Common use of Collateral Security and Guaranties Clause in Contracts

Collateral Security and Guaranties. (a) The Obligations shall be secured by a perfected first priority security interest (subject only to Liens permitted by Section 7.1 entitled to priority under applicable law) in all present and future Equity Interests of each Borrower’s present and future Domestic Subsidiaries and Material Foreign Subsidiaries (limited, in the case of each Material Foreign Subsidiary that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, to a pledge of 66% of the Equity Interests of each such first-tier Material Foreign Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the Borrowers), whether now owned or hereafter acquired and all proceeds and products thereof pursuant to the terms of the Security Documents to which such Borrower is a party. (b) The Obligations shall also be guaranteed pursuant to the terms of the Guaranty executed by each Domestic Subsidiary, and to the extent no material adverse tax consequences would result, each Material Foreign Subsidiary. The Obligations of each of the now existing and future Guarantors under its respective Guaranty shall be in turn secured by a perfected first priority security interest (subject only to Liens permitted by Section 7.1 entitled to priority under applicable law) in all present and future Equity Interests of each Guarantor’s present and future Domestic Subsidiaries and Material Foreign Subsidiaries (limited, in the case of each Material Foreign Subsidiary that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, to a pledge of 66% of the Equity Interests of each such first-tier Material Foreign Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to such Guarantor), whether now owned or hereafter acquired and all proceeds and products thereof pursuant to the terms of the Security Documents to which such Guarantor is a party.

Collateral Security and Guaranties. (a) The Parent and the Borrowers covenant and agree as follows: The Obligations of the Borrowers shall be guaranteed equally and ratably by the Parent and each other Subsidiary (direct and indirect) of the Parent, to the extent that such other Subsidiary of the Parent is required to guaranty the obligations of the Parent under the terms of the Indentures relating to the Senior Notes. The Obligations of the Borrowers shall be secured by a perfected first priority security interest (subject only to Permitted Liens permitted by Section 7.1 entitled to priority under applicable law) in all present and future Equity Interests of each Borrower’s present and future Domestic Subsidiaries and Material Foreign Subsidiaries (limited, in the case of each Material Foreign Subsidiary that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, to a pledge of 66% of the Equity Interests of each such first-tier Material Foreign Subsidiary i) certain US Flag Vessels to the extent contemplated by the pledge of any greater percentage would result in material adverse tax consequences to the Borrowers), whether now owned or hereafter acquired US Vessel Mortgage and all proceeds and products thereof pursuant to the terms (ii) certain other assets of the Security Documents to which such Borrower is a party. (b) The Obligations shall also be guaranteed pursuant to the terms of the Guaranty executed by each Domestic Subsidiary, and Borrowers to the extent no material adverse tax consequences would result, each Material Foreign Subsidiarycontemplated by the Security Documents. The Obligations of each Promptly upon request of the now existing Agent, which may be made from time to time, the Borrowers shall grant to the Agent, for the benefit of the Banks and future Guarantors under its respective Guaranty shall be in turn secured by the Agent, a perfected first priority security interest in one or more Vessel(s) as replacement Collateral hereunder; provided that (subject only to Liens permitted by Section 7.1 entitled to priority under applicable lawi) in all present connection with the grant of any such security interest, the Agent's security interest in existing Collateral of equal or greater value shall, if such release is permitted pursuant to Section 10.4 hereof, have been released by the Agent and future Equity Interests of each Guarantor’s present and future Domestic Subsidiaries and Material Foreign Subsidiaries (limited, ii) the Borrowers shall not be required to grant a security interest as replacement Collateral in the case of each Material Foreign Subsidiary that any Vessel which is subject to a “controlled foreign corporation” under Section 957 binding purchase agreement with a Person which is not an Affiliate of the Internal Revenue Code, to a pledge of 66% Borrowers. The Borrowers shall pay all reasonable costs and expenses of the Equity Interests Agent and the Banks and of each such first-tier Material Foreign Subsidiary counsel to the extent the pledge Agent incurred in connection with any such replacement of any greater percentage would result in material adverse tax consequences to such Guarantor), whether now owned or hereafter acquired and all proceeds and products thereof pursuant to the terms of the Security Documents to which such Guarantor is a partyCollateral.