MAY BE FILED IN ANY
COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING
WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS.
(E)
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
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RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.
EACH PARTY HERETO FURTHER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.
(F)
THIS WAIVER IS 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 13.08
AMENDMENTS; WAIVERS; REMEDIES
CUMULATIVE.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ANY
PROVISION OF THIS AGREEMENT MAY BE MODIFIED OR SUPPLEMENTED ONLY BY AN
INSTRUMENT IN WRITING SIGNED BY EACH OF THE SELLERS, THE AGENT AND THE BUYERS.
ANY PROVISION OF THIS AGREEMENT MAY BE WAIVED BY THE AGENT; PROVIDED, THAT NO
FAILURE OR DELAY ON THE PART OF THE AGENT IN EXERCISING ANY RIGHT, POWER OR
PRIVILEGE HEREUNDER OR UNDER ANY OTHER REPURCHASE DOCUMENT AND NO COURSE OF
DEALING WITH RESPECT TO ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR UNDER ANY
OTHER REPURCHASE DOCUMENT SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR UNDER
ANY OTHER REPURCHASE DOCUMENT PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR
THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER OR THEREUNDER.
THE RIGHTS, POWERS AND REMEDIES HEREIN OR IN ANY OTHER REPURCHASE DOCUMENT
EXPRESSLY PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS, POWERS OR
REMEDIES WHICH THE AGENT OR ANY BUYER WOULD OTHERWISE HAVE.
NO NOTICE TO OR
DEMAND ON ANY SELLER IN ANY CASE SHALL ENTITLE ANY SELLER TO ANY OTHER OR
FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A
WAIVER OF THE RIGHTS OF THE AGENT OR ANY BUYER TO ANY OTHER OR FURTHER ACTION IN
ANY CIRCUMSTANCES WITHOUT NOTICE OR DEMAND.
AN EVENT OF DEFAULT SHALL BE DEEMED
TO BE CONTINUING UNLESS EXPRESSLY WAIVED BY THE AGENT IN WRITING.
SECTION 13.09
INTENT.
(A)
THE PARTIES RECOGNIZE THAT
EACH TRANSACTION IS NOT A "REPURCHASE AGREEMENT" AS THAT TERM IS DEFINED IN
SECTION 101 OF TITLE 11 OF THE UNITED STATES CODE, AS AMENDED (EXCEPT INSOFAR AS
THE SUB-LIMIT OF PURCHASED ASSETS SUBJECT TO SUCH TRANSACTION OR THE TERM OF
SUCH TRANSACTION WOULD RENDER SUCH DEFINITION APPLICABLE), OR A "SECURITIES
CONTRACT" AS