Common use of Further Assurances; Additional Collateral Clause in Contracts

Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Collateral Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Lien and security interest in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, including (i) at least 80% (based on fair market value) of the Vessels and the other fixed assets, and all accounts receivable, inventory, equipment, general intangibles, and deposit accounts, and (ii) all other material assets and properties of the MLP, the Borrower, and their Subsidiaries including all capital stock, partnership, joint venture, membership interests, or other equity interests, provided, (A) equity interests in CF Martin Sulphur will not be pledged until (1) CF Martin Sulphur Orgxxxxxxxxx Documents no longer prohibit the MLP, xxx Xxxxxwer, or their Subsidiaries from granting a Lien and security interest in equity interests in CF Martin Sulphur or (2) Martin Resource, its Subsidiaries, or Affilixxxx xxx all the equity ixxxxxxts in CF Martin Sulphur and CF Martin Sulphur General Partner and (B) generxx xxxxxxrship interesxx xx xxx Borrower shall not be pledged by the Borrower General Partner until (1) such time as the Borrower General Partner Organization Documents no longer prohibit the Borrower General Partner from granting a Lien and security interest in the general partnership interests of the Borrower and (2) such pledge shall not result in any material adverse tax consequences to the MLP or its Subsidiaries.

Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall, and shall cause the MLP and each Subsidiary of the Borrower and the MLP to to, take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require request pursuant to this Section 6.18(a) to ensure that the Collateral Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Lien Liens and security interest interests in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, including (i) at least not less than 80% (based on fair market valuethe OLV) of the Vessels and the other fixed assetsFixed Assets, and (ii), all accounts receivable, inventory, equipment, general intangibles, and deposit accounts, and (iiiii) all other material assets and properties of the MLP, the Borrower, and their Subsidiaries Subsidiaries, including all capital stock, partnership, joint venture, membership interests, or other equity interests, provided; provided that, (A) equity interests in CF Martin Sulphur will not be pledged until (1) the CF Martin Sulphur Orgxxxxxxxxx Xxxxxxxxtion Documents no longer prohibit the MLP, xxx Xxxxxwer, or their Subsidiaries from granting a Lien and security interest in equity interests in of CF Martin Sulphur or (2) Martin Resource, its Subsidiaries, or Affilixxxx xxx all of the equity ixxxxxxts equitx xxxxrests in CF Martin Sulphur and CF Martin Sulphur General Partner and Partner, (B) generxx xxxxxxrship interesxx general xxxxxxxxxip interests xx xxx Borrower Xxrrower shall not be pledged by the Borrower General Partner until (1) such time as the Borrower General Partner Organization Documents no longer prohibit the Borrower General Partner from granting a Lien and security interest in the general partnership interests of the Borrower and (2) such pledge shall not result in any material adverse tax consequences to the MLP or its Subsidiaries, and (C) if the grant of a Lien on any specific lease, contract right, governmental license or approval or similar property (collectively, the "Non-Pledgeable Collateral") is expressly prohibited by, or would cause a default under or termination, avoidance or forfeiture of, any lease, contract, license or Law to which the MLP, the Borrower, or any of their Subsidiaries is a party or is subject, then the Loan Parties shall not be required to grant a Lien to the Collateral Agent on such Non-Pledgeable Collaterax; xxx xxxxxded further, that upon the request of the Administrative Agent, the Loan Parties agree to use commercially reasonable efforts to obtain any consents, authorizations, waivers, or other approvals that may be required in order to grant a Lien on Non-Pledgeable Collateral specifically requested by txx Xxxxxxxxxative Agent ("Required Approvals"). Subject to the preceding provisions of this Section 6.18(a), the Borrower and the MLP agree that upon the written request of the Administrative Agent, the MLP, the Borrower and/or their Subsidiaries, as applicable, shall, within 30 days from and after receipt of such written request, execute and deliver to the Administrative Agent supplemental Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional assets and properties not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably acceptable to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the MLP, the Borrower and each of their respective Subsidiaries as required by this Section 6.18(a) (it being acknowledged and agreed that if the Loan Parties cannot obtain all Required Approvals in respect of any specific Non-Pledgeable Collateral using commercially reasonable efforts, then the Loan Parties shall not be required to grant a Lien on such Non-Pledgeable Collateral to the Collateral Agenx). Xxxxxxxxtanding anything to the contrary set forth herein, no lease, contract or license between (x) the MLP, the Borrower or any of their Subsidiaries and (y) Martin Resource or any of its Subsidiaries shall prohibit a Lien in fxxxx xf, or foreclosure by, the Collateral Agent thereon.

Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall, and shall cause the MLP and each Restricted Subsidiary of the Borrower and the MLP to to, take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require request pursuant to this Section 6.16 to ensure that the Collateral Agent Agent, on behalf of the Lenders and the Lender Swap Parties, shall, at all times, have received currently effective duly executed Loan Documents granting Lien Liens and security interest interests in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, including (ix) at least 80% (based on fair market value) of the material Vessels and the other fixed assetsmaterial Fixed Assets, and all (y) accounts receivable, inventory, equipment, general intangibles, intangibles and deposit accounts, and (iiz) all other material assets and properties of the MLP, the BorrowerBorrower and the Restricted Subsidiaries, and their Subsidiaries including all capital stock, partnership, joint venture, membership interests, interests or other equity interests, ; provided, that, (Ai) equity general partnership interests in CF Martin Sulphur will not be pledged until (1) CF Martin Sulphur Orgxxxxxxxxx Documents no longer prohibit the MLP, xxx Xxxxxwer, or their Subsidiaries from granting a Lien and security interest in equity interests in CF Martin Sulphur or (2) Martin Resource, its Subsidiaries, or Affilixxxx xxx all the equity ixxxxxxts in CF Martin Sulphur and CF Martin Sulphur General Partner and (B) generxx xxxxxxrship interesxx xx xxx Borrower shall not be pledged by the Borrower General Partner until (1A) such time as the Borrower General Partner Organization Documents no longer prohibit the Borrower General Partner from granting a Lien and security interest in the general partnership interests of the Borrower Borrower, and (2B) such pledge shall not result in any material adverse tax consequences to the MLP MLP, the Borrower or the Restricted Subsidiaries; (ii) the grant of a Lien on the assets described on Schedules 4.01 and Section 6.16 shall not be required until such time as indicated thereon; (iii) if the grant of a Lien on (A) any specific lease, contract right, governmental license or approval or similar property, or (B) subject to the Administrative Agent’s consent, any property acquired by a Loan Party after the Closing Date (the property described in this clause (iii) is herein referred to collectively as the “Non- Pledgeable Collateral”) is expressly prohibited by, or would cause a default under or termination, avoidance or forfeiture of, any lease, contract, agreement, license or Law to which the MLP, the Borrower, or any of the Restricted Subsidiaries is a party or is subject, then the Loan Parties shall not be required to xxxxx x Xxxx to the Collateral Agent on such Non-Pledgeable Collateral for so long as such grant is prohibited or would result in such default; provided, that, that upon the request of the Administrative Agent, the Loan Parties agree to use commercially reasonable efforts to obtain any consents, authorizations, waivers, or other approvals that may be required in order to xxxxx x Xxxx on Non-Pledgeable Collateral specifically requested by the Administrative Agent. Notwithstanding anything to the contrary set forth herein, no lease, contract or license between (x) the MLP, the Borrower or any of the Restricted Subsidiaries and (y) Xxxxxx Resource or any of its Subsidiaries.Restricted Subsidiaries shall prohibit a Lien in favor of, or foreclosure by, the Collateral Agent thereon; (iv) the Loan Parties shall not be required to xxxxx x Xxxx on equity interests in a Foreign Subsidiary, and a Foreign Subsidiary shall not be required to grant

Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Collateral Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Lien and security interest in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, including (i) at least 80% (based on fair market value) of the Vessels and the other fixed assets, and all accounts receivable, inventory, equipment, general intangibles, and deposit accounts, and (ii) all other material assets and properties of the MLP, the Borrower, and their Subsidiaries including all capital stock, partnership, joint venture, membership interests, or other equity interests, provided, (A) equity interests in CF Martin XX Xxxxxx Sulphur will not be pledged until (1A) CF Martin XX Xxxxxx Sulphur Orgxxxxxxxxx Organization Documents no longer prohibit the MLP, xxx Xxxxxwerthe Borrower, or their Subsidiaries from granting a Lien and security interest in equity interests in CF Martin XX Xxxxxx Sulphur or (2B) Martin Xxxxxx Resource, its Subsidiaries, or Affilixxxx xxx Affiliates own all the equity ixxxxxxts interests in CF Martin XX Xxxxxx Sulphur and CF Martin XX Xxxxxx Sulphur General Partner and (B) generxx xxxxxxrship interesxx xx xxx Borrower shall not be pledged by the Borrower General Partner until (1) such time as the Borrower General Partner Organization Documents no longer prohibit the Borrower General Partner from granting a Lien and security interest in the general partnership interests of the Borrower and (2) such pledge shall not result in any material adverse tax consequences to the MLP or its SubsidiariesPartner.