to this Control Agreement,
or for recognition and enforcement of any judgment in respect thereof, to the
exclusive general jurisdiction of the Courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof.
SECTION 13. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS CONTROL AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
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:
JCF AFFM DEBT HOLDINGS L.P., as
Second Lien Collateral Agent By:
Name:
Title:
[NAME OF ISSUER] By:
Name:
Title:
Exhibit D to
Second Lien Guarantee and Collateral Agreement
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST
GRANTED TO THE SECOND LIEN COLLATERAL AGENT PURSUANT TO THIS AGREEMENT AND THE
GUARANTEE AND COLLATERAL AGREEMENT (AS DEFINED BELOW) AND THE EXERCISE OF ANY
RIGHT OR REMEDY BY THE SECOND LIEN COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE
PROVISIONS OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT, DATED AS OF
SEPTEMBER 30, 2013 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED
FROM TIME TO TIME, THE "INTERCREDITOR AND SUBORDINATION AGREEMENT"), AMONG
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, AS FIRST LIEN COLLATERAL AGENT AND JCF
AFFM DEBT HOLDINGS, L.P., AS SECOND LIEN COLLATERAL AGENT AND CERTAIN OTHER
PERSONS PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME. THE HOLDER OF
ANY OBLIGATIONS HEREUNDER, BY ITS ACCEPTANCE THEREOF, IRREVOCABLY AGREES TO BE
BOUND BY THE PROVISION OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT. IN THE
EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS
AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT
This Deposit Account Control Agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Control Agreement")
dated as of
, 20
(this "Agreement") among
(the "Debtor"), JCF AFFM Debt Holdings L.P., as collateral agent for the benefit
of the Secured Parties referred to in the Guarantee and Collateral Agreement (as
defined herein) (the "Second Lien Collateral Agent"), and
,
in its capacity as a "bank" as defined in Section 9-102 of the UCC (in such
capacity, the "Financial Institution"), is delivered pursuant to Section 5.2 of
the Guarantee and Collateral Agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Guarantee and
Collateral Agreement"), dated as of September 30, 2013, made by the Debtor and
each of the Grantors listed on the signature pages thereto in favor of the
Second Lien Collateral Agent. Capitalized terms used but not defined herein
shall have the meaning assigned thereto in the Guarantee and Collateral
Agreement. All references herein to the "UCC" shall mean the Uniform Commercial
Code as in effect in the State of