably request.
Section 4.11 Conflicts with Purchase Agreement. Notwithstanding anything
contained herein appearing to the contrary, this Agreement shall not be deemed
to alter, amend or modify in any manner the terms and provisions of the Purchase
Agreement.
Section 4.12 Jurisdiction, Forum Selection Venue; Jury Trial Waivers.
SERVICER AND ASSIGNEE (a) AGREE TO SUBMIT THEMSELVES, IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY
JUDGMENT IN RESPECT HEREOF TO EITHER (i) THE JURISDICTION OF THE COURTS OF THE
STATE OF OHIO SITTING IN HAMILTON COUNTY, OHIO, THE COURTS OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF OHIO SITTING IN HAMILTON COUNTY, OHIO,
AND APPELLATE COURTS FROM ANY THEREOF OR (ii) THE JURISDICTION OF THE COURTS OF
THE STATE OF INDIANA SITTING IN VANDERBURGH COUNTY, INDIANA, THE COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF INDIANA SITTING IN
VANDERBURGH COUNTY, INDIANA, AND APPELLATE COURTS FROM ANY THEREOF, (b) CONSENT
THAT ANY ACTION OR PROCEEDING SHALL BE BROUGHT IN SUCH COURTS SITTING IN EITHER
HAMILTON COUNTY, OHIO OR VANDERBURGH COUNTY, INDIANA, 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 SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. SERVICER AND ASSIGNEE
EACH HEREBY UNCONDITIONALLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, ANY DEALINGS BETWEEN THE
PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF, AND/OR THE RELATIONSHIP
THAT IS BEING ESTABLISHED BETWEEN SERVICER AND ASSIGNEE.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
first above written.
OLD NATIONAL BANK (Servicer)
By:
/s/ Christopher A. Wolking
Name:
Christopher A. Wolking
Its:
Sr. Executive Vice President
NATIONAL CITY COMMERCIAL CAPITAL COMPANY, LLC (Assignee)
By:
/s/ Vincent Rinaldi
Name:
Vincent Rinaldi
Its:
Manager
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