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. 21 Section 6.09. Headings 22 Section 6.10. Security Interest Absolute 22 Section 6.11. Termination or Release 22 Section 6.12. Additional Grantors 23 Section 6.13. Collateral Agent Appointed Attorney-in-Fact 23 Section 6.14. General Authority of the Collateral Agent 23 Section 6.15. Reasonable Care 24 Section 6.16. Delegation; Limitation 24 Section 6.17. Reinstatement 24 Section 6.18. Miscellaneous 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 Patent Security Agreement Exhibit III Form of Trademark Security Agreement Exhibit IV Form of Copyright Security Agreement SECURITY AGREEMENT dated as of May 7, 2015, among the Grantors (as defined below) and XXXXX FARGO BANK, 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 May 7, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among DJO HOLDINGS LLC, a Delaware limited liability company, DJO FINANCE LLC, a Delaware limited liability company, the Guarantors party thereto from time to time, XXXXX FARGO BANK, 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”). 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. 21 22 Section 6.09. Headings 22 23 Section 6.10. Security Interest Absolute 22 23 Section 6.11. Termination Termination, Release or Release 22 Subordination 23 Section 6.12. Additional Grantors 23 24 Section 6.13. Collateral Administrative Agent Appointed Attorney-in-Fact 23 24 Section 6.14. General Authority of the Collateral Administrative Agent 23 25 Section 6.15. Reasonable Care 24 25 Section 6.16. Delegation; Limitation 24 25 Section 6.17. Reinstatement 24 26 Section 6.18. Miscellaneous 24 Section 6.19. ABL Intercreditor Agreement 24 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 III IV Form of Trademark Security Agreement Exhibit IV V Form of Copyright Security Agreement FIRST LIEN SECURITY AGREEMENT dated as of May 7July 1, 20152015 (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 XXXXX FARGO BANKXxxxxx Xxxxxxx Senior Funding, NATIONAL ASSOCIATIONInc., 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 May 7July 1, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) ), among DJO HOLDINGS EMC Acquisition, LLC, a Delaware limited liability companycompany (“Holdings”), DJO FINANCE Emerging Markets Communications, LLC, a Delaware limited liability companycompany (the “Borrower”), the Guarantors party thereto other guarantors from time to timetime party thereto, XXXXX FARGO BANKXxxxxx Xxxxxxx Senior Funding, NATIONAL ASSOCIATIONInc., in its capacity as Administrative Agent and Collateral AgentSwing Line Lender, and each lender from time to time party thereto (collectively, the “Lenders” and and, individually, a “Lender”), and Xxxxxx Xxxxxxx Bank, N.A., as L/C Issuer. 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. 21 22 Section 6.09. Headings 22 Section 6.10. Security Interest Absolute 22 Section 6.11. Termination Termination, Release or Release Subordination 22 Section 6.12. Additional Grantors 23 Section 6.13. Collateral Administrative Agent Appointed Attorney-in-Fact 23 Section 6.14. General Authority of the Collateral Administrative Agent 23 24 Section 6.15. Reasonable Care 24 25 Section 6.16. Delegation; Limitation 24 25 Section 6.17. Reinstatement 24 25 Section 6.18. Miscellaneous 24 Section 6.19. ABL Intercreditor Agreement 24 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 III IV Form of Trademark Security Agreement Exhibit IV V Form of Copyright Security Agreement FIRST LIEN SECURITY AGREEMENT dated as of May 7July 1, 20152015 (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 XXXXX FARGO BANKXxxxxx Xxxxxxx Senior Funding, NATIONAL ASSOCIATIONInc., 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 May 7July 1, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) ), among DJO HOLDINGS EMC Acquisition, LLC, a Delaware limited liability companycompany (“Holdings”), DJO FINANCE Emerging Markets Communications, LLC, a Delaware limited liability companycompany (the “Borrower”), the Guarantors party thereto other guarantors from time to timetime party thereto, XXXXX FARGO BANKXxxxxx Xxxxxxx Senior Funding, NATIONAL ASSOCIATIONInc., in its capacity as Administrative Agent and Collateral AgentSwing Line Lender, and each lender from time to time party thereto (collectively, the “Lenders” and and, individually, a “Lender”), and Xxxxxx Xxxxxxx Bank, N.A., as L/C Issuer. 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. 21 20 Section 6.09. 6.10 Headings 22 20 Section 6.10. 6.11 Security Interest Absolute 22 20 Section 6.11. 6.12 Termination or Release 22 20 Section 6.12. 6.13 Additional Grantors 23 21 Section 6.13. 6.14 Collateral Agent Appointed Attorney-in-Fact 23 21 Section 6.14. 6.15 General Authority of the Collateral Agent 23 22 Section 6.15. 6.16 Reasonable Care 24 22 Section 6.16. 6.17 Delegation; Limitation 24 22 Section 6.17. 6.18 Reinstatement 24 22 Section 6.18. 6.19 Miscellaneous 24 Section 6.19. ABL Intercreditor Agreement 24 Schedules 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 III IV Form of Trademark Security Agreement Exhibit IV V Form of Copyright Security Agreement SECURITY AGREEMENT dated as of May 7January 30, 20152012, among the Grantors (as defined below) and XXXXX FARGO BANKBank of America, NATIONAL ASSOCIATIONN.A., as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”). Reference is made to the Credit Agreement dated as of May 7January 30, 2015 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) ), among DJO HOLDINGS Summit Materials, LLC, a Delaware limited liability companycompany (the “Borrower”), DJO FINANCE LLC, a Delaware limited liability company, the certain other Guarantors party thereto from time to timetime party thereto, XXXXX FARGO BANKBank of America, NATIONAL ASSOCIATIONN.A., 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. 21 20 Section 6.09. Headings 22 20 Section 6.10. Security Interest Absolute 22 20 Section 6.11. Termination or Release 22 21 Section 6.12. Additional Grantors 23 21 Section 6.13. Collateral Agent Appointed Attorney-in-Fact 23 21 Section 6.14. General Authority of the Collateral Agent 23 22 Section 6.15. Reasonable Care 24 22 Section 6.16. Delegation; Limitation 24 22 Section 6.17. Reinstatement 24 23 Section 6.18. Miscellaneous 24 23 Section 6.19. ABL Intercreditor Agreement 24 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 Patent Security Agreement Exhibit III Form of Trademark Security Agreement Exhibit IV Form of Copyright Security Agreement SECURITY AGREEMENT dated as of May 7, 2015, among the Grantors (as defined below) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, 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 May 7, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) ), among DJO FINANCE LLC, a Delaware limited liability company, DJO HOLDINGS LLC, a Delaware limited liability company, DJO FINANCE LLC, a Delaware limited liability company, the other Guarantors party thereto from time to time, XXXXX FARGO BANK, 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”), and Macquarie US Trading LLC, as Administrative Agent and Collateral 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: