by the Credit Agreement; provided that the Borrower
shall have delivered to the Administrative Agent, at least five (5) Business
Days (or such shorter period as may be agreed to by the Administrative Agent in
its sole discretion) prior to the date of the proposed release, a written
request for release identifying the relevant Subsidiary Guarantor and the terms
of the Disposition in reasonable detail, together with a certification by
32
the Borrower stating that such transaction is in compliance with the Credit
Agreement and the other Loan Documents and that the Proceeds of such Disposition
will be applied in accordance therewith.
(c)
Each Grantor acknowledges that it is not authorized
to file any financing statement or amendment or termination statement with
respect to any financing statement originally filed in connection herewith
without the prior written consent of the Administrative Agent subject to such
Grantor's rights under Section 9-509(d)(2) of the New York UCC.
Section 8.16
WAIVER OF JURY TRIAL.
EACH GRANTOR AND
THE ADMINISTRATIVE AGENT 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
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT 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 AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
(signature pages follow)
33
IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
Collateral Agreement to be duly executed and delivered as of the date first
above written.
HEALTHEQUITY, INC.
By:
/s/ Darcy Mott
Name:
Darcy Mott
Title:
Executive Vice President, Treasurer and Chief Financial Officer
WAGEWORKS, INC.
By:
/s/ Darcy Mott
Name:
Darcy Mott
Title:
Chief Financial Officer
[SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT]
WELLS FARGO BANK, N.A., as Administrative Agent
By:
/s/ Teddy Koch
Name:
Teddy Koch
Title:
Director
[SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT]
Exhibit A-1 to
Guarantee and Collateral Agreement
FORM OF [COPYRIGHT][PATENT][TRADEMARK] PROPERTY SECURITY AGREEMENT
This [COPYRIGHT][PATENT][TRADEMARK] SECURITY AGREEMENT, dated as of
,
(as amended, restated, supplemented or otherwise modified from time to time,
this "[Copyright][Patent][Trademark] Security Agreement"), is made by
[
] (the "Grantor") and Wells Fargo Bank, N.A., as Administrative
Agent (in such capacity and together with its successors in such capacity, the
"Administrative Agent") for the Secured Parties (as defined in the Credit
Agreement referred to below).
WHEREAS, HealthEquity, Inc., a Delaware corporation (the "Borrower"), has
entered into a Credit Agreement, dated as of August 30, 2019 (as amended,
restated, supplemented, replaced or otherwise modified from time to