Borrower agrees that, if so requested by the Lender,
the Borrower will cause all insurance policies, binders and commitments
(including, without limitation, casualty insurance and title insurance) required
by the Loan Documents or other related documents to be delivered to the Lender
to name the Assignee Lender as an additional insured or obligee, as the Lender
may request. Anything in this Agreement to the contrary notwithstanding, and
without the need to comply with any of the formal or procedural requirements of
this Agreement, including this Section 6.5, the Lender may at any time and from
time to time pledge and assign all or any portion of its rights under all or any
of the Loan Documents and other related documents to a Federal Reserve Bank;
provided that no such pledge or assignment shall release the Lender from its
obligations thereunder.
6.6 Successors and Assigns. This Agreement shall become effective when it
shall have been executed by the Borrower and the Lender and thereafter shall be
binding upon and inure to the benefit of the Borrower and the Lender and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein
35
without the prior written consent of the Lender which may be given or denied in
the Lender's sole and absolute discretion.
6.7 Governing Law; Venue. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE
BEEN NEGOTIATED, EXECUTED AND DELIVERED AT, AND SHALL BE DEEMED TO HAVE BEEN
MADE AT, CHICAGO, ILLINOIS. THE LOANS PROVIDED FOR HEREIN ARE TO BE FUNDED AND
REPAID AT, AND THIS AGREEMENT IS OTHERWISE TO BE PERFORMED AT, CHICAGO, ILLINOIS
AND THIS AGREEMENT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS WITHOUT REFERENCE TO: (a) ITS JUDICIALLY OR STATUTORILY PRONOUNCED
RULES REGARDING CONFLICT OF LAWS OR CHOICE OF LAW; (b) WHERE ANY OTHER AGREEMENT
IS EXECUTED OR DELIVERED; (c) WHERE ANY PAYMENT OR OTHER PERFORMANCE REQUIRED BY
ANY SUCH AGREEMENT IS MADE OR REQUIRED TO BE MADE; (d) WHERE ANY BREACH OF ANY
PROVISION OF ANY SUCH AGREEMENT OCCURS, OR ANY CAUSE OF ACTION OTHERWISE
ACCRUES; (e) WHERE ANY ACTION OR OTHER PROCEEDING IS INSTITUTED OR PENDING;
(f) THE NATIONALITY, CITIZENSHIP, DOMICILE, PRINCIPAL PLACE OF BUSINESS, OR
JURISDICTION OR ORGANIZATION OR DOMESTICATION OF ANY PARTY; (g) WHETHER THE LAWS
OF THE FORUM JURISDICTION OTHERWISE WOULD APPLY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF ILLINOIS; OR (h) ANY COMBINATION OF THE FOREGOING. AS PART OF
THE CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED, THE BORROWER RECOGNIZES THAT
THE LENDER'S OFFICE IS LOCATED IN CHICAGO, ILLINOIS AND THAT THE LENDER MAY BE
IRREPARABLY HARMED IF REQUIRED TO INSTITUTE OR DEFEND ANY ACTIONS AGAINST THE
BORROWER IN ANY JURISDICTION OTHER THAN THE NORTHERN DISTRICT OF ILLINOIS OR
COOK COUNTY, ILLINOIS; THEREFORE, THE BORROWER IRREVOCABLY (i) AGREES THAT ANY
SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING TO THE