Collateral and Guaranties. (a) All of the Loans and the other Liabilities shall be secured pursuant to the Security Agreement which shall be duly executed and delivered by Borrower to Lender in connection with this Agreement and pursuant to which Lender shall be granted a first-priority security interest in all of Borrower's present or future accounts, contract rights, chattel paper, general intangibles (excluding its Intellectual Property Rights but including the proceeds thereof), instruments, documents, inventory, equipment, fixtures, leasehold improvements, and other assets and all proceeds thereof (excluding its Intellectual Property Rights but including the proceeds thereof). In addition, all of the Loans and the other Liabilities shall also be secured pursuant to a Stock Pledge Agreement which (together with an irrevocable stock power in the form of Exhibit C-2 attached hereto) shall be duly executed and delivered by Borrower to Lender in connection with this Agreement and pursuant to which Lender shall be granted a first-priority security interest in all of the capital stock of CryoLife International and all proceeds thereof. (b) All of the Loans and the other Liabilities shall be fully guaranteed by CryoLife International pursuant to a Subsidiary Guaranty which shall be duly executed and delivered by CryoLife International to Lender in connection with this Agreement. In addition, the obligations of CryoLife International under such Subsidiary Guaranty shall be secured pursuant to a Subsidiary Security Agreement which shall be duly executed and delivered by CryoLife International to Lender in connection with this Agreement, and pursuant to which Lender shall be granted a first-priority security interest in all of CryoLife International's present or future accounts, contract rights, chattel paper, general intangibles (excluding its Intellectual Property Rights but including the proceeds thereof), instruments, documents, inventory, equipment, fixtures, leasehold improvements, and other assets and all proceed thereof. (c) Within ten (10) days after Borrower's creation or acquisition of any Subsidiary, Borrower shall pledge all of the capital stock of such Subsidiary to the Lender as additional collateral for the Liabilities, Borrower shall cause such Subsidiary to guaranty the repayment of the Liabilities to Lender, and Borrower shall cause such Subsidiary to grant to the Lender a first-priority perfected security interest in and lien on all of its assets (excluding its Intellectual Property Rights, but including the proceeds thereof) as additional collateral for the Liabilities, all pursuant to such Subsidiary Guaranties, Subsidiary Security Agreements, Stock Pledge Agreements and other collateral documents as are acceptable in all respects to the Lender. Borrower also shall provide Lender with any and all closing certificates, financing statement filings, opinions of counsel and other closing documents of the types described in Section 605 hereof as the Lender may request with respect to such pledge, guaranty and collateral documents. (d) Borrower shall execute (or cause to be executed) any and all financing statements, fixture filings, certificate of title applications, collateral assignments, stock powers or transfers, or other documents as Lender may reasonably request from time to time in order to perfect or maintain the perfection and priority of Lender's security interest in the Collateral now or hereafter covered by the Security Agreement, any Stock Pledge Agreement or any Subsidiary Security Agreement or any additional collateral documents executed by Borrower or any Subsidiary pursuant to this Section 202. (e) If any of the Collateral will be located on any premises which are leased by Borrower or any of its Subsidiaries from a third party or, if such premises are owned by Borrower or one of its Subsidiaries, on which any creditor (other than Lender) holds a security deed, mortgage, or deed of trust granted by Borrower or one of its Subsidiaries, Borrower shall cause each such third party lessor or creditor to execute in favor of Lender a Waiver and Consent in substantially the form of Exhibit I attached hereto (or in such other form as may be acceptable to Lender).
Appears in 1 contract
Sources: Loan Agreement (Cryolife Inc)
Collateral and Guaranties. (a) All Each of the Loans Borrowers shall execute and deliver a Security Agreement in favor of the other Liabilities Lender pursuant to which all of the Obligations shall be secured pursuant to by the Security Agreement which shall be duly executed and delivered by Borrower Borrowers' grant to Lender in connection with this Agreement and pursuant to which Lender shall be granted a first-priority of security interest interests in all of Borrower's present or future accounts, equipment, fixtures, contract rights, chattel paper, general intangibles (excluding its Intellectual Property Rights but including the proceeds thereof), instruments, documents, inventory, equipment, fixtures, leasehold improvements, and other assets general intangibles and all proceeds thereof (excluding its Intellectual Property Rights but including the proceeds thereof). In addition, all other personal property of the Loans Borrowers. CCI and shall execute and deliver in favor of the other Liabilities shall also be secured pursuant to Lender a Stock Pledge Agreement which (together with an irrevocable stock power in the form of Exhibit C-2 attached hereto) shall be duly executed and delivered by Borrower to Lender in connection with this Agreement and pursuant to which Lender shall be granted CCI grants to the Lender, as security for the Obligations, a first-first priority pledge of and security interest in all of the issued and outstanding shares of capital stock of CryoLife International its Subsidiaries. CCI also shall execute and all proceeds thereof.
(b) All of the Loans and the other Liabilities shall be fully guaranteed by CryoLife International pursuant to a Subsidiary Guaranty which shall be duly executed and delivered by CryoLife International to Lender in connection with this Agreement. In addition, the obligations of CryoLife International under such Subsidiary Guaranty shall be secured pursuant to a Subsidiary Security Agreement which shall be duly executed and delivered by CryoLife International to Lender in connection with this Agreement, and pursuant to which Lender shall be granted a first-priority security interest in all of CryoLife International's present or future accounts, contract rights, chattel paper, general intangibles (excluding its Intellectual Property Rights but including the proceeds thereof), instruments, documents, inventory, equipment, fixtures, leasehold improvements, and other assets and all proceed thereof.
(c) Within ten (10) days after Borrower's creation or acquisition of any Subsidiary, Borrower shall pledge all of the capital stock of such Subsidiary deliver to the Lender as additional collateral for stock powers in blank covering the Liabilitiesshares pledged pursuant to the Stock Pledge Agreements, Borrower shall cause together with the certificates representing such Subsidiary shares, to guaranty be held by the repayment of the Liabilities to Lender, and Borrower shall cause such Subsidiary to grant to the Lender a first-priority perfected security interest in and lien on all of its assets (excluding its Intellectual Property Rights, but including the proceeds thereof) as additional collateral for the Liabilities, all pursuant to such Subsidiary Guaranties, Subsidiary Security Agreements, Stock Pledge Agreements and other collateral documents as are acceptable in all respects to the Lender. Borrower also shall provide Lender with any and all closing certificates, financing statement filings, opinions of counsel and other closing documents of the types described in Section 605 hereof as the Lender may request with respect to such pledge, guaranty and collateral documents.
(d) Borrower shall execute (or cause to be executed) and/or deliver any and all financing statements, fixture filings, certificate of title applications, collateral assignments, stock powers or transfers, or statements and such other documents as the Lender may reasonably request from time to time in order to perfect or maintain the perfection of Lender's security interests under the Stock Pledge Agreement and priority the Security Agreements.
(b) In the event CCI creates or acquires any new or additional direct or indirect Subsidiary after the date hereof which does not become an additional Borrower hereunder pursuant to Section 6.10 hereof, Borrowers shall cause such new or additional Subsidiary, if and to the extent required by the Lender under Section 6.10 hereof, to become a Guarantor of the Obligations and to execute in favor of the Lender a Guaranty Agreement (in form and substance satisfactory to the Lender) covering all of the Obligations and a Security Agreement (in form and substance satisfactory to the Lender) covering the same types of Collateral as are covered by the Security Agreements executed by the Borrowers, and the Borrowers shall cause such new or additional Subsidiary to execute or deliver any and all financing statements and such other documents and shall take such other actions as the Lender may reasonably request from time to time in order to perfect or maintain the perfection of Lender's security interest in the Collateral now or hereafter covered by under the Security AgreementAgreement executed by such new or additional Subsidiary. The Borrowers shall also, immediately upon acquisition of any such Subsidiary, cause all of the issued and outstanding capital stock of such Subsidiary to be added to the Stock Pledge Agreement or and shall deliver any and all certificates representing the shares of stock of such Subsidiary Security Agreement or any additional collateral documents executed to the Lender for possession by Borrower or any Subsidiary pursuant to this Section 202the Lender.
(e) If any of the Collateral will be located on any premises which are leased by Borrower or any of its Subsidiaries from a third party or, if such premises are owned by Borrower or one of its Subsidiaries, on which any creditor (other than Lender) holds a security deed, mortgage, or deed of trust granted by Borrower or one of its Subsidiaries, Borrower shall cause each such third party lessor or creditor to execute in favor of Lender a Waiver and Consent in substantially the form of Exhibit I attached hereto (or in such other form as may be acceptable to Lender).
Appears in 1 contract