PERMITTED BY LAW, ANY OBJECTION THAT IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO IN CLAUSE (b) ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HERETO HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, SUCH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS.
(d) EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO
THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT OR
SUCH GRANTOR IN CONNECTION THEREWITH. EACH PARTY HERETO ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND
EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO ENTERING INTO
THE LOAN DOCUMENTS.
- 50 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.
THE BORROWER: AMERICAN DENTAL PARTNERS, INC. By:
Name:
Title:
HOLDINGS: ADPI HOLDINGS, INC. By:
Name:
Title:
THE SUBSIDIARY GRANTORS: [ADD LIST OF SUBSIDIARY GRANTORS]
Accepted by:
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
By:
Name:
Title:
Pledged Collateral
I. Equity Interests
Grantor
Issuer and Type of
Organization
Certificate Number
Percent of Equity
Interest Owned
Percent of Equity
Interest Pledged
II. Instruments
Grantor
Obligor
Amount of Instrument
Date of Instrument
AMERICAN DENTAL PARTNERS, INC.
AND
ITS SUBSIDIARIES WHICH ARE OR BECOME A PARTY HERETO,
AS GRANTORS
WITH
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT
PLEDGE AND SECURITY AGREEMENT
DATED AS OF
FEBRUARY
, 2012
EXHIBIT D
FORM OF SOLVENCY CERTIFICATE
February [
], 2012
This solvency certificate (this "Certificate") is furnished to the
Administrative Agent and the Lenders pursuant to Section 4.01(n) of the credit
agreement, dated as of February [
], 2012 among JLL Crown Merger Sub, Inc.
(the borrower prior to the Merger), a Delaware corporation, American Dental
Partners, Inc. (the borrower at and after the Merger), a Delaware corporation
(the "Borrower"), ADPI Holdings, Inc., a Delaware corporation, the lenders from
time to time party thereto and KeyBank National Association, as the
administrative agent (the "Administrative Agent"), as the Swing Line Lender and
LC Issuer (the "Credit Agreement"). Unless otherwise defined herein, capitalized
terms used in this Certificate shall have the meanings set forth in the Credit
Agreement.