OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS CONFLICT OF LAWS
PRINCIPLES.
9.GOVERNING LAW; JURISDICTION; ETC. GOVERNING LA JURISDICTION. ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF ILLINOIS SITTING IN CHICAGO OR OF THE UNITED STATES FOR THE NORTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, PLEDGOR
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON‐EXCLUSIVE
JURISDICTION OF THOSE COURTS. PLEDGOR IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER
DOCUMENT RELATED THERETO. PLEDGOR WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
THE LAW OF SUCH STATE.
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT - Exhibit I - Page 2
10.WAIVER OF JURY TRIAL. EACH PARTY 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 AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). PLEDGOR
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON COULD 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 CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as
of the date and year first above written.
PLEDGOR:
,
a
By:
Name: George T. Hicks
Title: Executive Vice President
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this ____ day of
, 201
by George T. Hicks, Executive Vice President of
, a
, on behalf of such
.
WITNESS my hand and official seal.
Notary Public
(SEAL)
Exhibit A to Negative Pledge Agreement
LEGAL DESCRIPTION
Exhibit J
FORM OF PLEDGE AGREEMENT
OWNERSHIP PLEDGE, ASSIGNMENT OF MEMBERSHIP INTERESTS AND
SECURITY AGREEMENT
THIS OWNERSHIP PLEDGE, ASSIGNMENT OF MEMBERSHIP INTERESTS AND SECURITY AGREEMENT
(this "Assignment") is made as of __________________, 201_ by
__________________________________, a ________________________ ("Grantor"), to
and in favor of CAPITAL ONE, NATIONAL ASSOCIATION, a national banking
association, as administrative agent for the Lenders under the hereinafter
described Credit Agreement (together with its successors and assigns in such
capacity, "Administrative Agent"), for the benefit of the Lenders