in
electronic (i.e., "pdf" or "tif") format shall be equally effective as delivery
of a manually executed counterpart.
8.
Governing Law.
(a)
THE VALIDITY OF THIS LETTER AGREEMENT, THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO
WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
(b)
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS LETTER AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE
STATE COURTS, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS,
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. EACH OF BORROWER
REPRESENTATIVE, SPECIFIED BANK PRODUCTS PROVIDER, AND ADMINISTRATIVE AGENT
WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO
ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 8(b).
(c)
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
REPRESENTATIVE, SPECIFIED BANK PRODUCTS PROVIDER, AND ADMINISTRATIVE AGENT EACH
HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS LETTER AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF BORROWER
REPRESENTATIVE, SPECIFIED BANK PRODUCTS PROVIDER, AND ADMINISTRATIVE AGENT EACH
REPRESENTS TO THE OTHERS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS LETTER AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
[Signature Pages Follow]
Sincerely,
[SPECIFIED BANK PRODUCTS PROVIDER]
By:
Name:
Title:
Acknowledged, accepted, and agreed
as of the date first written above:
BEACON ROOFING SUPPLY, INC.,
as Borrower Representative
By:
Name:
Title:
Acknowledged, accepted, and
agreed as of _____________, 20__:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:
Name:
Title:
EXHIBIT K
to
Credit Agreement
dated as of October 1, 2015
by and among
Beacon Roofing Supply, Inc.,
as Holdings,
Beacon Sales Acquisition, Inc.
Beacon Leadership Acquisition II, LLC
Roofing Supply Group, LLC
and
the Subsidiaries of Holdings parties thereto
as US Borrowers,
Beacon Roofing Supply Canada Company,
as Canadian Borrower,
the lenders party thereto,
as Lenders,
and
Wells Fargo Bank, National Association,
as Administrative Agent
FORM OF ASSIGNMENT AND ASSUMPTION
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between [INSERT
NAME OF ASSIGNOR] (the "Assignor") and the parties identified on the Schedules
hereto and [the][each]3 Assignee identified on the Schedules hereto as
"Assignee" or as "Assignees" (collectively, the "Assignees" and each, an
"Assignee"). [It is understood and agreed that the rights and obligations of the
Assignees4 hereunder are several and not joint.]5 Capitalized