HAVE UNDER OR
RELATED TO ANY MORTGAGE GUARANTIES OR INSURANCE (WHETHER ISSUED BY GOVERNMENTAL
AGENCIES OR OTHERWISE
AND INCLUDING, WITHOUT LIMITATION, ANY TITLE INSURANCE)
WITH RESPECT TO ANY OF THE RELEASED ASSETS.
6.
GOVERNING LAW.
THIS AGREEMENT SHALL,
IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF
THE LAWS OF ANY OTHER JURISDICTION.
5
7.
SUBMISSION TO JURISDICTION, ETC.
EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
TO THE EXCLUSIVE PERSONAL JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT A PARTY MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANOTHER
PARTY OR ITS RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.
8.
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND IT SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS
AND UNDERSTANDINGS RELATING TO THE SAME.
9.
MODIFICATIONS.
NO PART OR PROVISION OF
THIS AGREEMENT MAY BE AMENDED, MODIFIED, WAIVED, DISCHARGED OR TERMINATED EXCEPT
BY MUTUAL WRITTEN AGREEMENT OF ALL OF THE PARTIES HERETO.
10.
SECTION HEADINGS AND DEFINED TERMS.
THE
SECTION HEADINGS AND DEFINED TERMS SET FORTH IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL HAVE NO BEARING ON THE CHARACTERIZATION OF ANY
AGREEMENT OR QUALIFICATION OF ANY AGREEMENT.
11.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL AND ALL OF
WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS
AGREEMENT MAY BE EXECUTED AND DELIVERED BY FACSIMILE OR BY EMAIL IN PORTABLE
DOCUMENT FORMAT (PDF).
ANY FACSIMILE OR EMAIL SIGNATURES SHALL HAVE THE SAME
LEGAL EFFECT AS MANUAL SIGNATURES.
12.
FURTHER ASSURANCES; REPURCHASE OBLIGATION;
ETC..
(A) EACH OF IMH, IFC AND IWLG HEREBY AGREE TO EXECUTE AND DELIVER ALL
SUCH OTHER DOCUMENTS AND TO TAKE ALL SUCH OTHER ACTION AS MAY BE REASONABLY
REQUESTED BY UBS, WITHOUT FURTHER CONSIDERATION, IN ORDER TO EFFECTUATE THE
TERMS HEREOF, INCLUDING WITHOUT LIMITATION (I) PREPARING, EXECUTING AND FILING
IN THE APPROPRIATE