Common use of Collateral Security and Guaranties Clause in Contracts

Collateral Security and Guaranties. (a) The Obligations shall be guaranteed pursuant to the terms of the Guaranty. The Borrower shall notify the Agents of the acquisition or formation of any new Subsidiary not less than five (5) Business Days prior to such acquisition or formation. The Borrower shall, at the request of either Agent, promptly, and in any event within ten (10) Business Days of such request, cause each of its Subsidiaries which is not a Guarantor (a "Non-Guarantor Subsidiary") to (i) execute and deliver to each of the Banks and the Agents a guaranty which is substantially in the form of the Guaranty and which is satisfactory to the Banks and the Agents in all respects and (ii) execute and deliver to each of the Banks and the Agents all other documents and instruments, including, without limitation, corporate authority documents and legal opinions, as the Agents may reasonably request in connection with the delivery of such guaranty; provided, that the provisions of this ss.9 shall not apply to (i) Seabulk Chemical Carriers, Inc., so long as it shall be contractually prohibited from delivering a guaranty of the Obligations or (ii) Seabulk Offshore Chartering, Inc.. (b) The Obligations shall, to the extent required by ss.13.4 hereof, be secured by a first priority perfected preferred mortgage and security interest in favor of the Documentation Agent, for the benefit of the Banks and the Agents, (i) in each of the Vessels listed on Schedule 10.19 and on additional Vessels as may be required by ss.13.4, (ii) in certain other assets of the Borrower and its Subsidiaries relating to such Vessels, including, without limitation, accounts, chattel paper, contract rights, insurance proceeds, inventory, equipment, general intangibles and goods, whether now owned or hereafter acquired, and (iii) a first priority perfected pledge, in favor of the Documentation Agent, for the benefit of the Banks and the Agent, of the capital stock or other equity interests of each Subsidiary which owns a Vessel which is subject to a Vessel Mortgage.

Collateral Security and Guaranties. (a) The Obligations shall be guaranteed pursuant secured by first and prior Liens (subject only to the terms Permitted Liens described in clauses (i) through (ix) and clause (xi) of the Guaranty. The Borrower shall notify the Agents of the acquisition or formation of any new Subsidiary definition thereof) covering and encumbering (i) not less than five eighty percent (580%) Business Days prior to such acquisition or formation. The Borrower shall, at the request of either Agent, promptly, and in any event within ten (10) Business Days of such request, cause each of its Subsidiaries which is not a Guarantor (a "Non-Guarantor Subsidiary") to (i) execute and deliver to each of the Banks and the Agents a guaranty which is substantially in the form Adjusted Engineered Value of the Guaranty and which is satisfactory to the Banks and the Agents in all respects and Borrowing Base Properties, (ii) execute all of the issued and outstanding Capital Stock of each Material Domestic Subsidiary of each Credit Party and not less than sixty-five percent (65%) of the issued and outstanding Capital Stock of each Foreign Subsidiary of each Credit Party, (iii) all partnership interests in the Related Partnerships owned by each Credit Party, to the extent permitted under the partnership agreement of each such Related Partnership, and (iv) all intercompany Indebtedness held by each Credit Party. On the Closing Date, each Credit Party shall deliver to Collateral Agent for the ratable benefit of each of Lender, the Banks Mortgages in form and substance acceptable to the Agents all Administrative Agent and duly executed by such Credit Party, together with such other documents assignments, conveyances, amendments, agreements and instrumentsother writings, including, without limitation, corporate authority documents UCC-1 financing statements (each duly authorized and legal opinionsexecuted, as applicable) as the Agents may reasonably Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens (subject only to Permitted Liens of the type described in clauses (i) through (ix) and clause (xi) of the definition thereof) in the Borrowing Base Properties and other interests of each Credit Party required by this Section 7.1(a). Each Credit Party hereby authorizes Collateral Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in the Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Documents. (b) From time to time after the Closing Date and at such times as the Administrative Agent or Required Lenders shall request (including, without limitation, in connection with any title and curative review and work performed after the Closing Date in connection with the delivery of such guaranty; providedClosing Transactions), that the provisions of this ss.9 each Credit Party shall not apply execute and deliver to (i) Seabulk Chemical Carriers, Inc., so long as it shall be contractually prohibited from delivering a guaranty of the Obligations or (ii) Seabulk Offshore Chartering, Inc.. (b) The Obligations shall, to the extent required by ss.13.4 hereof, be secured by a first priority perfected preferred mortgage and security interest in favor of the Documentation Collateral Agent, for the ratable benefit of the Banks each Lender, Mortgages in form and the Agentssubstance acceptable to Administrative Agent and duly executed by such Credit Party together with such other assignments, (i) in each of the Vessels listed on Schedule 10.19 conveyances, amendments, agreements and on additional Vessels as may be required by ss.13.4, (ii) in certain other assets of the Borrower and its Subsidiaries relating to such Vesselswritings, including, without limitation, accountsUCC-1 financing statements (each duly authorized and executed, chattel paperas applicable) as Administrative Agent shall deem necessary or appropriate to grant, contract rightsevidence and perfect the Liens required by Section 7.1(a) with respect to any Oil and Gas Interests acquired by any Credit Party subsequent to the last date on which such Credit Party was required to execute and deliver Mortgages pursuant to this Section 7.1(b) or which, insurance proceedsfor any other reason are not the subject of valid, inventoryenforceable, equipmentperfected first priority Liens (subject only to Permitted Liens of the type described in clauses (i) through (ix) and clause (xi) of the definition thereof) in favor of Collateral Agent for the ratable benefit of Lenders. (c) At any time any Credit Party is required to execute and deliver Mortgages to Collateral Agent pursuant to this Section 7.1, general intangibles each Credit Party shall also deliver to the Administrative Agent such opinions of counsel (including, if so requested, title opinions, and goods, whether now owned in each case addressed to the Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or hereafter acquiredappropriate to verify (i) such Credit Party’s title to not less than seventy percent (70%) of the Adjusted Engineered Value of the Borrowing Base Properties, and (iiiii) a first the validity, perfection and priority perfected pledge, in favor of the Documentation AgentLiens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 7.1(a) or Section 8.15, for CWEI shall, and shall cause each of its Subsidiaries to execute and deliver to the benefit of the Banks and the AgentCollateral Agent a Pledge Agreement, of the capital stock together with (i) all certificates (or other equity evidence acceptable to the Administrative Agent) evidencing the issued and outstanding Capital Stock required to be pledged pursuant to Section 7.1(a) duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as the Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 7.1(a) in the issued and outstanding Capital Stock of such Subsidiaries all partnership interests of each Subsidiary which owns a Vessel which is subject any Related Partnership (to a Vessel Mortgagethe extent permitted under the partnership agreement of such Related Partnership) and any intercompany Indebtedness permitted under Section 8.11(v).