This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, and all such counterparts shall together constitute
one and the same instrument.
Section 4.
Entire Agreement;
Severability.
This Agreement shall supersede any existing agreements between
the parties containing general terms and conditions for repurchase
transactions.
Each provision and agreement herein shall be treated as separate
and independent from any other provision or agreement herein and shall be
enforceable notwithstanding the unenforceability of any such other provision or
agreement.
Section 5.
Governing Law; Jurisdiction;
Waiver of Trial by Jury.
(a) THIS SERVICER NOTICE AND PLEDGE SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
(b)
SELLER AND SERVICER HEREBY IRREVOCABLY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK, OR
IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS IN ANY ACTION OR
PROCEEDING.
SERVICER HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION THEY MAY HAVE
TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW
YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE PROGRAM
AGREEMENTS.
(c)
SELLER AND SERVICER HEREBY WAIVES TRIAL BY
JURY.
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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by
their respective officers thereunto duly authorized as of the day and year first
above written.
Credit Suisse First Boston Mortgage Capital LLC, as Buyer
By:
Name:
Title:
Excel Mortgage Servicing, Inc., as Seller
By:
Name:
Title:
[UNDERLYING REPURCHASE COUNTERPARTY]
By:
Name:
Title:
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