Purchaser is, for any reason, compelled by a court
or other tribunal of competent jurisdiction to surrender or disgorge any
payment, interest or other consideration described hereunder to any person
because the same is determined to be void or voidable as a preference,
fraudulent conveyance, impermissible set-off or for any other reason, such
indebtedness or part thereof intended to be satisfied by virtue of such payment,
interest or other consideration will be revived and continue as if such payment,
interest or other consideration had not been received by Purchaser, and Company
will be liable to, and will indemnify, defend and hold Purchaser harmless for,
the amount of such payment or interest surrendered or disgorged. The provisions
of this Section will survive repayment of the Obligations or any termination of
the Purchase Agreement or any other Operative Document.
7.11
Relationship. Company agrees that the relationship between
Purchaser and Company is that of creditor and debtor and not that of partners or
joint venturers. This Agreement does not constitute a partnership agreement or
any other association between Purchaser and Company. Company acknowledges that
Purchaser has acted at all times only as a creditor to Company within the normal
and usual scope of the activities normally undertaken by a creditor and in no
event has Purchaser attempted to exercise any control over Company or its
business or affairs. Company further acknowledges that Purchaser has not taken
or failed to take any action under or in connection with its respective rights
under the Purchase Agreement or any of the other Operative Documents that in any
way or to any extent has interfered with or adversely affected Company's
ownership of Collateral.
8
7.12
Governing Law: Consent to Jurisdiction and Venue. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THE PURCHASE AGREEMENT AND ANY OF THE OTHER
OPERATIVE DOCUMENTS, THIS AGREEMENT, THE PURCHASE AGREEMENT AND THE OTHER
OPERATIVE DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
THEREUNDER WILL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN COOK COUNTY, ILLINOIS WILL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN COMPANY AND PURCHASER PERTAINING TO
THIS AGREEMENT OR THE PURCHASE AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS OR TO
ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PURCHASE AGREEMENT
OR ANY OF THE OPERATIVE DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS
AGREEMENT WILL BE DEEMED OR OPERATE TO PRECLUDE PURCHASER FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS,
TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF PURCHASER. EACH PARTY
HEREUNDER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND HEREBY WAIVES ANY OBJECTION
WHICH IT