SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.
Section 15.12 Right to Trial by Jury. 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 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.
Section 15.13 Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES
OR BY PRIOR OR CONTEMPORANEONS WRITTEN AGREEMENTS. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
[Signature Page Follows]
Guaranty Agreement
-19-
IN WITNESS WHEREOF, each Guarantor has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
HFF PARTNERSHIP HOLDINGS LLC
By:
Name:
Title:
HOLLIDAY GP CORP.
By:
Name:
Title:
HFF LP ACQUISITION LLC
By:
Name:
Title:
Form of Joinder Agreement
F-1
EXHIBIT G
FORM OF JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this "Agreement"), dated as of
,
, is by and between
, a
(the "Subsidiary"), and Bank ofAmerica, N.A., in its
capacity as Administrative Agent under that certain Amended and Restated Credit
Agreement, dated as of February
, 2007 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the "Credit Agreement"), among HOLLIDAY FENOGLIO FOWLER, L.P., a limited
partnership organized under the laws of the State of Texas, ("Borrower" or
"HFF"), the Lenders from time to time party thereto, and Bank of America, N.A.,
as Administrative Agent. Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement.
The Borrower is required by Section 6.11 of the Credit Agreement to cause
each Person that becomes a direct or indirect material domestic subsidiary of a
Loan Party (other than an Excluded Subsidiary) to execute and deliver a Joinder
Agreement in the form hereof.
Accordingly, the applicable Subsidiary hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:
ARTICLE I
JOINDERS
1.1 Guaranty. The Subsidiary hereby (a) acknowledges, agrees and confirms
that, by its execution of this Agreement, the Subsidiary will be deemed to be a
party to the Guaranty Agreement and a "Guarantor" (as such term is defined in
the Guaranty Agreement) for all purposes of the Credit Agreement and the
Guaranty Agreement, and shall