DIRECTED, OF ADDRESSES OF ITS LENDING
OFFICE, OF PAYMENT INSTRUCTIONS IN RESPECT OF ALL PAYMENTS TO BE MADE TO IT
HEREUNDER AND OF SUCH OTHER ADMINISTRATIVE INFORMATION AS THE AGENT SHALL
REASONABLY REQUEST.
9.12
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY
ONE OR MORE OF THE PARTIES TO THIS AGREEMENT IN ANY NUMBER OF SEPARATE
COUNTERPARTS, EACH OF WHICH, WHEN SO EXECUTED, SHALL BE DEEMED AN ORIGINAL, AND
ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE BUT ONE
AND THE SAME INSTRUMENT.
A SET OF THE COPIES OF THIS AGREEMENT SIGNED BY ALL
THE PARTIES SHALL BE LODGED WITH EACH OF THE BORROWER AND THE AGENT.
66
9.13
SEVERABILITY; FACSIMILE SIGNATURE.
THE
ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT OR ANY
INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER SHALL NOT IN ANY WAY AFFECT OR IMPAIR
THE LEGALITY OR ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT OR
ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER.
ANY LOAN DOCUMENT, OR OTHER
AGREEMENT, DOCUMENT OR INSTRUMENT, DELIVERED BY FACSIMILE TRANSMISSION SHALL
HAVE THE SAME FORCE AND EFFECT AS IF THE ORIGINAL THEREOF HAD BEEN DELIVERED.
9.14
CAPTIONS.
THE CAPTIONS AND HEADINGS OF THIS
AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF THIS AGREEMENT.
9.15
INDEPENDENCE OF PROVISIONS.
THE PARTIES HERETO
ACKNOWLEDGE THAT THIS AGREEMENT AND OTHER LOAN DOCUMENTS MAY USE SEVERAL
DIFFERENT LIMITATIONS, TESTS OR MEASUREMENTS TO REGULATE THE SAME OR SIMILAR
MATTERS, AND THAT SUCH LIMITATIONS, TESTS AND MEASUREMENTS ARE CUMULATIVE AND
MUST EACH BE PERFORMED, EXCEPT AS EXPRESSLY STATED TO THE CONTRARY IN THIS
AGREEMENT.
9.16
INTERPRETATION.
THIS AGREEMENT IS THE RESULT OF
NEGOTIATIONS AMONG AND HAS BEEN REVIEWED BY COUNSEL TO THE AGENT, THE BORROWER
AND OTHER PARTIES HERETO, AND IS THE PRODUCT OF ALL PARTIES HERETO.
ACCORDINGLY, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL NOT BE CONSTRUED
AGAINST THE LENDERS OR THE AGENT MERELY BECAUSE OF THE AGENT'S OR LENDERS'
INVOLVEMENT IN THE PREPARATION OF SUCH DOCUMENTS AND AGREEMENTS.
9.17
NO THIRD PARTIES BENEFITED.
THIS AGREEMENT IS
MADE AND ENTERED INTO FOR THE SOLE PROTECTION AND LEGAL BENEFIT OF THE BORROWER,
THE LENDERS AND THE AGENT, AND THEIR PERMITTED SUCCESSORS AND ASSIGNS, AND NO
OTHER PERSON SHALL BE A DIRECT OR INDIRECT LEGAL BENEFICIARY OF, OR HAVE ANY
DIRECT OR INDIRECT CAUSE OF ACTION OR CLAIM IN CONNECTION WITH, THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS.
NEITHER THE AGENT NOR ANY LENDER SHALL HAVE
ANY OBLIGATION TO ANY PERSON NOT A PARTY TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS.
9.18
GOVERNING LAW AND JURISDICTION.
(A)
THIS AGREEMENT AND EACH NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE
STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES; PROVIDED, THAT
THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(B)
THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT
SITTING IN CHICAGO, ILLINOIS IN