AGREEMENT IS NOT DATED OR
CONTAINS ANY BLANKS WHEN EXECUTED BY THE BORROWER, THE BANK IS HEREBY
AUTHORIZED, WITHOUT NOTICE TO THE BORROWER, TO DATE THIS AGREEMENT AS OF THE
DATE WHEN IT WAS EXECUTED BY THE BORROWER, AND TO COMPLETE ANY SUCH BLANKS
ACCORDING TO THE TERMS UPON WHICH THIS AGREEMENT IS EXECUTED.
11.9
GOVERNING LAW.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL
BE DELIVERED AND ACCEPTED IN AND SHALL BE DEEMED TO BE CONTRACTS MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS (BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS) APPLICABLE TO CONTRACTS MADE AND TO
BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.
11.10
ENFORCEABILITY.
WHEREVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY,
UNENFORCEABLE OR INVALID UNDER ANY JURISDICTION, SUCH PROVISION SHALL AS TO SUCH
JURISDICTION, BE SEVERABLE AND BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION
OR INVALIDITY, WITHOUT INVALIDATING THE REMAINING PROVISIONS OF THIS AGREEMENT
OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
11.11
SURVIVAL OF BORROWER REPRESENTATIONS.
ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER HEREIN SHALL,
NOTWITHSTANDING ANY INVESTIGATION BY THE BANK, BE DEEMED MATERIAL AND RELIED
UPON BY THE BANK AND SHALL SURVIVE THE MAKING AND EXECUTION OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AND SHALL BE DEEMED TO BE CONTINUING
REPRESENTATIONS AND WARRANTIES UNTIL SUCH TIME AS THE BORROWER HAS FULFILLED ALL
OF ITS OBLIGATIONS TO THE BANK, AND THE BANK HAS BEEN INDEFEASIBLY PAID IN FULL
IN CASH.
THE BANK, IN EXTENDING FINANCIAL ACCOMMODATIONS TO THE BORROWER, IS
EXPRESSLY ACTING AND RELYING ON THE AFORESAID REPRESENTATIONS AND WARRANTIES.
11.12
EXTENSIONS OF BANK'S COMMITMENT.
THIS AGREEMENT SHALL GOVERN THE
TERMS OF (I) ANY EXTENSIONS OR RENEWALS OF THE BANK'S COMMITMENT HEREUNDER, AND
(II) ANY REPLACEMENT NOTE EXECUTED BY THE BORROWER AND ACCEPTED BY THE BANK IN
ITS SOLE AND ABSOLUTE DISCRETION IN SUBSTITUTION FOR ANY NOTE EVIDENCING A LOAN.
35
11.13
TIME OF ESSENCE.
TIME IS OF THE ESSENCE IN MAKING
PAYMENTS OF ALL AMOUNTS DUE THE BANK UNDER THIS AGREEMENT AND IN THE PERFORMANCE
AND OBSERVANCE BY THE BORROWER OF EACH COVENANT, AGREEMENT, PROVISION AND TERM
OF THIS AGREEMENT.
11.14
COUNTERPARTS; FACSIMILE SIGNATURES.
THIS AGREEMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY THE DIFFERENT PARTIES
HERETO ON SEPARATE COUNTERPARTS AND EACH SUCH COUNTERPART SHALL BE DEEMED TO BE
AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE
SAME AGREEMENT.
RECEIPT OF AN EXECUTED SIGNATURE PAGE TO THIS AGREEMENT BY
FACSIMILE OR OTHER ELECTRONIC TRANSMISSION SHALL CONSTITUTE EFFECTIVE DELIVERY
THEREOF. ELECTRONIC RECORDS OF EXECUTED LOAN DOCUMENTS MAINTAINED BY THE BANK
SHALL BE DEEMED TO BE ORIGINALS THEREOF.
11.15
NOTICES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
BORROWER WAIVES ALL NOTICES AND DEMANDS IN CONNECTION WITH THE ENFORCEMENT OF