invalid term will be considered excluded from this Agreement
and will not invalidate the remaining terms of this Agreement.
11.2 GOVERNING LAW. THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AT
AND SHALL BE DEEMED TO HAVE BEEN MADE AT CINCINNATI, OHIO. THIS AGREEMENT SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF OHIO (WITHOUT REGARD TO OHIO CONFLICTS OF LAW PRINCIPLES).
11.3 WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT
FOR THE SECURED CREDITORS TO EXTEND CREDIT TO BORROWERS, GUARANTORS AND THE
SECURED CREDITORS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR
ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE AND WITHOUT
LIMITATION ON THE ABILITY OF THE SECURED CREDITORS, AND THEIR SUCCESSORS AND
ASSIGNS, TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS
RELATED TO THE REPAYMENT AND COLLECTION OF THE SECURED OBLIGATIONS AND THE
EXERCISE OF ALL OF THE SECURED CREDITORS' RIGHTS AGAINST ANY GUARANTOR WITH
RESPECT THERETO AND ANY SECURITY OR PROPERTY OF ANY GUARANTOR, INCLUDING
DISPOSITIONS OF THE COLLATERAL, SHALL BE INITIATED AND PROSECUTED AS TO ALL
PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. EACH SECURED
CREDITOR AND EACH GUARANTOR CONSENT TO AND SUBMIT TO THE EXERCISE OF
JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI,
OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND EACH CONSENTS THAT ALL
SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO GUARANTORS, C/O
BORROWERS, AT BORROWERS' ADDRESS SET FORTH IN THE CREDIT AGREEMENT AND THE
SECURED CREDITORS AT THEIR ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR AS
OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. EACH GUARANTOR WAIVES
ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.
11.4 Survival and Continuation of Representations and Warranties. All
of Guarantors' representations and warranties contained in, or incorporated by
reference in, this Agreement shall be true and correct in all material respects
when made and shall, for all purposes of this Agreement, be deemed to be
repeated on and as of the date of Guarantors' request for each Loan and shall be
true and correct in all material respects as of each such date.
11.5 Agent's Additional Rights Regarding Collateral. All of the
Secured Obligations shall constitute one obligation secured by all of the
Collateral. In addition to Agent's other rights and remedies under the Loan
Documents, Agent may, in its discretion exercised in good faith, following the
occurrence and during the continuance of any Event of Default which has not been
waived by the Secured Creditors: (i) exchange, enforce, waive or release any of
the Collateral or portion thereof, (ii) apply the proceeds of the Collateral
against the Secured Obligations and direct the order or manner of the
liquidation thereof (including any sale or other disposition) in
accordance with the Credit Agreement