Common use of Vessel Collateral Clause in Contracts

Vessel Collateral. Each Borrower hereby pledges, assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, a security interest in all of the following Property now owned or at any time hereafter acquired by such Borrower or in which such Borrower now has or at any time in the future may acquire any right, title or interest to the extent that the following arises from or is used in connection with or is necessary for the operation of the Vessels listed on Schedule 2 and any other Vessel that is now or hereafter collateral for any of the Borrower Obligations (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Borrower Obligations: (1) all Accounts; (2) all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); (3) all Commercial Tort Claims; (4) all Documents; (5) all General Intangibles (including, without limitation, rights in and under any Swap Agreements); (6) all Goods (including, without limitation, all Inventory and all Equipment, but excluding all Fixtures); (7) all Instruments; (8) all Investment Property; (9) all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); (10) all Supporting Obligations; (11) all books and records pertaining to the Collateral; and ▇▇▇▇▇ Fargo, et al. September , 2006 (12) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything in the Loan Documents to the contrary, the Collateral shall not include (i) any charters or other customer contracts (“Excluded Contracts”) to which a Borrower is a party which contain enforceable restrictions on the assignment or transfer of such Borrower’s rights thereunder (unless the term resulting in such unenforceability, breach, termination or default would be ineffective or unenforceable under Section 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law or principles of equity), then the liens and security agreements granted under this Agreement shall be limited only to the extent necessary to comply with such enforceable restrictions (with such limitation automatically ceasing upon removal of, or receipt of any consent with respect to, such restrictions), and will in any event attach to the amounts payable to such Borrower under any such agreement, including any proceeds of such agreement, or (ii) any Inventory or Equipment (including spare parts) not installed for use aboard a Vessel (including equipment aboard any of the Vessels which is not owned by such Borrower), whether now owned or hereafter acquired, whether on board or not, to the extent that such items may be used in connection with one or more of the vessels of either Borrower or any Subsidiary of the Parent Guarantor that are not subject to liens in favor of the Administrative Agent.

Vessel Collateral. Each The Borrower hereby pledges, assigns and transfers to the Administrative Agent, and hereby grants grant to the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, a security interest in all of the following Property now owned or at any time hereafter acquired by such the Borrower or in which such the Borrower now has or at any time in the future may acquire any right, title or interest interest, to the extent that the following such Property arises from or is used in connection with or is necessary for the operation of the Vessels listed on Schedule 2 and (or any other Vessel that is now or hereafter collateral for any of the Borrower Obligations of such Obligor) (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Borrower the Borrower’s Obligations: (1) all Accounts; (2) all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); (3) all Commercial Tort Claims; (4) all Documents; (5) all General Intangibles (including, without limitation, rights in and under any Swap Agreements); (6) all Goods (including, without limitation, all Inventory and all Equipment, but excluding all Fixtures); (7) all Instruments; (8) all Investment Property; (9) all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); (10) all Supporting Obligations; (11) all books and records pertaining to the Collateral; and ▇▇▇▇▇ Fargo, et al. September , 2006and (12) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything in the Loan Documents to the contrary, the Collateral shall not include (i) any charters or other customer contracts (“Excluded Contracts”) to which a the Borrower is a party which contain enforceable restrictions on the assignment or transfer of such the Borrower’s rights thereunder (unless the term resulting in such unenforceability, breach, termination or default would be ineffective or unenforceable under Section 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law or principles of equity), then the liens and security agreements granted under this Agreement shall be limited only to the extent necessary to comply with such enforceable restrictions (with such limitation automatically ceasing upon removal of, or receipt of any consent with respect to, such restrictions), and will in any event attach to the amounts payable to such the Borrower under any such agreement, including any proceeds of such agreement, or (ii) any Inventory or Equipment (including spare parts) not installed for use aboard a Vessel (including equipment aboard any of the Vessels which is not owned by such the Borrower), whether now owned or hereafter acquired, whether on board or not, to the extent that such items may be used in connection with one or more of the vessels of either the Borrower or any Subsidiary of the Parent Guarantor that are not subject to liens in favor of the Administrative Agent.