in this Section shall survive the
resignation of the Administrative Agent, the replacement of any Lender, and the
repayment, satisfaction or discharge of all the other Obligations.
10.7.
NUMBERS OF DOCUMENTS.
ALL STATEMENTS, NOTICES, CLOSING DOCUMENTS,
AND REQUESTS HEREUNDER SHALL BE FURNISHED TO THE ADMINISTRATIVE AGENT WITH
SUFFICIENT COUNTERPARTS SO THAT THE ADMINISTRATIVE AGENT MAY FURNISH ONE TO EACH
OF THE LENDERS.
10.8.
ACCOUNTING.
EXCEPT AS PROVIDED TO THE CONTRARY HEREIN, ALL
ACCOUNTING TERMS USED HEREIN SHALL BE INTERPRETED AND ALL ACCOUNTING
DETERMINATIONS HEREUNDER SHALL BE MADE IN ACCORDANCE WITH GAAP IN A MANNER
CONSISTENT WITH THAT USED IN PREPARING THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 6.4.
IF AT ANY TIME ANY CHANGE IN GAAP WOULD AFFECT THE COMPUTATION OF
ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN ANY LOAN DOCUMENT, AND THE
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BORROWER, THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL SO REQUEST, THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE LOAN PARTIES SHALL NEGOTIATE IN GOOD
FAITH TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF
IN LIGHT OF SUCH CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED
LENDERS), PROVIDED THAT, UNTIL SO AMENDED SUCH RATIO OR REQUIREMENT SHALL
CONTINUE TO BE COMPUTED IN ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND
THE BORROWER SHALL PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS
RECONCILIATION STATEMENTS SHOWING THE DIFFERENCE IN SUCH CALCULATION, TOGETHER
WITH THE DELIVERY OF MONTHLY, QUARTERLY AND ANNUAL FINANCIAL STATEMENTS REQUIRED
HEREUNDER.
10.9.
SEVERABILITY OF PROVISIONS.
ANY PROVISION IN ANY LOAN DOCUMENT
THAT IS HELD TO BE INOPERATIVE, UNENFORCEABLE, OR INVALID IN ANY JURISDICTION
SHALL, AS TO THAT JURISDICTION, BE INOPERATIVE, UNENFORCEABLE, OR INVALID
WITHOUT AFFECTING THE REMAINING PROVISIONS IN THAT JURISDICTION OR THE
OPERATION, ENFORCEABILITY, OR VALIDITY OF THAT PROVISION IN ANY OTHER
JURISDICTION, AND TO THIS END THE PROVISIONS OF ALL LOAN DOCUMENTS ARE DECLARED
TO BE SEVERABLE.
10.10.
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN THE GENERAL
PARTNER AND THE BORROWER, ON THE ONE HAND, AND THE LENDERS, THE ARRANGER AND THE
ADMINISTRATIVE AGENT, ON THE OTHER, SHALL BE SOLELY THAT OF BORROWER AND
LENDER.
NEITHER THE ADMINISTRATIVE AGENT, THE ARRANGER, NOR ANY LENDER SHALL
HAVE ANY FIDUCIARY RESPONSIBILITIES TO THE GENERAL PARTNER AND THE BORROWER.
NEITHER THE ADMINISTRATIVE AGENT, THE ARRANGER, NOR ANY LENDER UNDERTAKES ANY
RESPONSIBILITY TO THE BORROWER TO REVIEW OR INFORM THE BORROWER OF ANY MATTER IN
CONNECTION WITH ANY PHASE OF THE BORROWER'S BUSINESS OR OPERATIONS.
10.11.
PUBLICITY.
THE LENDERS SHALL HAVE THE RIGHT TO DO A TOMBSTONE
PUBLICIZING THE TRANSACTION CONTEMPLATED HEREBY WITHOUT THE CONSENT OF THE
BORROWER OR GENERAL PARTNER.
10.12.
CHOICE OF LAW.
THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
10.13.
CONSENT TO JURISDICTION.
THE GENERAL PARTNER AND THE BORROWER EACH
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED