TO PAY THE FEES AS PROVIDED IN SECTION 2.09(C) AND THE FEE LETTER REFERRED TO
THEREIN) AND THE LOAN DOCUMENTS CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES
RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL ORAL STATEMENTS AND
PRIOR WRITINGS WITH RESPECT THERETO.
SECTION 11.06
INDEMNITY.
THE BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY, AND
HOLD EACH LENDER HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, JUDGMENTS,
PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES AND COURT
COSTS NOW OR HEREAFTER ARISING FROM THE AFORESAID ENFORCEMENT OF THIS CLAUSE)
ARISING DIRECTLY OR INDIRECTLY FROM THE ACTIVITIES OF THE BORROWER AND ITS
SUBSIDIARIES, ITS PREDECESSORS IN INTEREST, OR THIRD PARTIES WITH WHOM IT HAS A
CONTRACTUAL RELATIONSHIP, OR ARISING DIRECTLY OR INDIRECTLY FROM THE VIOLATION
OF ANY ENVIRONMENTAL PROTECTION, HEALTH, OR SAFETY LAW, WHETHER SUCH CLAIMS ARE
ASSERTED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
THIS INDEMNITY SHALL
SURVIVE TERMINATION OF THIS AGREEMENT.
SECTION 11.07
GOVERNING LAW.
THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (INCLUDING §735ILCS
105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW)
OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.
SECTION 11.08
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF ANY LOAN DOCUMENT
WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE
72
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS OF SUCH LOAN DOCUMENT OR AFFECTING THE
VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 11.09
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES TO THIS AGREEMENT IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 11.10
HEADINGS.
ARTICLE AND SECTION HEADINGS IN THE LOAN DOCUMENTS ARE
INCLUDED IN SUCH LOAN DOCUMENTS FOR THE CONVENIENCE OF REFERENCE ONLY AND SHALL
NOT CONSTITUTE A PART OF THE APPLICABLE LOAN DOCUMENTS FOR ANY OTHER PURPOSE.
SECTION 11.11
SUBMISSION TO JURISDICTION.
THE BORROWER, FOR ITSELF AND FOR
EACH SUBSIDIARY AND GUARANTOR, HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION
OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF
ANY ILLINOIS STATE COURT SITTING IN THE CITY OF CHICAGO FOR PURPOSES OF ALL
LEGAL PROCEEDINGS WHICH MAY ARISE HEREUNDER OR UNDER THE NOTES.
THE BORROWER,
FOR ITSELF AND FOR EACH SUBSIDIARY AND GUARANTOR, IRREVOCABLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT,
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.
THE BORROWER, FOR ITSELF AND FOR EACH SUBSIDIARY AND
GUARANTOR, HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUCH PROCEEDING BY THE
MAILING OF A COPY THEREOF BY REGISTERED OR