Calyon New York Branch
Calyon New York Branch Building
1301 Avenue of the Americas
New York, New York 10019
Attention:
Matthew Croghan
Telephone:
(212) 261-7819
Telecopy:
(212) 459-3258
Payment Information:
Calyon New York Branch
ABA 026-008-073
for the account of
Atlantic Asset Securitization Corp.
Account No. 01-25680-0001-00-001
Attention:
Elaine Constantine
If to the Surety Provider:
Ambac Assurance Corporation.
One State Street Plaza, 19th Floor
New York, New York 10004
Attention: Structured Finance -Mortgage-Backed Securities
Telephone:
(212) 208-3387
Telecopy:
(212) 363-1459
SECTION 8.4.
GOVERNING LAW; SUBMISSION TO
JURISDICTION; INTEGRATION.
(A)
THIS LOAN AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
THE
BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE
COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT, ANY OTHER OPERATIVE DOCUMENT
OR
40
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTHING IN THIS SECTION 8.4
SHALL AFFECT THE RIGHT OF THE AGENT, THE MANAGING AGENTS, THE LENDERS, THE
SURETY PROVIDER OR ANY BANK INVESTOR TO BRING ANY ACTION OR PROCEEDING AGAINST
THE BORROWER, OR ANY OF ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.
(B)
EACH OF THE PARTIES HERETO HEREBY WAIVES ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH,
RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH
THIS LOAN AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS.
(C)
THIS LOAN AGREEMENT CONTAINS THE FINAL AND
COMPLETE INTEGRATION OF ALL PRIOR EXPRESSIONS BY THE PARTIES HERETO WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF SUPERSEDING ALL PRIOR
ORAL OR WRITTEN UNDERSTANDINGS.
SECTION 8.5.
SEVERABILITY; COUNTERPARTS.
THIS
LOAN AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT
PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE
DEEMED TO BE AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE
ONE AND THE SAME AGREEMENT.
ANY PROVISIONS OF THIS LOAN AGREEMENT WHICH ARE
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
DELIVERY BY FACSIMILE
OF AN EXECUTED SIGNATURE PAGE OF THIS LOAN AGREEMENT SHALL BE EFFECTIVE AS
DELIVERY