THAT PROVISION IN ANY OTHER
JURISDICTION, AND TO THIS END THE PROVISIONS OF ALL LOAN DOCUMENTS ARE DECLARED
TO BE SEVERABLE.
9.11
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN THE
BORROWER, ON THE ONE HAND, AND THE LENDERS AND THE ADMINISTRATIVE AGENT, ON THE
OTHER, 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.
9.12
CHOICE OF LAW.
THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
9.13
CONSENT TO JURISDICTION.
THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
59
STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE
AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF
ANY OTHER JURISDICTION.
ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE
ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT
OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN
A COURT IN CHICAGO, ILLINOIS.
9.14
WAIVER OF JURY TRIAL.
THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
ARTICLE X
THE ADMINISTRATIVE AGENT
10.1
APPOINTMENT.
KEYBANK NATIONAL ASSOCIATION, IS HEREBY
APPOINTED ADMINISTRATIVE AGENT HEREUNDER AND UNDER EACH OTHER LOAN DOCUMENT, AND
EACH OF THE LENDERS IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT TO ACT AS
THE AGENT OF SUCH LENDER.
THE ADMINISTRATIVE AGENT AGREES TO ACT AS SUCH UPON
THE EXPRESS CONDITIONS CONTAINED IN THIS ARTICLE X.
NOTWITHSTANDING THE USE OF
THE DEFINED TERM "ADMINISTRATIVE AGENT," IT IS EXPRESSLY UNDERSTOOD AND AGREED
THAT THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY FIDUCIARY RESPONSIBILITIES TO
ANY LENDER BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THAT THE
ADMINISTRATIVE AGENT IS MERELY ACTING AS THE CONTRACTUAL REPRESENTATIVE OF THE
LENDERS WITH ONLY THOSE DUTIES AS ARE EXPRESSLY SET