THE BUYER MAY HAVE HAD NOTICE OR
KNOWLEDGE OR REASON TO BELIEVE THAT SUCH REPRESENTATION OR WARRANTY WAS FALSE OR
MISLEADING AT THE TIME SUCH TRANSACTION WAS ENTERED INTO.
11.08
CAPTIONS.
THE TABLE OF CONTENTS AND CAPTIONS AND
SECTION HEADINGS APPEARING HEREIN ARE INCLUDED SOLELY FOR CONVENIENCE OF
REFERENCE AND ARE NOT INTENDED TO AFFECT THE INTERPRETATION OF ANY PROVISION OF
THIS REPURCHASE AGREEMENT.
49
11.09
COUNTERPARTS.
THIS REPURCHASE AGREEMENT MAY BE
EXECUTED BY EACH OF THE PARTIES HERETO ON ANY NUMBER OF SEPARATE COUNTERPARTS,
EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT, AND ANY OF THE PARTIES HERETO
MAY EXECUTE THIS REPURCHASE AGREEMENT BY SIGNING ANY SUCH COUNTERPART. DELIVERY
OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS REPURCHASE AGREEMENT IN
PORTABLE DOCUMENT FORMAT (PDF) OR BY FACSIMILE TRANSMISSION SHALL BE EFFECTIVE
AS DELIVERY OF A MANUALLY EXECUTED ORIGINAL COUNTERPART OF THIS REPURCHASE
AGREEMENT.
11.10
REPURCHASE AGREEMENT CONSTITUTES SECURITY AGREEMENT;
GOVERNING LAW.
THIS REPURCHASE AGREEMENT SHALL BE GOVERNED, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND SHALL
CONSTITUTE A SECURITY AGREEMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL
CODE.
11.11
SUBMISSION TO JURISDICTION; WAIVERS.
EACH SELLER
HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A)
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS REPURCHASE AGREEMENT AND THE OTHER
REPURCHASE DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(B)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING
MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
(C)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH
ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO
ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF
WHICH THE BUYER SHALL HAVE BEEN NOTIFIED; AND
(D)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE
RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.
11.12
WAIVER OF JURY TRIAL. EACH SELLER AND THE BUYER HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS REPURCHASE AGREEMENT,
50
ANY OTHER REPURCHASE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
11.13
ACKNOWLEDGMENTS. EACH SELLER HEREBY ACKNOWLEDGES THAT:
(A)