venue of any action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
court referred to in clause (h) above. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.
(j)
Each of the parties hereto irrevocably consents to service
of process in the manner provided for notices in Section 10.1 of the Credit
Agreement. Nothing in this Agreement will affect the right of any party hereto
to serve process in any other manner permitted by law.
(k)
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
(l)
This Agreement may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. Delivery of an executed counterpart of a signature page of this
Agreement by facsimile or in electronic (e.g., "pdf" or "tif") format shall be
effective as delivery of a manually executed counterpart of this Agreement.
[Signature pages follow]
IN WITNESS WHEREOF, the undersigned have caused this Subsidiary Joinder
Agreement to be duly executed as of the date first above written.
[NAME OF NEW SUBSIDIARY]
By:
Name:
Title:
Acknowledged and accepted as of the
date first written above:
CITIZENSCIBC BANK USA, N.A.,
as Administrative Agent
By:
Name:
Title:
EXHIBIT H-1
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax
Purposes)
Reference is made to Credit Agreement, dated as of May 16, 2019, among FRANCHISE
GROUP INTERMEDIATE L 2, LLC, a Delaware limited liability company, as
succesorsuccessor in interest to LIBERTY TAX, INC., a Delaware corporation, the
Lenders party thereto and CitizensCIBC Bank, N.A. USA, as Administrative Agent
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"). Capitalized terms used herein and not
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.
Pursuant to the provisions of Section 3.6 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as