Common use of Collateral and Guaranties Clause in Contracts

Collateral and Guaranties. (a) Each of the Borrowers shall execute and deliver a Security Agreement in favor of the Lender pursuant to which all of the Obligations shall be secured by the Borrowers' grant to Lender of security interests in all present or future accounts, equipment, fixtures, contract rights, chattel paper, instruments, documents, general intangibles and all other personal property of the Borrowers. CCI and shall execute and deliver in favor of the Lender a Stock Pledge Agreement pursuant to which CCI grants to the Lender, as security for the Obligations, a first priority pledge of and security interest in all of the issued and outstanding shares of capital stock of its Subsidiaries. CCI also shall execute and deliver to the Lender stock powers in blank covering the shares pledged pursuant to the Stock Pledge Agreements, together with the certificates representing such shares, to be held by the Lender, and shall execute and/or deliver any and all financing 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 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 under the Security Agreement 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 and shall deliver any and all certificates representing the shares of stock of such Subsidiary to the Lender for possession by the Lender.

Collateral and Guaranties. (a) Each All of the Borrowers Loans and the other Liabilities shall execute and deliver a be secured pursuant to the Security Agreement which shall be duly executed and delivered by Borrower to Lender in favor of the Lender connection with this Agreement and pursuant to which Lender shall be granted a first-priority security interest in all of the Obligations shall be secured by the Borrowers' grant to Lender of security interests in all 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, general intangibles inventory, equipment, fixtures, leasehold improvements, and other assets and all other personal property proceeds thereof (excluding its Intellectual Property Rights but including the proceeds thereof). In addition, all of the Borrowers. CCI Loans and the other Liabilities shall execute and deliver in favor of the Lender 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 CCI grants to the Lender, as security for the Obligations, Lender shall be granted a first first-priority pledge of and security interest in all of the issued and outstanding shares of 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 Subsidiaries. CCI also 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 execute and deliver pledge all of the capital stock of such Subsidiary to the Lender stock powers in blank covering as additional collateral for the shares pledged pursuant Liabilities, Borrower shall cause such Subsidiary to guaranty the Stock Pledge Agreements, together with repayment of the certificates representing such shares, Liabilities to be held by the 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 and/or deliver (or cause to be executed) any and all financing statements and such statements, fixture filings, certificate of title applications, collateral assignments, stock powers or transfers, or other documents as the Lender may reasonably request from time to time in order to perfect or maintain the perfection and priority of Lender's security interests under interest in the Collateral now or hereafter covered by the Security Agreement, any Stock Pledge Agreement and the or any Subsidiary Security AgreementsAgreement or any additional collateral documents executed by Borrower or any Subsidiary pursuant to this Section 202. (be) In If any of the event CCI creates Collateral will be located on any premises which are leased by Borrower or acquires any new of its Subsidiaries from a third party or, if such premises are owned by Borrower or additional direct one of its Subsidiaries, on which any creditor (other than Lender) holds a security deed, mortgage, or indirect Subsidiary after the date hereof which does not become an additional deed of trust granted by Borrower hereunder pursuant to Section 6.10 hereofor one of its Subsidiaries, Borrowers Borrower shall cause each such new third party lessor 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 creditor to execute in favor of the Lender a Guaranty Agreement Waiver and Consent in substantially the form of Exhibit I attached hereto (or 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 form as the Lender may reasonably request from time be acceptable to time in order to perfect or maintain the perfection of Lender's security interest under the Security Agreement 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 and shall deliver any and all certificates representing the shares of stock of such Subsidiary to the Lender for possession by the Lender).

Collateral and Guaranties. (a) Each The Obligations shall be guaranteed by all the present and future Domestic Subsidiaries of the Borrowers shall execute Borrower pursuant to the Guaranty Agreement. (b) Subject to the terms and deliver a Security Agreement in favor conditions of the Lender pursuant to which all of Post Closing Requirements Agreement, the Obligations also shall be secured by all Collateral covered by the Borrowers' grant Real Estate Collateral Documents and the Security Agreements; provided, however, that so long as no Event of Default is then in existence, Borrower and its Domestic Subsidiaries shall not be required to Lender of security interests in all present or future accounts, equipment, fixtures, contract rights, chattel paper, instruments, documents, general intangibles and all other personal property of the Borrowers. CCI and shall execute and deliver in favor of the Lender a Stock Pledge Agreement pursuant to which CCI grants to the Lender, as security for Agent or any Lender any instrument or chattel paper having an outstanding principal balance of less than $500,000 (other than instruments or chattel paper evidencing Intercompany Loans which shall be required to be delivered to the Obligations, a first priority pledge of Agent). The Borrower and security interest in all of the issued and outstanding shares of capital stock of its Subsidiaries. CCI Domestic Subsidiaries also shall execute and deliver to the Lender stock powers in blank covering the shares pledged pursuant to the Stock Pledge Agreements, together with the certificates representing such shares, to be held by the Lender, and shall execute and/or deliver any and all financing statements statements, fixture filings, notice filings and such other documents as the Lender Agent may reasonably request from time to time in order to perfect or maintain the perfection of Lenderthe Agent's security interests Lien under the Stock Pledge Agreement and the such Security AgreementsDocuments. (bc) The Obligations also shall be secured pursuant to the Pledge Agreements by the perfected pledge and collateral assignment to the Agent of (i) all of the issued and outstanding shares of the capital stock of all the present and future direct or indirect Domestic Subsidiaries of the Borrower and (ii) sixty-six percent (66%) (or such lesser percentage as may be owned) of the issued and outstanding shares of the capital stock of each of the present or future direct or indirect Foreign Subsidiaries of the Borrower. In any such case, Borrower shall, or in the case of any indirect Subsidiary Borrower shall cause the direct parent company of such Domestic Subsidiary or Foreign Subsidiary to, execute and deliver a Pledge Agreement in favor of the Agent together with any and all financing statements, stock certificates, undated blank stock transfer powers and such other documents as the Agent may from time to time reasonably request in order to perfect or maintain the perfection of the Agent's Liens under such Pledge Agreement. (d) Without limiting the generality of the foregoing, Borrower and each Domestic Subsidiary shall execute and deliver to the Agent the Copyright Assignments and the Trademark Security Agreements to secure the Obligations as well as such other documents as the Agent may reasonably require in order to perfect and maintain the perfection of the Agent's Liens on any and all Collateral covered thereby. (e) In the event CCI creates or acquires that any new or additional direct or indirect Person shall become a Subsidiary of Borrower 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, and if and to the extent required by the Lender Required Lenders under Section 6.10 7.10 hereof, to become a Guarantor Borrower shall execute (or cause such other Subsidiary as may be the direct parent company of the Obligations and new Subsidiary to execute in favor of the Lender a Guaranty Agreement (in form and substance satisfactory execute) an amendment or supplement to the Lender) covering all appropriate Pledge Agreement sufficient to subject the stock 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 the Lien of such Pledge Agreement, and Borrower also shall cause each new or additional Subsidiary which is a Domestic Subsidiary to execute an amendment or deliver supplement to each of the Guaranty Agreement so as to become a Guarantor thereunder and the appropriate Security Agreement so as to subject all of its personal property to the Lien thereof as well as any and all financing statements and such other documents and shall take such other actions as the Lender Agent may reasonably request from time to time in order to perfect or maintain the perfection of the Agent's Liens thereunder. (f) Borrower shall use commercially reasonable efforts to cause the lessors of the facilities of the Borrower and its Domestic Subsidiaries listed on Schedule 2 to the Post Closing Requirements Agreement, and the lessors of such comparable facilities as the Required Lenders may reasonably deem appropriate in the future for any new Domestic Subsidiary or operations hereafter acquired or established to execute Lessor Waivers and Consents in favor of the Agent. All deposit accounts of the Borrower and each of its Domestic Subsidiaries listed on Schedule 3 to the Post Closing Requirements Agreement shall be either (1) maintained after February 28, 1997 (or, with the written consent of the Required Lenders, March 31, 1997), with one or more of the following: (i) the Agent, (ii) the Swingline Lender, (iii) any other Lender, and/or (iv) any other commercial bank which (x) is not a creditor of the Borrower or any such Subsidiary (other than in connection with the relevant deposit account or accounts) and (y) has executed and delivered to the Agent a Pledged Deposit Agreement with the Agent and the appropriate Credit Party, or (2) closed on or before the applicable deadline specified above. Notwithstanding anything herein or in any other Credit Document to the contrary, Borrower's security interest and its Domestic Subsidiaries' obligations hereunder and under the Security other Credit Documents to obtain any Lessor Waivers and Consents with respect to any offices or facilities leased by Borrower or any of its Domestic Subsidiaries on the date hereof or any Pledged Deposit Agreements with respect to any deposit accounts maintained by Borrower or any of its Domestic Subsidiaries on the date hereof shall be subject to the terms and conditions of the Post-Closing Requirements Agreement. (g) In the event that after the date of this Agreement executed by such new the Borrower or additional Subsidiary. The Borrowers shall also, immediately upon acquisition any of its Domestic Subsidiaries acquires ownership of any additional real property (other than real property leased by it as a lessee) or any additional United States patents, registered trademarks, registered service marks, federally-registered copyrights or any applications thereof, the Borrower shall promptly give written notice of such Subsidiaryacquisition to the Agent, cause all and if requested by the Agent at the direction of the issued Required Lenders, Borrower shall execute and outstanding capital stock of deliver (or cause such Subsidiary to be added to the Stock Pledge Agreement execute and shall deliver deliver) any and all certificates representing Real Estate Collateral Documents or collateral assignments, security agreements, pledge agreements, financing statements, fixture filings, notice filings or other documents as the shares of stock Agent may reasonably request from time to time in order for the Agent to acquire a Lien on the property so acquired by such Credit Party as additional security for the Obligations or to perfect or maintain the perfection of such Subsidiary to the Lender for possession by the LenderLien.