the extent specified in the Facility Agreements.
SECTION 7.02
GOVERNING LAW; JURISDICTION.
(a)
THIS LOAN SALE AGREEMENT AND ANY AMENDMENT HEREOF PURSUANT TO
SECTION 7.01 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CHOICE OF LAW
PRINCIPLES) APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN AND THE
OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THIS LOAN SALE AGREEMENT
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
22
(b)
EACH SELLER AND THE PURCHASER HEREBY IRREVOCABLY AND
UNCONDITIONALLY:
(1)
TO THE EXTENT PERMITTED BY LAW, SUBMITS FOR ITSELF AND ITS
PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LOAN SALE AGREEMENT,
OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
NON-EXCLUSIVE PERSONAL 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;
(2)
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;
(3)
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 IN OR PURSUANT TO THIS LOAN SALE AGREEMENT FOR NOTICES; AND
(4)
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.
SECTION 7.03
Notices.
All demands, notices, and communications under or
in connection with this Loan Sale Agreement shall be in writing and shall be
deemed to have been duly given, made and received (i) when delivered against
receipt of registered or certified mail or upon actual receipt of registered or
certified mail, postage prepaid, return receipt requested; (ii) when delivered
by courier with appropriate evidence of receipt; or (iii) upon transmission via
facsimile with appropriate evidence of receipt (a) in the case of each Seller,
at the following address: 33 Maiden Lane, New York, NY 10038, Attention: John R.
Cuti and Michael A. Zigrossi, Fax No.: (212) 651-4689 (b) in the case of the
Trust, c/o the Administrator, at the following address: 33 Maiden Lane, New
York, NY 10038, Attention:
Larry P. Lewis, Fax No.: (212) 651-4689, with a copy
to Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, facsimile number: (302) 636-4140 or (302) 636-4141;
Attention: Corporate Trust Administration, and (c) in the case of the UBS, 1285
Avenue of the Americas, New York, New York 10019, Attention: Robert Carpenter
and George