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Title:

Guarantee and Collateral Agreement

Entities:

Bank of Nova Scotia; JPMorgan Chase Bank; KCI USA Inc.; Kinetic Concepts, Inc.; Morgan Stanley Senior Funding Inc.

Date:

2003

Size:

125KB total

Price:

$52

ID:

#1911557

Start of Preview

SECTION 1

DEFINED TERMS

1.1

Definitions

1.2

Other Definitional Provisions

SECTION 2

GUARANTEE

2.1

Guarantee

2.2

Right of Contribution

2.3

No Subrogation

2.4

Amendments, etc. with Respect to the Borrower Obligations

2.5

Guarantee Absolute and Unconditional

2.6

Reinstatement

2.7

Payments

SECTION 3

GRANT OF SECURITY INTEREST

SECTION 4

REPRESENTATIONS AND WARRANTIES

4.1

Representations of Guarantors

4.2

Title; No Other Liens

4.3

Perfected First Priority Liens

4.4

Chief Executive Office

4.5

Inventory and Equipment

4.6

Farm Products

4.7

Pledged Securities

4.8

Receivables

4.9

Intellectual Property

4.10

Commercial Tort Claims

4.11

Deposit Accounts

4.12

Letter of Credit Rights

SECTION 5

COVENANTS

5.1

Delivery of Instruments and Chattel Paper

5.2

Maintenance of Insurance

5.3

Maintenance of Perfected Security Interest; Further Documentation

5.4

Changes in Locations, Name, etc

5.5

Notices

5.6

Investment Property

5.7

Receivables

5.8

Intellectual Property

5.9

Government Contracts

5.10

Deposit Accounts; Post-Closing Covenant

5.11

Bailees and Warehouses

5.12

Commercial Tort Claims

SECTION 6

REMEDIAL PROVISIONS

6.1

Certain Matters Relating to Receivables

6.2

Communications with Account Debtors and Obligors; Grantors Remain Liable

6.3

Pledged Stock

6.4

Proceeds to be Turned Over To Collateral Agent

6.5

Application of Proceeds

6.6

Code and Other Remedies

6.7

Intellectual Property

6.8

Deficiency

SECTION 7

THE COLLATERAL AGENT

7.1

Collateral Agent?s Appointment as Attorney-in-Fact, etc.

7.2

Duty of Collateral Agent

7.3

Authorization of Financing Statements

7.4

Authority of Collateral Agent

SECTION 8

MISCELLANEOUS

8.1

Amendments in Writing

8.2

Notices

8.3

No Waiver by Course of Conduct; Cumulative Remedies

8.4

Enforcement Expenses; Indemnification

8.5

Successors and Assigns; Continuing Security Interest

8.6

Set-Off

8.7

Security Interest Absolute

8.8

Counterparts

8.9

Mortgages

8.10

Severability

8.11

Section Headings

8.12

Integration

8.13

GOVERNING LAW

8.14

Submission to Jurisdiction; Waivers

8.15

Acknowledgements

8.16

WAIVER OF JURY TRIAL

8.17

Additional Grantors

8.18

Releases

SCHEDULES

Schedule 1

-

Notice Addresses of Guarantors

Schedule 2

-

Pledged Stock

Schedule 3

-

Pledged Debt

Schedule 4

-

Location, Chief Executive Office, Place Where Agreements Are Maintained, Type of Organization, Jurisdiction of Organization and Organizational Identification Number

Schedule 5

-

Locations of Inventory and Equipment

Schedule 6

-

Patents, Trademarks and Trade Names, Copyrights and IP Agreements

Schedule 7

-

Financing Statements

Schedule 8

-

Commercial Tort Claims

Schedule 9

-

Deposit Accounts

ANNEX

Annex 1

-

Assumption Agreement

EXHIBITS

Exhibit A

-

Form of Account Control Agreement

Exhibit B-1

-

Form of Intellectual Property Security Agreement

End of Preview