LENDER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES, LOSSES,
DAMAGES AND CLAIMS OF DAMAGE OR INJURY ASSERTED AGAINST AGENT OR ANY LENDER BY
ANY PERSON ARISING FROM OR INCURRED BY REASON OF THE HANDLING OF THE FINANCING
ARRANGEMENTS OF BORROWERS AS PROVIDED HEREIN, RELIANCE BY AGENT OR ANY LENDER ON
ANY REQUEST OR INSTRUCTION FROM BORROWING AGENT OR ANY OTHER ACTION TAKEN BY
AGENT OR ANY LENDER WITH RESPECT TO THIS SECTION 15.1 EXCEPT DUE TO WILLFUL
MISCONDUCT OR GROSS (NOT MERE) NEGLIGENCE BY THE INDEMNIFIED PARTY (AS
DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE
JUDGMENT).
(C)
ALL OBLIGATIONS SHALL BE JOINT AND SEVERAL,
AND EACH BORROWER SHALL MAKE PAYMENT UPON THE MATURITY OF THE OBLIGATIONS BY
ACCELERATION OR OTHERWISE, AND SUCH OBLIGATION AND LIABILITY ON THE PART OF EACH
BORROWER SHALL IN NO WAY BE AFFECTED BY ANY EXTENSIONS, RENEWALS AND FORBEARANCE
GRANTED TO AGENT OR ANY LENDER TO ANY BORROWER, FAILURE OF AGENT OR ANY LENDER
TO GIVE ANY BORROWER NOTICE OF BORROWING OR ANY OTHER NOTICE, ANY FAILURE OF
AGENT OR ANY LENDER TO PURSUE OR PRESERVE ITS RIGHTS AGAINST ANY BORROWER, THE
RELEASE BY AGENT OR ANY LENDER OF ANY COLLATERAL NOW OR THEREAFTER ACQUIRED FROM
ANY BORROWER, AND SUCH AGREEMENT BY
90
EACH BORROWER TO PAY UPON ANY NOTICE ISSUED PURSUANT THERETO IS UNCONDITIONAL
AND UNAFFECTED BY PRIOR RECOURSE BY AGENT OR ANY LENDER TO THE OTHER BORROWERS
OR ANY COLLATERAL FOR SUCH BORROWER'S OBLIGATIONS OR THE LACK THEREOF.
EACH
BORROWER WAIVES ALL SURETYSHIP DEFENSES.
15.2.
WAIVER OF SUBROGATION.
EACH BORROWER EXPRESSLY
WAIVES ANY AND ALL RIGHTS OF SUBROGATION, REIMBURSEMENT, INDEMNITY, EXONERATION,
CONTRIBUTION OF ANY OTHER CLAIM WHICH SUCH BORROWER MAY NOW OR HEREAFTER HAVE
AGAINST THE OTHER BORROWERS OR OTHER PERSON DIRECTLY OR CONTINGENTLY LIABLE FOR
THE OBLIGATIONS HEREUNDER, OR AGAINST OR WITH RESPECT TO THE OTHER BORROWERS'
PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY PROPERTY WHICH IS COLLATERAL FOR
THE OBLIGATIONS), ARISING FROM THE EXISTENCE OR PERFORMANCE OF THIS AGREEMENT,
UNTIL TERMINATION OF THIS AGREEMENT AND REPAYMENT IN FULL OF THE OBLIGATIONS.
XVI.
MISCELLANEOUS.
16.1.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS APPLIED TO
CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF ILLINOIS.
ANY JUDICIAL
PROCEEDING BROUGHT BY OR AGAINST ANY BORROWER WITH RESPECT TO ANY OF THE
OBLIGATIONS, THIS AGREEMENT, THE OTHER DOCUMENTS OR ANY RELATED AGREEMENT MAY BE
BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF ILLINOIS, UNITED
STATES OF AMERICA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT.
EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND
ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO