DESCRIBED ABOVE; (B) CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, TO THE ADDRESS OF SUCH UNDERSIGNED DETERMINED PURSUANT TO THE
FIFTH PRECEDING PARAGRAPH, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS; AND (C) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
21.
WAIVER OF JURY TRIAL.
[EACH OF] THE UNDERSIGNED, AND (BY ACCEPTING THE
BENEFITS HEREOF) EACH OF THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY, HEREBY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AND ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered as of the
date first above written.
[SUBSIDIARY GUARANTOR]
By:
Name Printed:
Title:
EXHIBIT C
FORM OF
SECURITY AGREEMENT
(See Attached)
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") dated as of [______], 20[__] is
[among] [between]
[_____________] ([each a "Debtor" and collectively the
"Debtors"][the "Debtor"]) and BANK OF AMERICA, N.A. ("Bank of America"), in its
capacity as Administrative Agent (as defined below) for the Lenders (as defined
below).
W I T N E S S E T H:
WHEREAS, The Middleby Corporation (the "Parent"), Middleby Marshall Inc. (the
"Company"), various financial institutions and Bank of America, as
administrative agent (in such capacity, the "Administrative Agent"), are parties
to a Fifth Amended and Restated Credit Agreement dated as of August 7, 2012 (the
"Credit Agreement");
WHEREAS, [each][the] Pledgor has guaranteed all obligations of the Company under
the Credit Agreement and certain hedging obligations pursuant to a Subsidiary
Guaranty (the "Subsidiary Guaranty") dated as of the date hereof; and
WHEREAS, the obligations of [each such][the] Pledgor are to be secured pursuant
to this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1.
Definitions; Interpretation.
(a)
When used herein, (i) the terms
Account, Account Debtor, Certificated Security, Chattel Paper, Commodity
Account, Commodity Contract, Deposit Account, Document, Electronic Chattel
Paper, Equipment, Fixture, Goods, Instrument, Inventory, Investment Property,
Money, Proceeds, Security, Security Entitlement, Securities Account and
Uncertificated Security have the respective meanings assigned to such terms in
the UCC (as defined below), (ii) capitalized terms that are not defined have the
meanings assigned to such terms in the Credit Agreement and (iii) the following
terms have the following meanings:
Administrative Agent - see the recitals.
Agreement