Execution Version AMENDED AND RESTATED GUARANTEE, PLEDGE AND SECURITY AGREEMENT dated as of December 21, 2018 among CAPITAL SOUTHWEST CORPORATION, as Borrower, the SUBSIDIARY GUARANTORS party hereto, ING CAPITAL LLC, as Revolving Administrative Agent...
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Execution Version AMENDED AND RESTATED GUARANTEE, PLEDGE AND SECURITY AGREEMENT dated as of December 21, 2018 among CAPITAL SOUTHWEST CORPORATION, as Borrower, the SUBSIDIARY GUARANTORS party hereto, ING CAPITAL LLC, as Revolving Administrative Agent for the Revolving Lenders, each FINANCING AGENT and DESIGNATED INDEBTEDNESS HOLDER party hereto and ING CAPITAL LLC, as Collateral Agent 522144.000028 21651939.2 00000000.0.XXXXXXXX
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AMENDED AND RESTATED GUARANTEE, PLEDGE AND SECURITY AGREEMENT, dated as of December 21, 2018 (as amended, supplemented, or otherwise modified from time to time, this βAgreementβ), among CAPITAL SOUTHWEST CORPORATION, a corporation duly organized and validly existing under the laws of the State of Texas (the βBorrowerβ), CAPITAL SOUTHWEST EQUITY INVESTMENTS, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (βCSWEβ), CAPITAL SOUTHWEST MANAGEMENT CORPORATION, a corporation duly organized and validly existing under the laws of the State of Nevada (βCSWMβ), and each other entity that becomes a βSUBSIDIARY GUARANTORβ after the date hereof pursuant to Section 7.05 hereof (collectively with CSWE and CSWM, the βSubsidiary Guarantorsβ and, together with the Borrower, the βObligorsβ), ING CAPITAL LLC, as administrative agent for the Revolving Lenders (as hereinafter defined) (in such capacity, together with its successors in such capacity, the βRevolving Administrative Agentβ), each βFinancing Agentβ (as hereinafter defined) or βDesignated Indebtedness Holderβ (as hereinafter defined) that becomes a party hereto after the date hereof pursuant to Section 6.01 hereof and ING CAPITAL LLC, as collateral agent for the Secured Parties hereinafter referred to (in such capacity, together with its successors in such capacity, the βCollateral Agentβ). W I T N E S S E T H: WHEREAS, on August 30, 2016, certain of the Obligors, the Revolving Administrative Agent and the Collateral Agent entered into that certain Guarantee, Pledge and Security Agreement (the βExisting Security Agreementβ); WHEREAS, the Obligors and the Secured Parties desire to amend and restate the Existing Security Agreement in certain respects and, accordingly, hereby agree that this Agreement amends, restates, supersedes and replaces the Existing Security Agreement without disrupting the validity, priority, perfection, enforceability or continuity of the security interests in and liens upon the Collateral (as hereinafter defined) as granted under the Existing Security Agreement;; WHEREAS, to induce (i) the Revolving Lenders to extend credit to the Borrower under the Revolving Credit Agreement and (ii) the holders of such βDesignated Indebtednessβ to extend other credit to the Borrower, the Borrower wishes to provide (a) for certain of its Subsidiaries to guarantee the payment of the Guaranteed Obligations (as hereinafter defined) and from time to time to become parties hereto, and (b) for the Borrower and the Subsidiary Guarantors to continue to provide collateral security for the Secured Obligations (as hereinafter defined); WHEREAS, the Revolving Administrative Agent (on behalf of itself and the Revolving Lenders), any Financing Agent (on behalf of itself and the holders of the βDesignated Indebtednessβ for which it serves as agent or trustee) and each Designated Indebtedness Holder that becomes a party hereto pursuant to Section 6.01 are or will be entering into this Agreement for the purpose of setting forth their respective rights to the Collateral (as hereinafter defined); and 522144.000028 21651939.2 00000000.0.XXXXXXXX
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βBank Loansβ means debt obligations (including term loans, revolving loans, debtor-in-possession financings, the funded portion of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans, bridge loans and senior subordinated loans) that are generally provided under a syndicated loan or credit facility or pursuant to any loan agreement or other similar credit facility, whether or not syndicated. βBankruptcy Codeβ means Title 11 of the United States Code entitled βBankruptcy,β as in effect from time to time, or any successor statute. βBorrowerβ has the meaning assigned to such term in the preamble of this Agreement. βBorrowing Baseβ has the meaning assigned to such term in Section 5.13 of the Revolving Credit Agreement. βBusiness Dayβ means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. βCapital Lease Obligationsβ of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or finance leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. βClassβ means, separately, each of the following: (a) the Revolving Lenders as a group and (b) the Designated Indebtedness Holders holding a Series of Designated Indebtedness as a group. βClearing Corporation Securityβ means a security that is registered in the name of, or Indorsed to, a Clearing Corporation or its nominee or is in the possession of the Clearing Corporation in bearer form or Indorsed in blank by an appropriate Person. βClearstreamβ means Clearstream Banking, sociΓ©tΓ© anonyme, a corporation organized under the laws of the Grand Duchy of Luxembourg. βClearstream Securityβ means a Security that (a) is a debt or equity security and (b) is capable of being transferred to an Agent Memberβs account at Clearstream pursuant to the definition of βDeliveryβ, whether or not such transfer has occurred. βCodeβ means the Internal Revenue Code of 1986, as amended from time to time. βCollateralβ has the meaning assigned to such term in Section 4. 522144.000028 21651939.2 00000000.0.XXXXXXXX
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βInvestmentβ means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person (including convertible securities) or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (including any βshort saleβ or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); or (c) Hedging Agreements. βLienβ means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities, except in favor of the issuer thereof (and, in the case of Portfolio Investments that are equity securities, excluding customary drag-along, tag-along, right of first refusal and other similar rights in favor of other equity holders of the same issuer). βLoan Documentsβ has the meaning assigned to such term in Section 1.01 of the Revolving Credit Agreement. βLoansβ means the loans made by the Revolving Lenders to the Borrower pursuant to the Revolving Credit Agreement. βNotice of Designationβ has the meaning assigned to such term in Section 6.01. βNYUCCβ means the Uniform Commercial Code as in effect from time to time in the State of New York. βNYUCC Controlβ means βcontrolβ as defined in Section 9-104, 9-105, 9- 106 or 9-107 of the NYUCC. βObligorsβ has the meaning assigned to such term in the preamble of this Agreement. βPatent Licensesβ means all agreements providing for the granting of any right in or to Patents (whether such Obligor is licensee or licensor thereunder) including each agreement referred to in Annex 2.11 hereto. βPatentsβ means all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Annex 2.11 hereto, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the 522144.000028 21651939.2 00000000.0.XXXXXXXX
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Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Subsidiary Guarantors jointly and severally agree that they will indemnify the Secured Parties on demand for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees and other charges of counsel (but excluding the allocated costs of internal counsel)) incurred by the Secured Parties in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law. 3.04 Subrogation. The Subsidiary Guarantors hereby jointly and severally agree that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than unasserted contingent indemnification obligations), and the expiration and termination of all commitments to extend credit under all Debt Documents, they shall not exercise any right or remedy arising by reason of any performance by them of their guarantee in Section 3.01, whether by subrogation or otherwise, against the Borrower or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. 3.05 Remedies. The Subsidiary Guarantors jointly and severally agree that, as between the Subsidiary Guarantors and the Secured Parties, a Guaranteed Obligation may be declared to be forthwith due and payable as provided in the respective Debt Document therefor including, in the case of the Revolving Credit Agreement, the provisions specifying the existence of an event of default (and shall be deemed to have become automatically due and payable in the circumstances provided therein including, in the case of the Revolving Credit Agreement, such provisions) for purposes of Section 3.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower or any Subsidiary Guarantors and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Subsidiary Guarantors for purposes of Section 3.01. 3.06 Continuing Guarantee. The guarantee in this Section 3 is a continuing guarantee of payment (and not of collection), and shall apply to all Guaranteed Obligations whenever arising. 3.07 Instrument for the Payment of Money. Each Subsidiary Guarantor hereby acknowledges that the guarantee in this Section 3 constitutes an instrument for the payment of money, and consents and agrees that any Secured Party, at its sole option, in the event of a dispute by such Subsidiary Guarantor in the payment of any moneys due hereunder, shall have the right to bring motion action under New York CPLR Section 3213. 3.08 Rights of Contribution. The Obligors hereby agree, as between themselves, that if any Subsidiary Guarantor shall become an Excess Funding Guarantor 522144.000028 21651939.2 00000000.0.XXXXXXXX
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credit to the Borrower in reliance on this Agreement and that it will, independently and without reliance upon the Collateral Agent or any other Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under or based on this Agreement and any Debt Document to which it is a party. Except as otherwise expressly provided herein, the Collateral Agent shall not be required to keep itself informed as to the performance or observance by any Obligor of this Agreement, any other Debt Document or any other document referred to or provided for herein or therein or to inspect the properties or books of any Obligor. The Collateral Agent shall not have any duty or responsibility to disclose, and shall not be liable for failure to disclose, any information relating to any Obligor or any of its Subsidiaries (or any of their Affiliates) that may come into the possession of the Collateral Agent or any of its Affiliates, except for notices, reports and other documents and information expressly required to be furnished to the other Secured Parties by the Collateral Agent hereunder. 9.07 Failure to Act. Except for action expressly required of the Collateral Agent hereunder, the Collateral Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall receive further assurances to its satisfaction from the other Secured Parties of their indemnification obligations under Section 9.05 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall not be required to take any action that in the judgment of the Collateral Agent would violate any applicable law. 9.08 Resignation of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by notifying the other Secured Parties and the Obligors. Upon any such resignation, the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld, conditioned or delayed provided that no such consent shall be required if an Event of Default or a Trigger Event has occurred and is continuing to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided profits of at least $1,000,000,000. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agentβs resignation hereunder as Collateral Agent, the provisions of this Section 9 and Section 10.04 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. The Borrower shall pay to any successor Collateral Agent the fees and charges necessary to induce such successor Collateral 522144.000028 21651939.2 00000000.0.XXXXXXXX
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(a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Collateral Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Collateral Agent and when the Collateral Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Electronic Execution of Assignments. The words βexecution,β βsigned,β βsignatureβ shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior consent. 10.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 10.08 Governing Law; Submission to Jurisdiction. (a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York. (b) Submission to Jurisdiction. Each Obligor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final 522144.000028 21651939.2 00000000.0.XXXXXXXX
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EXHIBIT A [Form of Notice of Designation for Designated Indebtedness] [Date] ING Capital LLC, as Collateral Agent 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xx Ladies and Gentlemen: Reference is made to the Amended and Restated Guarantee, Pledge and Security Agreement, dated as of December 21, 2018 (as modified and supplemented and in effect from time to time, the βGuarantee and Security Agreementβ), among Capital Southwest Corporation, the Subsidiary Guarantors referred to therein, ING Capital LLC, as administrative agent for the Revolving Lenders referred to therein, the Financing Agents or Designated Indebtedness Holders referred to therein and ING Capital LLC, as collateral agent for the Secured Parties referred to therein. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed thereto in the Guarantee and Security Agreement. Pursuant to Section 6.01 of the Guarantee and Security Agreement, the Borrower hereby designates the following Indebtedness as βDesignated Indebtednessβ under the Guarantee and Security Agreement: [Complete as appropriate] CAPITAL SOUTHWEST CORPORATION By: Name: Title: 522144.000028 21651939.2 00000000.0.XXXXXXXX
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EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT dated as of _______, ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a ___________ (the βAdditional Subsidiary Guarantorβ), in favor of ING Capital LLC, as collateral agent for the Secured Parties under and as defined in the Guarantee and Security Agreement referred to below (in such capacity, together with its successors in such capacity, the βCollateral Agentβ). Capital Southwest Corporation (the βBorrowerβ), the Subsidiary Guarantors referred to therein, ING Capital LLC, as administrative agent for the Revolving Lenders referred to therein, the Financing Agents or Designated Indebtedness Holders referred to therein, and ING Capital LLC, as collateral agent for the Secured Parties referred to therein, are parties to the Amended and Restated Guarantee, Pledge and Security Agreement, dated as of December 21, 2018 (as modified and supplemented and in effect from time to time, the βGuarantee and Security Agreementβ) pursuant to which such Subsidiary Guarantors have guaranteed the βGuaranteed Obligationsβ (as defined therein), and the Borrower and such Subsidiary Guarantors have granted liens in favor of the Collateral Agent as collateral security for the βSecured Obligationsβ (as defined therein). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed thereto in the Guarantee and Security Agreement. Pursuant to Section 7.05 of the Guarantee and Security Agreement, the Additional Subsidiary Guarantor hereby agrees to become a βSubsidiary Guarantorβ and an βObligorβ, under and for all purposes of the Guarantee and Security Agreement, and each of the Annexes to the Guarantee and Security Agreement shall be deemed to be supplemented in the manner specified in Appendix A hereto. Without limiting the foregoing, (a) the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Guaranteed Obligations in the same manner and to the same extent as is provided in Section 3 of the Guarantee and Security Agreement and (b) as collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the Additional Subsidiary Guarantor, the Additional Subsidiary Guarantor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties as provided in the Guarantee and Security Agreement a security interest in all of such Additional Subsidiary Guarantorβs right, title and interest in, to and under the Collateral. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Section 2 of the Guarantee and Security Agreement with respect to itself and its obligations under this Agreement, as if each 522144.000028 21651939.2 00000000.0.XXXXXXXX
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EXHIBIT C [Form of Intellectual Property Security Agreement] NOTICE OF GRANT OF SECURITY INTEREST IN [COPYRIGHTS] [PATENTS] [TRADEMARKS] NOTICE OF GRANT OF SECURITY INTEREST IN [COPYRIGHTS] [PATENTS] [TRADEMARKS] (the βNoticeβ), dated as of __________, made by Capital Southwest Corporation, a Texas corporation (the βBorrowerβ), and the other direct or indirect subsidiaries of the Borrower party hereto from time to time (collectively the βSubsidiary Guarantorsβ and, together with the Borrower, the βObligorsβ), in favor of ING CAPITAL LLC, as Collateral Agent (the βSecured Partyβ). WHEREAS, the Obligors are the owners of certain [βCopyrightsβ] [βPatentsβ] [βTrademarksβ] (as defined in the Guarantee and Security Agreement referenced below), including the [copyright registrations and applications] [issued patents and patent applications] [trademark and service xxxx registrations and trademark and service xxxx applications] set forth on Schedule I attached hereto; WHEREAS, pursuant to the terms and conditions of the Amended and Restated Guarantee, Pledge and Security Agreement, dated as of December 21, 2018 (as modified and supplemented and in effect from time to time), by and among the Obligors, ING Capital LLC, as administrative agent for the Revolving Lenders referred to therein, the Financing Agents or Designated Indebtedness Holders referred to therein, and ING Capital LLC, as collateral agent for the Secured Parties referred to therein (the βGuarantee and Security Agreementβ), the Obligors granted, assigned and conveyed to the Secured Party a security interest in, and lien on, certain Intellectual Property (and all associated rights and interests therewith) owned by the Obligors, including the [Copyrights] [Patents] [Trademarks] now existing or hereafter acquired and all products and proceeds of the foregoing (collectively, the [βCopyright Collateralβ] [βPatent Collateralβ] [βTrademark Collateralβ]); and WHEREAS, pursuant to the Guarantee and Security Agreement, the Obligors agreed to execute and deliver to the Secured Party this Notice for purposes of filing the same with the [United States Copyright Office (the βCopyright Officeβ)] [United States Patent and Trademark Office (the βPTOβ)] to confirm, evidence and perfect the security interest in the [Copyright Collateral] [Patent Collateral] [Trademark Collateral] granted pursuant to the Guarantee and Security Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions of the Guarantee and Security Agreement, the Obligors hereby grant, assign and convey to the Secured Party a security interest in, and lien, on the [Copyright Collateral] [Patent Collateral] [Trademark Collateral] , provided that the grant of security interest shall not include any Excluded Assets (as defined in the Guarantee and Security Agreement ). 522144.000028 21651939.2 00000000.0.XXXXXXXX
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EXHIBIT D [Form of Pledge Supplement] PLEDGE SUPPLEMENT This Pledge Supplement, dated [mm/dd/yy], is delivered by [NAME OF OBLIGOR] a [NAME OF STATE OF INCORPORATION] [corporation] (the βObligorβ) pursuant to the Amended and Restated Guarantee, Pledge and Security Agreement, dated as of December 21, 2018 (as modified and supplemented and in effect from time to time, the βGuarantee and Security Agreementβ), among Capital Southwest Corporation, the other Subsidiary Guarantors referred to therein, ING Capital LLC, as administrative agent for the Revolving Lenders referred to therein, the Financing Agents or Designated Indebtedness Holders referred to therein, and ING Capital LLC, as collateral agent for the Secured Parties referred to therein. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Guarantee and Security Agreement. The Obligor represents and warrants that the supplements to Annexes to the Guarantee and Security Agreement attached hereto as Appendix A accurately and completely set forth all additional information required pursuant to the Guarantee and Security Agreement and hereby agrees that such supplements to Annexes shall constitute part of the Annexes to the Guarantee and Security Agreement. IN WITNESS WHEREOF, the Obligor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy]. [NAME OF OBLIGOR] By: ______________________________ Name: Title: 522144.000028 21651939.2 00000000.0.XXXXXXXX
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ANNEX 2.05 CORPORATE INFORMATION Name Type of Jurisdiction of Organizational Place of Business Organization Organization ID Number Capital Southwest corporation Texas 17385700 5400 LBJ Freeway Corporation Xxxxxxx Xxxxxx Xxxxx Xxxxx 0000 Xxxxxx, XX 00000 Capital Southwest corporation Delaware 5916759 5400 LBJ Freeway Equity Investments, Lincoln Center Tower Inc. Xxxxx 0000 Xxxxxx, XX 00000 Capital Southwest corporation Nevada NV19861024293 0000 XXX Xxxxxxx Management Lincoln Center Tower Corporation Xxxxx 0000 Xxxxxx, XX 00000
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ANNEX 2.06 NAME CHANGES Obligor Date of Change Description of Change Changed name from CSWC Capital Southwest Equity July 6, 2016 Xxxxxxxx Signs Holdings, Inc. Investments, Inc. to Capital Southwest Equity Investments, Inc.
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ANNEX 2.07 PLEDGED INTERESTS Grantor Issuer and Type of Certificate Percent of Number of Percent of Organization Number Equity Interest Outstanding Equity Interest Owned Shares Owned that is Pledged Capital Capital Southwest Equity Southwest Investments, Inc., a R-1 100% 10 100% Corporation Delaware corporation Capital Capital Southwest Southwest Management Corporation, 1 100% 1,000 100% Corporation a Nevada corporation
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ANNEX 2.08 PROMISSORY NOTES None.
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ANNEX 2.09 ACCOUNTS Owner of Account Bank Name Account No. Account type Bank Address Capital Southwest Texas Capital 1111087464 Operating Account 0000 Xxxxxxxx Xxxxxxxxxxx Bank, X.X. Xxxx. Xxxxx 000 Xxxxxxxxxx, Xxxxx 00000 Capital Southwest Texas Capital 1513001519 Money Market 2350 Lakeside Corporation Bank, N.A. Account Blvd. Suite 800 Richardson, Texas 75082 Capital Southwest Texas Capital 1511014787 Agency Account 0000 Xxxxxxxx Xxxxxxxxxxx Bank, X.X. Xxxx. Xxxxx 000 Xxxxxxxxxx, Xxxxx 00000 Capital Southwest U.S. Bank National 184543-201 Interest Cash 0 Xxxxxxxx Xxxxx, Xxxxxxxxxxx Association Account Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Capital Southwest Customers Bank 0000000 Checking Account 00 Xxxxxx Xxxxxx, Xxxxxxxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Capital Southwest Customers Bank 0000000 Money Market 00 Xxxxxx Xxxxxx, Xxxxxxxxxxx Account Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Capital Southwest LegacyTexas Bank 00000000 Checking Account 0000 Xxxxxx Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxx 00000 Capital Southwest Texas Capital 1511014795 Checking Account 2350 Lakeside Management Bank, N.A. Blvd. Suite 800 Corporation Richardson, Texas 75082 Capital Southwest Texas Capital 1511014803 Checking Account 2350 Lakeside Management Bank, X.X. Xxxx. Xxxxx 000 Xxxxxxxxxxx Xxxxxxxxxx, Xxxxx 00000
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ANNEX 2.10 COMMERCIAL TORT CLAIMS None.
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ANNEX 2.11 INTELLECTUAL PROPERTY AND LICENSES [None.