on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
Section 11.10 Governing Law; Jurisdiction and Venue. THE LENDER ACCEPTS THIS
AGREEMENT AT CINCINNATI, OHIO BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY
DISPUTE BETWEEN BORROWER, LENDER, OR ANY OTHER HOLDER OF SECURED OBLIGATIONS
ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE,
SHALL BE RESOLVED IN ACCORDANCE WITH THE SUBSTANTIVE INTERNAL LAWS AND STATUTES
OF LIMITATION (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE
OF OHIO.
The Lender and Borrower hereby designate all courts of record sitting in
Cincinnati, Ohio, both state and federal, as forums where any action, suit or
proceeding in respect of or arising out of
SUBORDINATED LOAN AND SECURITY AGREEMENT
WR ACQUISITION, INC.
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this Agreement, the Subordinated Note, Loan Documents, or the transactions
contemplated by this Agreement shall be prosecuted as to all parties, its
successors and assigns, and by the foregoing designations the Lender and
Borrower consent to the jurisdiction and venue of such courts. Borrower WAIVES
ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO
JURISDICTION WITHIN THE STATE OF OHIO FOR THE PURPOSES OF LITIGATION TO ENFORCE
SUCH OBLIGATIONS OF SUCH BORROWER.
Section 11.11 Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR
THE LENDER TO EXTEND CREDIT TO BORROWER, AND AFTER HAVING THE OPPORTUNITY TO
CONSULT COUNSEL, BORROWER HEREBY EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN
ANY LAWSUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR ARISING IN ANY WAY FROM
THE OBLIGATIONS.
Section 11.12 Other Waivers. Borrower waives notice of nonpayment, demand,
notice of demand, presentment, protest and notice of protest with respect to the
Obligations, or notice of acceptance hereof, notice of Loan made, credit
extended, Collateral received or delivered, or any other action taken in
reliance hereon, and all other demands and notices of any description, except
such as are expressly provided for herein.
Remainder of page intentionally left blank Signature pages follow
SUBORDINATED LOAN AND SECURITY AGREEMENT
WR ACQUISITION, INC.
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IN WITNESS WHEREOF, the parties have duly executed this Subordinated Loan and
Security Agreement by their duly authorized officers as of the date first above
written.
BORROWER:
WR ACQUISITION, INC.
By:
/s/ William J. Roberts
Name:
William J. Roberts
Title:
President
LENDER:
THE HILLSTREET FUND, L.P.
By:
HillStreet Capital, Inc.
Its:
Investment Manager
By:
/s/ John P. Vota
Name:
John P. Vota
Title:
EVP
SUBORDINATED LOAN AND SECURITY AGREEMENT
WR ACQUISITION, INC.