PLEDGE AND SECURITY AGREEMENT
This PLEDGE AND SECURITY AGREEMENT, dated as of August 7, 2014 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by GENTHERM INCORPORATED, a Michigan corporation (the “Company”) and each Guarantor (terms used in the preamble and the recitals have the definitions set forth in or incorporated by reference in Article I) from time to time party to this Security Agreement (each individually, a “Grantor” and collectively, the “Grantors”), in favor of BANK OF AMERICA, N.A., as the administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, Gentherm GmbH, a German limited liability company (“Gentherm Germany”), Gentherm (Texas), Inc., a Texas corporation (“Gentherm Texas” and, together with the Company, the “U.S. Borrowers”), Gentherm Canada Ltd., an Ontario corporation (“Gentherm Canada”), Global Thermoelectric Inc., an Alberta corporation (“Global” and, together with Gentherm Canada, the “Canadian Borrowers” and, together with Gentherm Canada, the U.S. Borrowers and Gentherm Germany, the “Borrowers” and each, a “Borrower”), each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the Lenders have extended Commitments to make Loans to and maintain Loans with the Borrowers; and
WHEREAS, as a condition precedent to making and maintaining the Loans under the Credit Agreement, each Grantor is required to execute and deliver this Security Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Lenders and the L/C Issuer to make and maintain the Credit Extensions and to induce the Secured Parties to enter into Secured Swap Agreements and Secured Treasury Management Agreements, each Grantor agrees, for the benefit of each Secured Party, as follows: