SHALL TOGETHER CONSTITUTE BUT ONE AND THE
SAME AGREEMENT.
RECEIPT BY TELECOPY OF ANY EXECUTED SIGNATURE PAGE TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL CONSTITUTE EFFECTIVE DELIVERY OF SUCH
SIGNATURE PAGE.
8.8
SEVERABILITY.
THE ILLEGALITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT OR ANY INSTRUMENT OR
AGREEMENT REQUIRED HEREUNDER SHALL NOT IN ANY WAY AFFECT OR IMPAIR THE LEGALITY
OR ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT OR ANY
INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER.
8.9
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE OTHER LOAN DOCUMENTS, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING
AMONG THE PARTIES HERETO AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS
AND UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF AND ANY PRIOR ARRANGEMENTS MADE WITH RESPECT TO THE
PAYMENT BY ANY GRANTOR OF (OR ANY INDEMNIFICATION FOR) ANY FEES, COSTS OR
EXPENSES PAYABLE TO OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF THE
ADMINISTRATIVE AGENT OR THE LENDERS.
8.10
SUCCESSORS; ASSIGNS.
THIS AGREEMENT SHALL
BE BINDING UPON GRANTORS, THE LENDERS AND THE ADMINISTRATIVE AGENT AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE
GRANTORS, THE LENDERS AND THE ADMINISTRATIVE AGENT AND THE SUCCESSORS AND
ASSIGNS OF THE LENDERS AND THE ADMINISTRATIVE AGENT.
NO OTHER PERSON SHALL BE A
DIRECT OR INDIRECT LEGAL BENEFICIARY OF, OR HAVE ANY DIRECT OR INDIRECT CAUSE OF
ACTION OR CLAIM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS.
NO GRANTOR MAY ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT.
8.11
GOVERNING LAW.
THIS AGREEMENT SHALL BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
8.12
FORUM SELECTION; CONSENT TO JURISDICTION.
ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE
OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION.
EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.
EACH GRANTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS.
EACH
GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY
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OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND