in Chicago, Illinois are not
required or authorized to be closed.
11.10 Time of Essence. Time is of the essence of this Agreement and the other
Loan Documents and the performance of each of the covenants and agreements
contained herein and therein.
11.11 CONSENT TO JURISDICTION. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF
ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS
AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER EXPRESSLY SUBMITS AND
CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER,
AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE
TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
11.12 WAIVER OF JURY TRIAL. BORROWER, AGENT AND LENDER HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. BORROWER, AGENT AND
LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS RELIED ON THIS WAIVER IN ENTERING
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT EACH OF THEM WILL
CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER,
AGENT AND LENDER WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF
REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
11.13 Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall constitute an original, and together shall constitute one
and the same instrument.
11.14 Entire Agreement. This Agreement and the other Loan Documents embody the
entire agreement among the parties hereto and supercede all prior commitments,
agreements, representations and understandings, whether written or oral,
relating to the subject matter hereof, and may not be contradicted or varied by
evidence of prior, contemporaneous, or subsequent oral agreements or discussions
of the parties hereto.
11.15 Confidentiality. Agent and Lender agrees that it will take all reasonable
steps to keep confidential any proprietary information given to it by Borrower,
including, without limitation, business plans and customer lists; provided,
however, that this restriction shall not apply to information which (i) has at
the time in question entered the public domain, (ii) is required to be disclosed
by law, (iii) is disclosed to Agent's or Lender's auditors, attorneys, or agents
(provided the same are instructed to and agree to be bound by the terms of this
Section 11.15), (iv) in Agent's or Lender's reasonable judgment is customarily
furnished to any Lender or to any purchaser or prospective purchaser of
participations or other