OF COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
11.06
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING HEREOF.
11.07
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE
56
STATE OF NEW YORK, WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT WOULD
REQUIRE THE APPLICATION OF ANY OTHER LAW.
11.08
JURISDICTION, JURY TRIAL WAIVER, ETC.
(A)
EACH PARTY TO THIS AGREEMENT HEREBY
IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE NOTE, THE OTHER INVESTMENT DOCUMENTS OR ANY
AGREEMENTS OR TRANSACTION CONTEMPLATED HEREBY OR THEREBY MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE PERSONAL
JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY
WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE AN
INCONVENIENT FORUM.
EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 11.02, SUCH SERVICE TO
BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING.
(B)
THE COMPANY, ON BEHALF OF ITSELF AND ITS
SUBSIDIARIES, HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION
OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTE
OR ANY OF THE OTHER INVESTMENT DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.
THE COMPANY, ON
BEHALF OF ITSELF AND ITS SUBSIDIARIES (I) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF WMF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT WMF WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND
(II) ACKNOWLEDGES THAT WMF HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AND
THE OTHER INVESTMENT DOCUMENTS TO WHICH IT IS PARTY BY, AMONG OTHER THINGS, THE
WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
11.09
SEVERABILITY.
IF ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT, OR THE APPLICATION THEREOF IN ANY CIRCUMSTANCE, IS
HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT FOR ANY REASON, THE
VALIDITY, LEGALITY AND ENFORCEABILITY OF ANY SUCH PROVISION IN EVERY OTHER
RESPECT AND OF THE REMAINING PROVISIONS HEREOF SHALL NOT BE IN ANY WAY IMPAIRED,
UNLESS THE PROVISIONS HELD INVALID, ILLEGAL OR UNENFORCEABLE SHALL SUBSTANTIALLY
IMPAIR THE BENEFITS OF THE REMAINING PROVISIONS OF THIS AGREEMENT.
THE PARTIES
HERETO FURTHER AGREE TO REPLACE SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION
OF THIS AGREEMENT WITH A VALID, LEGAL AND ENFORCEABLE PROVISION THAT WILL
ACHIEVE, TO THE EXTENT