Guaranties and Pledges. 65 ARTICLE VIII.
Guaranties and Pledges. (a) Prior to the consummation of the Merger, MascoTech will (and, if at the expiration of the Tender Offer, MascoTech and Acquisition have not obtained sufficient shares of the Target to effect a short-form merger, MascoTech Sintered Components, Inc. ("Sintered"), MascoTech Sintered Components of Indiana, Inc. ("Sintered Indiana") and MascoTech Tubular Products, Inc. ("Tubular Products") will within five business days of the initial funding to purchase shares of the Target pursuant to the Tender Offer) guaranty the indebtedness under this Agreement pursuant to a guaranty substantially in the form of Exhibit Q. The guaranties by Sintered, Sintered Indiana and Tubular Products will be released automatically after the consummation of the Merger unless Sintered, Sintered Indiana and Tubular Products are Significant Subsidiaries. Within five Business Days after the Merger becomes effective, the entity resulting from the Merger and all Significant Subsidiaries will guaranty the indebtedness under this Agreement pursuant to a guaranty substantially in the form of Exhibit Q. Any subsidiary that thereafter becomes a Significant Subsidiary will guaranty the indebtedness under this Agreement promptly upon receiving written demand from the Administrative Agent. MascoTech will notify the Administrative Agent within ninety-five (95) days of the date it is determined that any Subsidiary has become a Significant Subsidiary. The guaranty of any such Subsidiary will be automatically released upon the sale of such Subsidiary if all Net Cash Proceeds of the sale are applied to the Term Loans, or, if the Term Loans have been paid in full, to the Revolving Loans, as prescribed in Section 4.2(f). The guaranty of any Subsidiary that ceases to be a Significant Subsidiary will be automatically released upon the determination by MascoTech, in the preparation of its annual financial statements, that such Subsidiary is no longer a Significant Subsidiary.
Guaranties and Pledges. The payment and performance of all indebtedness and other obligations of Borrower to Bank shall be guaranteed jointly and severally by all Domestic Subsidiaries of Borrower, whether now existing or hereafter acquired or formed, as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank. When a Person becomes a Subsidiary of Borrower, Borrower shall, within thirty (30) days after such event (or such later date as permitted by Bank in its sole discretion), (i) deliver to Bank a pledge agreement and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Bank other than any such ownership interests that constitute Excluded Property (which pledge, if reasonably requested by Bank, shall be governed by the laws of the jurisdiction of such Subsidiary), (ii) cause any such new Subsidiary that is a Domestic Subsidiary to execute and deliver to Bank a secured guaranty of all of Borrower’s indebtedness and obligations to Bank, together with such other security documents and appropriate financing statements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority security interest in, and lien upon, the assets of such new Domestic Subsidiary other than Excluded Property) and (iii) provide to Bank all other documentation, including without limitation, if requested by Bank, one or more opinions of counsel reasonably satisfactory to Bank, which in Bank’s opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Within thirty (30) days after Bank’s request, Borrower shall cause Skullcandy North America, LLC to (A) deliver to Bank a Mexican law governed pledge agreement and appropriate certificates and powers or financing statements reasonably satisfactory to Bank, pledging all of the direct or beneficial ownership interest of Skullcandy North America, LLC in Skullcandy Mexico S DE RL DE CV other than any such ownership interests that constitute Excluded Property, and (B) provide to Bank all other documentation, including without limitation, if reasonably requested by Bank, one or more opinions of counsel reasonably satisfactory to Bank, which in Bank’s opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrume...
