other manner permitted by law.
SECTION 17.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY 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.
SECTION 18.
Right of Setoff.
If an Event of Default shall have
occurred and be continuing, each of the Administrative Agent and the Lenders
(and each of their respective Affiliates) is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Person to or
for the credit or the account of the Guarantor against any or all the
obligations of the Guarantor now or hereafter existing under this Agreement due
and payable to such Person, irrespective of whether or not such Person shall
have made any demand under this Agreement and although such deposits or other
obligations may be unmatured. Such Person agrees promptly to notify the Borrower
and the Administrative Agent after any such set off and application made by such
Person; provided, that the failure to give such notice shall not affect the
validity of such setoff and application made pursuant to the terms hereof. The
rights of each Person under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Person may have.
4
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
JANUS CAPITAL MANAGEMENT LLC,
By:
JANUS CAPITAL GROUP INC., as
managing member,
Name:
Title:
[Signature page to Guarantee Agreement]
By:
JPMORGAN CHASE BANK, N.A., as
Administrative Agent,
Name:
Title:
[Signature page to Guarantee Agreement]
Schedule 2.01
Commitments
Lender
Commitment
JPMorgan Chase Bank, N.A.
$ 30,000,000
Bank of America, N.A.
$ 30,000,000
State Street Bank and Trust Company
$ 20,000,000
Citibank, N.A.
$ 20,000,000
Total:
$
100,000,000
Schedule 3.07
Subsidiaries
Company
Jurisdiction of
Organization
Owner(s)
% Equity
Interests
Owned*
Capital Group Partners, Inc.
New York
Janus Capital Group Inc.
100.0%
INTECH Investment Management, LLC
Delaware
Janus Capital Management LLC
94.5%
Janus Capital Asia Limited
Hong Kong
Janus International Holding LLC
100.0%
Janus Capital International Limited
England/Wales
Janus International Holding LLC
100.0%
Janus Capital Management LLC
Delaware
Janus Capital Group Inc.
95.0%
Janus