EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHT, POWER OR REMEDY UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
THE TERMS AND THE PROVISIONS OF THIS
SECTION CONSTITUTE A MATERIAL INDUCEMENT TO LENDERS ENTERING INTO THIS
AGREEMENT.
13.11
GOVERNING LAW.
THIS AGREEMENT AND EACH NOTE SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID
STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
13.12
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS AGREEMENT WHICH
IS 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 OR
AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
13.13
TRANSFERS OF NOTES.
IN THE EVENT THAT THE HOLDER OF ANY NOTE
(INCLUDING ANY LENDER) SHALL TRANSFER SUCH NOTE, IT SHALL IMMEDIATELY ADVISE
ADMINISTRATIVE AGENT AND THE FUNDS ADMINISTRATOR OF SUCH TRANSFER, AND
ADMINISTRATIVE AGENT AND THE BORROWERS SHALL BE ENTITLED CONCLUSIVELY TO ASSUME
THAT NO TRANSFER OF ANY NOTE HAS BEEN MADE BY ANY HOLDER (INCLUDING ANY LENDER)
UNLESS AND UNTIL ADMINISTRATIVE AGENT AND THE FUNDS ADMINISTRATOR SHALL HAVE
RECEIVED WRITTEN NOTICE TO THE CONTRARY.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT OR AS OTHERWISE EXPRESSLY AGREED IN WRITING BY ALL OF THE OTHER
PARTIES HERETO, NO LENDER SHALL, BY REASON OF THE TRANSFER OF A NOTE OR
OTHERWISE, BE RELIEVED OF ANY OF ITS OBLIGATIONS HEREUNDER.
EACH TRANSFEREE OF
ANY NOTE SHALL TAKE SUCH NOTE SUBJECT TO THE PROVISIONS OF THIS AGREEMENT AND TO
ANY REQUEST MADE, WAIVER OR CONSENT GIVEN OR OTHER ACTION TAKEN HEREUNDER, PRIOR
TO THE RECEIPT BY ADMINISTRATIVE AGENT AND THE FUNDS ADMINISTRATOR OF WRITTEN
NOTICE OF SUCH TRANSFER, BY EACH PREVIOUS HOLDER OF SUCH NOTE, AND, EXCEPT AS
EXPRESSLY OTHERWISE PROVIDED IN SUCH TRANSFER, ADMINISTRATIVE AGENT, ANY
BORROWER AND THE FUNDS ADMINISTRATOR SHALL BE ENTITLED CONCLUSIVELY TO ASSUME
THAT THE TRANSFEREE NAMED IN SUCH NOTICE SHALL HEREAFTER BE VESTED WITH ALL
RIGHTS AND POWERS UNDER THIS AGREEMENT WITH RESPECT TO THE PRO RATA SHARE OF THE
LOANS OF THE LENDER NAMED AS THE PAYEE OF THE NOTE WHICH IS THE SUBJECT OF SUCH
TRANSFER.
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13.14
REGISTRY.
THE BORROWERS HEREBY DESIGNATE ADMINISTRATIVE AGENT TO
SERVE AS THE BORROWERS' AGENT, SOLELY FOR PURPOSES OF THIS SECTION 13.14 TO
MAINTAIN A REGISTER (THE "REGISTER") ON WHICH IT WILL RECORD THE LOANS MADE BY
EACH OF THE LENDERS AND EACH REPAYMENT IN RESPECT OF THE PRINCIPAL AMOUNT OF THE
LOANS OF EACH LENDER.
FAILURE TO MAKE ANY SUCH RECORDATION, OR ANY ERROR IN
SUCH RECORDATION SHALL NOT AFFECT ANY BORROWER'S OBLIGATIONS IN RESPECT OF SUCH
LOANS.
WITH RESPECT TO ANY LENDER, THE TRANSFER OF THE RIGHTS TO THE PRINCIPAL
OF, AND INTEREST ON, ANY LOAN SHALL NOT BE EFFECTIVE