upon and inure to the benefit
of the respective successors, assigns, heirs, beneficiaries and representatives
of Borrower and Lender; provided, that Borrower may not assign or transfer any
of its rights under this Agreement without the prior written consent of Lender,
and any prohibited assignment shall be void.
No consent by Lender to any
assignment shall release Borrower from its liability for any of the
obligations.
Lender shall have the right to assign all or any of its rights and
obligations under this Agreement and any related document or agreement, to one
or more other Persons, and Borrower agrees to execute all agreements,
instruments and documents requested by Lender in connection with each such
assignment and participation.
7.8.
Headings; Construction.
Section and subsection headings are used in this Agreement only for convenience
and do not affect the meanings of the provisions that they precede.
17
7.9.
Governing law; Consent to Forum, etc.
THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED, AND SHALL BE DEEMED
TO HAVE BEEN MADE, IN MILWAUKEE WISCONSIN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN.
THE BORROWER HEREBY
CONSENTS AND AGREES THAT THE STATE AND FEDERAL COURTS LOCATED IN [
]
COUNTY, WISCONSINOR ANY STATE IN WHICH ANY OF THE COLLATERAL IS LOCATED SHALL
HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN BORROWER AND LENDER PER­TAINING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENTS OR ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS.
EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDIC­TION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND WAIVES ANY
OBJECTION WHICH SUCH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS.
EACH BORROWER ALSO AGREES THAT ANY
CLAIM OR DISPUTE BROUGHT BY SUCH BORROWER AGAINST LENDER PURSUANT TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY MATTER ARISING OUT OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL
COURTS LOCATED IN [
] COUNTY, WISCONSIN.
EACH BORROWER HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS MAY BE MADE IN THE MANNER AND SHALL BE DEEMED RECEIVED AS SET FORTH IN
SECTION 7.1 FOR NOTICES, TO THE EXTENT PERMITTED BY LAW.
NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF LENDER TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE
ENFORCEMENT BY LENDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE
TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE THE SAME IN ANY OTHER
APPROPRIATE FORUM OR JURISDICTION.
7.10.
Waiver of Jury Trial, etc.
BORROWER WAIVES (I) THE RIGHT TO TRIAL BY JURY (WHICH LENDER ALSO WAIVES) IN ANY
ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF