AGREEMENTS.
THE OBLIGATIONS AND
AGREEMENTS OF THE BORROWER UNDER THIS SECTION 10.7 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT.
10.8
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.
10.9
CONFIDENTIALITY.
EACH LENDER AGREES TO HOLD ANY
CONFIDENTIAL INFORMATION WHICH IT MAY RECEIVE FROM THE BORROWER PURSUANT TO THIS
AGREEMENT IN CONFIDENCE, EXCEPT FOR DISCLOSURE (I) TO ITS AFFILIATES AND TO
OTHER LENDERS AND THEIR RESPECTIVE AFFILIATES WHO ARE EXPECTED TO BE INVOLVED IN
THE EVALUATION OF SUCH INFORMATION AND WHO ARE ADVISED OF THE CONFIDENTIAL
NATURE OF THE INFORMATION, (II) TO LEGAL COUNSEL, ACCOUNTANTS, AND OTHER
PROFESSIONAL ADVISORS TO SUCH LENDER OR TO A TRANSFEREE, (III) TO REGULATORY
OFFICIALS, (IV) TO ANY PERSON AS REQUESTED PURSUANT TO OR AS REQUIRED BY LAW,
REGULATION, OR LEGAL PROCESS, (V) TO ANY PERSON IN CONNECTION WITH ANY LEGAL
PROCEEDING TO WHICH SUCH LENDER IS A PARTY, (VI) TO SUCH LENDER'S DIRECT OR
INDIRECT CONTRACTUAL COUNTERPARTIES IN HEDGING AGREEMENTS OR TO LEGAL COUNSEL,
ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS TO SUCH COUNTERPARTIES, (VII)
PERMITTED BY SECTION 13.4, AND (VIII) TO RATING REQUIRES IF REQUESTED OR
REQUIRED BY SUCH AGENCIES IN CONNECTION WITH A RATING RELATING TO THE ADVANCES
HEREUNDER.
10.10
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.
10.11
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN THE
BORROWER AND THE LENDERS AND THE ADMINISTRATIVE AGENT SHALL BE SOLELY THAT OF
BORROWER AND LENDER.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE
ANY FIDUCIARY RESPONSIBILITIES TO THE BORROWER. NEITHER THE ADMINISTRATIVE AGENT
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.
10.12
GOVERNING LAW.
ANY DISPUTE BETWEEN THE BORROWER AND
THE ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THE BORROWER AND THE
LENDERS IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS,
AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED
IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS SECTION 105/5-1 ET SEQ.
BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE
OF ILLINOIS.
76
10.13
CONSENT TO JURISDICTION; SERVICE OF PROCESS: JURY
TRIAL.
(A)
NON-EXCLUSIVE JURISDICTION.
THE BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE
BORROWER HEREBY