MANDATORY PROVISIONS OF
THE UCC RELATING TO THE LAW OF GOVERNING PERFECTION AND EFFECT OF PERFECTION OR
PRIORITY OF THE SECURITY INTERESTS).
SECTION 16. WAIVER OF JURY TRIAL.
EACH OF THE PARTIES 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
CONTROL AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH
PARTY HERETO (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 CONTROL AGREEMENT BY, AMONG OTHER THINS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO FURTHER REPRESENTS AND
WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.
IN WITNESS WHEREOF, each of the undersigned has caused this Control Agreement to
be duly executed and delivered as of the date first above written.
[NAME OF GRANTOR]
By:
Name:
Title:
BARCLAYS BANK PLC,
as Collateral Agent
By:
Name:
Title:
[NAME OF ISSUER]
By:
Name:
Title:
EXHIBIT C-1
TO GUARANTEE AND COLLATERAL AGREEMENT
FORM OF COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT, dated as of [__________], 20[__] (this
"Agreement"), is made by each of the signatories hereto indicated as a "Grantor"
(each a "Grantor" and collectively, the "Grantors") in favor of BARCLAYS BANK
PLC, as Collateral Agent for the Secured Parties (in such capacity and together
with its successors and assigns in such capacity, the "Agent").
WHEREAS, pursuant to that certain Credit Agreement dated as of May 16, 2013 by
and among TALLGRASS ENERGY PARTNERS, LP, a Delaware Master Limited Partnership
(the "Borrower"), the several banks and other financial institutions or entities
from time to time parties thereto (the "Lenders"), BARCLAYS BANK PLC, as
Administrative Agent and Collateral Agent, and the other parties from time to
time party thereto (as the same may hereafter be amended, restated, supplemented
or otherwise modified from time to time, the "Credit Agreement"), the Lenders
and Issuing Banks have severally agreed to make extensions of credit to the
Borrower upon the terms and conditions set forth therein, to the Borrower; and
WHEREAS, as a condition precedent to the obligation of the Lenders and Issuing
Banks to make their respective extension of credit to the Borrower under the
Credit Agreement, the Grantors entered into a Guarantee and Collateral Agreement
dated as of May 16, 2013 (as amended, restated, supplemented or otherwise
modified from time to time, the "Guarantee and Collateral Agreement") between
each of the Grantors and the Agent, pursuant to which each of the Grantors
assigned, transferred and granted to the Agent,