the relationship between
Lender and such Borrower is that of creditor and debtor and not that of partners
or joint venturers.
This Agreement does not constitute a partnership agreement,
or any other association between Lender and any Borrower.
Each Borrower
acknowledges that Lender has acted at all times only as a creditor to such
Borrower within the normal and usual scope of the activities normally undertaken
by a creditor and in no event has Lender attempted to exercise any control over
such Borrower or its business or affairs.
Each Borrower further acknowledges
that Lender has not taken or failed to take any action under or in connection
with its rights under the Credit Agreement or any of the other Loan Documents
that in any way or to any extent has interfered with or adversely affected such
Borrower's ownership of Collateral.
8.13.
No Effect on Rights Under Intercreditor Agreements.
Lender's
agreement pursuant to Section 3.2 of this Agreement will not extend to any of
Lender's rights or remedies under any Intercreditor Agreement relating to the
Subordinated Indebtedness or the Second Lien Indebtedness which may arise as a
result of the Specified Defaults, it being understood that the Specified
Defaults will at all times constitute Events of Default for purposes of any
applicable Intercreditor Agreement, and Lender will at all times be permitted to
enforce all rights and remedies in respect thereof (including, without
limitation, blocking payments to any holders of the Subordinated Indebtedness or
the Second Lien Indebtedness in accordance with the Intercreditor Agreements).
8.14.
Governing Law: Consent to Jurisdiction and Venue. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THE CREDIT AGREEMENT AND ANY OF THE OTHER LOAN
DOCUMENTS, THIS AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER WILL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
EACH
BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
COOK COUNTY, ILLINOIS WILL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN SUCH BORROWER AND LENDER PERTAINING TO THIS AGREEMENT
OR THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT WILL BE DEEMED
OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN
ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL
OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF LENDER.
EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH BORROWER HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING