OF THE PARTIES
HERETO IN ACCORDANCE WITH ITS TERMS, AND SHALL REMAIN IN FULL FORCE AND EFFECT
UNTIL SUCH TIME, AFTER THE TERMINATION DATE, AS THE COLLECTION DATE SHALL OCCUR;
PROVIDED, HOWEVER, THAT THE RIGHTS AND REMEDIES WITH RESPECT TO ANY BREACH OF
ANY REPRESENTATION AND WARRANTY MADE BY THE SELLER PURSUANT TO ARTICLE IV AND
THE INDEMNIFICATION AND PAYMENT PROVISIONS OF ARTICLE VIII AND ARTICLE X SHALL
BE CONTINUING AND SHALL SURVIVE ANY TERMINATION OF THIS SALE AGREEMENT.
SECTION 9.05.
GOVERNING LAW; WAIVER OF JURY TRIAL.
THIS SALE AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE INTERESTS OF
THE BUYER IN THE TRANSFERRED ASSETS OR REMEDIES HEREUNDER OR THEREUNDER, IN
RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE
OF NEW YORK.
THE SELLER HEREBY AGREES TO THE JURISDICTION OF ANY FEDERAL COURT
LOCATED WITHIN THE STATE OF NEW YORK, AND WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT
33
ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE SELLER AT
THE ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE
DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN
THE U.S. MAILS, POSTAGE PREPAID, OR, AT THE BUYER'S OPTION, BY SERVICE UPON CT
CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NEW YORK 10019, WHICH THE SELLER
HEREBY IRREVOCABLY APPOINTS AS ITS AGENT FOR THE PURPOSE OF ACCEPTING SERVICE OF
PROCESS.
THE SELLER HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN
THE SELLER AND THE BUYER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS SALE
AGREEMENT.
INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH
TRIAL WITHOUT A JURY.
WITH RESPECT TO THE FOREGOING CONSENT TO JURISDICTION,
THE SELLER HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY
OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE
COURT.
NOTHING IN THIS SECTION 9.05 SHALL AFFECT THE RIGHT OF THE BUYER TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF
THE BUYER TO BRING ANY ACTION OR PROCEEDING AGAINST THE SELLER OR ITS PROPERTY
IN THE COURTS OF ANY OTHER JURISDICTION.
SECTION 9.06.
COSTS, EXPENSES AND TAXES.
(A)
IN ADDITION TO THE RIGHTS OF
INDEMNIFICATION UNDER ARTICLE VIII HEREOF, THE SELLER AGREES TO PAY ON DEMAND
ALL REASONABLE COSTS AND EXPENSES IN CONNECTION WITH THE PREPARATION, EXECUTION,
DELIVERY AND ADMINISTRATION (INCLUDING PERIODIC AUDITING AND ANY REQUESTED
AMENDMENTS, WAIVERS OR CONSENTS) OF THIS SALE AGREEMENT AND THE OTHER DOCUMENTS
TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES
AND OUT-OF-POCKET EXPENSES OF COUNSEL