ILLINOIS, WITHOUT OTHERWISE GIVING EFFECT TO ILLINOIS' CONFLICTS OF LAW
PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF LAWS OTHER THAN THE LAWS OF THE
STATE OF ILLINOIS.
72
9.10
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS EXCEPT THAT BORROWER MAY NOT ASSIGN ITS RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE WRITTEN CONSENT OF ALL LENDERS.
9.11
NO FIDUCIARY RELATIONSHIP; LIMITED LIABILITY.
NO
PROVISION IN THE LOAN DOCUMENTS AND NO COURSE OF DEALING BETWEEN THE PARTIES
SHALL BE DEEMED TO CREATE ANY FIDUCIARY DUTY OWING TO BORROWER BY AGENT OR ANY
LENDER.
BORROWER AGREES THAT NEITHER AGENT NOR ANY LENDER SHALL HAVE LIABILITY
TO BORROWER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES
SUFFERED BY BORROWER IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED
TO THE TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP ESTABLISHED BY THE LOAN
DOCUMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH,
UNLESS AND TO THE EXTENT THAT IT IS DETERMINED THAT SUCH LOSSES RESULTED FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY FROM WHICH RECOVERY IS
SOUGHT AS DETERMINED BY A FINAL NON-APPEALABLE ORDER BY A COURT OF COMPETENT
JURISDICTION.
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY LIABILITY WITH
RESPECT TO, AND BORROWER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR, ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY BORROWER IN CONNECTION
WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY.
9.12
CONSTRUCTION.
AGENT, EACH LENDER, BORROWER AND
EACH OTHER CREDIT PARTY ACKNOWLEDGE THAT EACH OF THEM HAS HAD THE BENEFIT OF
LEGAL COUNSEL OF ITS OWN CHOICE AND HAS BEEN AFFORDED AN OPPORTUNITY TO REVIEW
THE LOAN DOCUMENTS WITH ITS LEGAL COUNSEL AND THAT THE LOAN DOCUMENTS SHALL BE
CONSTRUED AS IF JOINTLY DRAFTED BY AGENT, EACH LENDER, BORROWER AND EACH OTHER
CREDIT PARTY.
9.13
CONFIDENTIALITY.
AGENT AND EACH LENDER AGREE TO
KEEP CONFIDENTIAL ANY NON-PUBLIC INFORMATION DELIVERED PURSUANT TO THE LOAN
DOCUMENTS AND TO NOT DISCLOSE SUCH INFORMATION TO PERSONS OTHER THAN TO
POTENTIAL ASSIGNEES OR PARTICIPANTS OR TO PERSONS EMPLOYED BY OR ENGAGED BY
AGENT A LENDER OR A LENDER'S ASSIGNEES OR PARTICIPANTS INCLUDING ATTORNEYS,
AUDITORS, PROFESSIONAL CONSULTANTS, RATING AGENCIES, INSURANCE INDUSTRY
ASSOCIATIONS AND PORTFOLIO MANAGEMENT SERVICES.
THE CONFIDENTIALITY PROVISIONS
CONTAINED IN THIS SECTION 9.13 SHALL NOT APPLY TO DISCLOSURES (I) REQUIRED TO BE
MADE BY AGENT OR ANY LENDER TO ANY REGULATORY OR GOVERNMENTAL AGENCY OR PURSUANT
TO LEGAL PROCESS OR (II) CONSISTING OF GENERAL PORTFOLIO INFORMATION THAT DOES
NOT IDENTIFY BORROWER.
THE OBLIGATIONS OF AGENT AND LENDERS UNDER THIS
SECTION 9.13 SHALL SUPERSEDE AND REPLACE THE OBLIGATIONS OF AGENT AND LENDERS
UNDER ANY CONFIDENTIALITY AGREEMENT IN RESPECT OF THIS FINANCING EXECUTED AND
DELIVERED BY AGENT OR ANY LENDER PRIOR TO THE DATE HEREOF.
9.14
CONSENT TO JURISDICTION.
BORROWER HEREBY
CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN COOK
COUNTY, STATE OF ILLINOIS AND