PRIOR AGREEMENTS AND
UNDERSTANDINGS BETWEEN THE GRANTOR AND THE LENDER RELATING TO THE COLLATERAL.
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8.16.
CHOICE OF LAW.
THIS SECURITY AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE
LAW OF CONFLICTS) OF THE STATE OF WISCONSIN, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
8.17.
CONSENT TO JURISDICTION.
THE GRANTOR HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR
WISCONSIN STATE COURT SITTING IN WISCONSIN IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE
GRANTOR 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 LENDER TO BRING
PROCEEDINGS AGAINST THE GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION.
ANY
JUDICIAL PROCEEDING BY THE GRANTOR AGAINST THE LENDER OR ANY AFFILIATE OF THE
LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL BE BROUGHT ONLY IN A COURT IN MILWAUKEE, WISCONSIN.
8.18.
WAIVER OF JURY TRIAL. THE GRANTOR AND THE 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 THIS SECURITY AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
8.19.
INDEMNITY.
THE GRANTOR HEREBY AGREES TO INDEMNIFY
THE LENDER, AND ITS SUCCESSORS, ASSIGNS, AGENTS AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL LIABILITIES, DAMAGES, PENALTIES, SUITS, COSTS, AND EXPENSES OF ANY
KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR
PREPARATION THEREFOR WHETHER OR NOT THE LENDER IS A PARTY THERETO) IMPOSED ON,
INCURRED BY OR ASSERTED AGAINST THE LENDER, OR ITS SUCCESSORS, ASSIGNS, AGENTS
AND EMPLOYEES, IN ANY WAY RELATING TO OR ARISING OUT OF THIS SECURITY AGREEMENT,
OR THE MANUFACTURE, PURCHASE, ACCEPTANCE, REJECTION, OWNERSHIP, DELIVERY, LEASE,
POSSESSION, USE, OPERATION, CONDITION, SALE, RETURN OR OTHER DISPOSITION OF ANY
COLLATERAL (INCLUDING, WITHOUT LIMITATION, LATENT AND OTHER DEFECTS, WHETHER OR
NOT DISCOVERABLE BY THE LENDER OR THE GRANTOR, AND ANY CLAIM FOR PATENT,
TRADEMARK OR COPYRIGHT INFRINGEMENT).
8.20.
COUNTERPARTS.
THIS SECURITY AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AGREEMENT, AND ANY OF THE PARTIES HERETO MAY EXECUTE THIS
SECURITY AGREEMENT BY SIGNING ANY SUCH COUNTERPART.
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ARTICLE IX
NOTICES
9.1.
SENDING NOTICES.
ANY NOTICE REQUIRED OR
PERMITTED TO BE GIVEN UNDER THIS SECURITY AGREEMENT SHALL BE SENT IN
ACCORDANCE
WITH SECTION 8.01 OF THE CREDIT AGREEMENT.
9.2.
CHANGE IN ADDRESS FOR NOTICES.
EACH OF THE
GRANTOR AND THE LENDER MAY