Common use of Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process Clause in Contracts

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process. 20 Section 6.10 Headings 20 Section 6.11 Security Interest Absolute 20 Section 6.12 Termination or Release 20 Section 6.13 Additional Grantors 21 Section 6.14 Collateral Agent Appointed Attorney-in-Fact 21 Section 6.15 General Authority of the Collateral Agent 22 Section 6.16 Reasonable Care 22 Section 6.17 Delegation; Limitation 22 Section 6.18 Reinstatement 22 Section 6.19 Miscellaneous 23 Schedule I Subsidiary Parties Schedule II Pledged Equity and Pledged Debt Schedule III Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III Form of Patent Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement SECURITY AGREEMENT dated as of January 30, 2012, among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to the Credit Agreement dated as of January 30, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Summit Materials, LLC, a Delaware limited liability company (the “Borrower”), certain other Guarantors from time to time party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A., as L/C Issuer and Swing Line Lender, and the other agents named therein. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process. 20 21 Section 6.10 6.09. Headings 20 22 Section 6.11 6.10. Security Interest Absolute 20 22 Section 6.12 6.11. Termination or Release 20 22 Section 6.13 6.12. Additional Grantors 21 23 Section 6.14 6.13. Collateral Agent Appointed Attorney-in-Fact 21 23 Section 6.15 6.14. General Authority of the Collateral Agent 22 23 Section 6.16 6.15. Reasonable Care 22 24 Section 6.17 6.16. Delegation; Limitation 22 24 Section 6.18 6.17. Reinstatement 22 24 Section 6.19 6.18. Miscellaneous 23 24 Section 6.19. ABL Intercreditor Agreement 24 Schedules Schedule I Subsidiary Parties Schedule II Pledged Equity and Pledged Debt Schedule III Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III Form of Patent Security Agreement Exhibit IV III Form of Trademark Security Agreement Exhibit V IV Form of Copyright Security Agreement SECURITY AGREEMENT dated as of January 30May 7, 20122015, among the Grantors (as defined below) and Bank of AmericaXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to the Credit Agreement dated as of January 30May 7, 2012 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), ) among Summit Materials, DJO HOLDINGS LLC, a Delaware limited liability company (company, DJO FINANCE LLC, a Delaware limited liability company, the “Borrower”), certain other Guarantors party thereto from time to time party theretotime, Bank of AmericaXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, in its capacity as Administrative Agent and Collateral Agent, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A., as L/C Issuer and Swing Line Lender, and the other agents named therein. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process. 20 Section 6.10 6.09. Headings 20 Section 6.11 6.10. Security Interest Absolute 20 Section 6.12 6.11. Termination or Release 20 21 Section 6.13 6.12. Additional Grantors 21 Section 6.14 6.13. Collateral Agent Appointed Attorney-in-Fact 21 Section 6.15 6.14. General Authority of the Collateral Agent 22 Section 6.16 6.15. Reasonable Care 22 Section 6.17 6.16. Delegation; Limitation 22 Section 6.18 6.17. Reinstatement 22 23 Section 6.19 6.18. Miscellaneous 23 Section 6.19. Intercreditor Agreements 23 Schedules Schedule I Subsidiary Parties Schedule II Pledged Equity and Pledged Debt Schedule III Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III Form of Patent Security Agreement Exhibit IV III Form of Trademark Security Agreement Exhibit V IV Form of Copyright Security Agreement SECURITY AGREEMENT dated as of January 30May 7, 20122015, among the Grantors (as defined below) and Bank of America, N.A., Macquarie US Trading LLC as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to the Credit Agreement dated as of January 30May 7, 2012 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Summit Materials, DJO FINANCE LLC, a Delaware limited liability company (company, DJO HOLDINGS LLC, a Delaware limited liability company, the “Borrower”), certain other Guarantors party thereto from time to time party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agenttime, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A.and Macquarie US Trading LLC, as L/C Issuer Administrative Agent and Swing Line Lender, and the other agents named thereinCollateral Agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process. 20 22 Section 6.10 6.09. Headings 20 23 Section 6.11 6.10. Security Interest Absolute 20 23 Section 6.12 Termination 6.11. Termination, Release or Release 20 Subordination 23 Section 6.13 6.12. Additional Grantors 21 24 Section 6.14 Collateral 6.13. Administrative Agent Appointed Attorney-in-Fact 21 24 Section 6.15 6.14. General Authority of the Collateral Administrative Agent 22 25 Section 6.16 6.15. Reasonable Care 22 25 Section 6.17 6.16. Delegation; Limitation 22 25 Section 6.18 6.17. Reinstatement 22 26 Section 6.19 Miscellaneous 23 6.18. Intercreditor Agreements 26 Schedules Schedule I Subsidiary Parties Schedule II Pledged Equity and Pledged Debt Schedule III Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III Form of Patent Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement FIRST LIEN SECURITY AGREEMENT dated as of January 30July 1, 20122015 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Agreement”), by and among the Grantors (as defined below) and Bank of AmericaXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Collateral Administrative Agent for the Secured Parties (in such capacity and together with its successors and permitted assigns in such capacity, the “Collateral Administrative Agent”). Reference is made to the First Lien Credit Agreement dated as of January 30July 1, 2012 2015 (as amended, restated, amended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Summit MaterialsEMC Acquisition, LLC, a Delaware limited liability company (“Holdings”), Emerging Markets Communications, LLC, a Delaware limited liability company (the “Borrower”), certain the other Guarantors guarantors from time to time party thereto, Bank of AmericaXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent and Collateral AgentSwing Line Lender, each lender from time to time party thereto (collectively, the “Lenders” and and, individually, a “Lender”), Bank of Americaand Xxxxxx Xxxxxxx Bank, N.A., as L/C Issuer and Swing Line Lender, and the other agents named thereinIssuer. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties (as defined below) are affiliates of the Borrower, will derive substantial benefits from the extension of credit to by the Borrower Lenders pursuant to the Credit Agreement, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. It is acknowledged and agreed by all parties hereto that this Agreement is executed and effective on and from the Closing Date. Accordingly, the parties hereto agree as follows:

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process. 20 22 Section 6.10 6.09. Headings 20 22 Section 6.11 6.10. Security Interest Absolute 20 22 Section 6.12 Termination 6.11. Termination, Release or Release 20 Subordination 22 Section 6.13 6.12. Additional Grantors 21 23 Section 6.14 Collateral 6.13. Administrative Agent Appointed Attorney-in-Fact 21 23 Section 6.15 6.14. General Authority of the Collateral Administrative Agent 22 24 Section 6.16 6.15. Reasonable Care 22 25 Section 6.17 6.16. Delegation; Limitation 22 25 Section 6.18 6.17. Reinstatement 22 25 Section 6.19 Miscellaneous 23 6.18. Intercreditor Agreements 25 Schedules Schedule I Subsidiary Parties Schedule II Pledged Equity and Pledged Debt Schedule III Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Perfection Certificate Exhibit III Form of Patent Security Agreement Exhibit IV Form of Trademark Security Agreement Exhibit V Form of Copyright Security Agreement FIRST LIEN SECURITY AGREEMENT dated as of January 30July 1, 20122015 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Agreement”), by and among the Grantors (as defined below) and Bank of AmericaXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Collateral Administrative Agent for the Secured Parties (in such capacity and together with its successors and permitted assigns in such capacity, the “Collateral Administrative Agent”). Reference is made to the First Lien Credit Agreement dated as of January 30July 1, 2012 2015 (as amended, restated, amended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Summit MaterialsEMC Acquisition, LLC, a Delaware limited liability company (“Holdings”), Emerging Markets Communications, LLC, a Delaware limited liability company (the “Borrower”), certain the other Guarantors guarantors from time to time party thereto, Bank of AmericaXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent and Collateral AgentSwing Line Lender, each lender from time to time party thereto (collectively, the “Lenders” and and, individually, a “Lender”), Bank of Americaand Xxxxxx Xxxxxxx Bank, N.A., as L/C Issuer and Swing Line Lender, and the other agents named thereinIssuer. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties (as defined below) are affiliates of the Borrower, will derive substantial benefits from the extension of credit to by the Borrower Lenders pursuant to the Credit Agreement, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. It is acknowledged and agreed by all parties hereto that this Agreement is executed and effective on and from the Closing Date. Accordingly, the parties hereto agree as follows: