Common use of Security of Borrowers and Guarantors Clause in Contracts

Security of Borrowers and Guarantors. All of the Obligations shall be secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral (which shall include, without limitation, all Eligible Containers, Direct Finance Lease Receivables, and all products and proceeds thereof) of CAI, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which CAI is a party. In addition to the collateral security described in the immediately preceding sentence, to the extent the Borrowers make a request (and the Administrative Agent agrees) to include Eligible Containers and/or Direct Finance Leases of any Domestic Subsidiary in the Borrowing Base, and as otherwise provided in §8.15.2 with respect to accounts, all of the Obligations shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral of such Domestic Subsidiary, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which such Domestic Subsidiary is a party; provided, however, that, notwithstanding anything to the contrary contained herein, no assets of any Domestic Subsidiary shall be included in the Borrowing Base unless requested by the Borrowers and approved by the Administrative Agent. In addition to the collateral security described in the immediately preceding two (2) sentences, the Obligations of CAL shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral (which shall include, without limitation, all Eligible Containers, Direct Finance Lease Receivables, and all products and proceeds thereof) of CAL, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which CAL is a party. In addition to the collateral security described in the immediately preceding three (3) sentences, to the extent the Borrowers make a request (and the Administrative Agent agrees) to include assets of any Foreign Subsidiary in the Borrowing Base, and as otherwise provided in §8.18 with respect to accounts, the Obligations of CAL shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral of each Foreign Subsidiary of CAL, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which such Foreign Subsidiary is a party; provided, however, that, notwithstanding anything to the contrary contained herein, no assets of any Foreign Subsidiary (other than CAL) shall be included in the Borrowing Base unless requested by the Borrowers and approved by the Administrative Agent. Notwithstanding anything to the contrary in this §6.1, a direct or indirect non-Guarantor Foreign Subsidiary of CAI which is formed as a special purpose entity in connection with a secured financing transaction which is without recourse to CAI or any of its other Subsidiaries or any of their assets shall not be subject to the collateral security requirements of this §6.1.

Security of Borrowers and Guarantors. All of the Obligations shall be secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral (which shall include, without limitation, all Eligible Containers, Eligible Chassis, Direct Finance Lease Receivables, and all products and proceeds thereof) of CAICAI and the Guarantors who are Domestic Subsidiaries, whether now owned or hereafter acquired, and a pledge of 100% of the Capital Stock of each of CAI’s Subsidiaries (or, in the case of a Foreign Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, 66% of the Capital Stock of each such first-tier Foreign Subsidiary), in each case pursuant to the terms of, and as provided in, the Security Documents to which CAI or such Guarantor is a party. In addition to the collateral security described in the immediately preceding sentence, to the extent the Borrowers make a request (and the Administrative Agent agrees) to include Eligible Containers and/or Direct Finance Leases of any Domestic Subsidiary in the Borrowing Base, and as otherwise provided in §8.15.2 with respect to accounts, all of the Obligations shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral of such Domestic Subsidiary, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which such Domestic Subsidiary is a party; provided, however, that, notwithstanding anything to the contrary contained herein, no assets of any Domestic Subsidiary shall be included in the Borrowing Base unless requested by the Borrowers and approved by the Administrative Agent. In addition to the collateral security described in the immediately preceding two (2) sentences, the Obligations of CAL CAI Barbados shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral (which shall include, without limitation, all Eligible Containers, Eligible Chassis, Direct Finance Lease Receivables, and all products and proceeds thereof) of CALCAI Barbados, whether now owned or hereafter acquired, and a pledge of 100% of the Capital Stock of each of CAI Barbados’ Subsidiaries (or, in the event that a pledge of the Capital Stock of such Subsidiary may cause material adverse tax consequences, such lesser percentage of the Capital Stock of each such Subsidiary as may be agreed to by CAI and the Administrative Agent), in each case pursuant to the terms of, and as provided in, the Security Documents to which CAL CAI Barbados is a party. In addition to the collateral security described in the immediately preceding three two (32) sentences, to the extent the Borrowers make a request (and the Administrative Agent agrees) to include assets of any Foreign Subsidiary in the Borrowing Base, and as otherwise provided in §8.18 8.20 with respect to accounts, the Obligations of CAL CAI Barbados shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral of each Foreign Subsidiary of CALCAI Barbados, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which such Foreign Subsidiary is a party; provided, however, that, notwithstanding anything to the contrary contained herein, no assets of any Foreign Subsidiary (other than CALCAI Barbados) shall be included in the Borrowing Base unless requested by the Borrowers and approved by the Administrative Agent. Notwithstanding anything to the contrary in this §6.1, a direct or indirect non-Guarantor Foreign Subsidiary of CAI which is formed as a special purpose entity in connection with a secured financing transaction which is without recourse to CAI or any of its other Subsidiaries or any of their assets shall not be subject to the Capital Stock pledge requirements or collateral security requirements of this §6.1.

Security of Borrowers and Guarantors. All (a) The Obligations of the Obligations Hexcel shall be secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in (x) all of the assets constituting Collateral accounts receivable, cash, cash equivalents, bank accounts (which shall includesubject to the limitations described in Section 7.17.1) and inventory of Hexcel, without limitation, together with all Eligible Containers, Direct Finance Lease Receivables, and all products and proceeds thereof) rights under contracts of CAIsale relating to or affecting the creation or collection of any such accounts or the completion or sale of any such inventory, whether now owned or hereafter acquired, in each case and all products and proceeds thereof, pursuant to the terms of, and as provided in, of the Security Documents to which CAI Hexcel is a party and a first priority perfected pledge (or the equivalent thereof under local law as determined by the Administrative Agent) of 65% of the capital stock (issued share capital) or other equity interests of each of its first tier Material Foreign Subsidiaries; PROVIDED HOWEVER, that to the extent that any such first tier Material Foreign Subsidiary is treated as a disregarded entity for United States federal income tax purposes, Hexcel shall, in addition, pledge 65% of the capital stock of any Material Foreign Subsidiary directly owned by such disregarded first tier Material Foreign Subsidiary; and (y) all of the accounts receivable, cash, cash equivalents, bank accounts and inventory of each of the Subsidiary Guarantors, together with all rights under contracts of sale relating to or affecting the creation or collection of any such accounts or the completion or sale of any such inventory, whether now owned or hereafter acquired, and all products and proceeds thereof, pursuant to the terms of the Security Documents to which each such Guarantor is a party. In addition to , (b) the collateral security described in Obligations of the immediately preceding sentence, to the extent the Borrowers make a request (and the Administrative Agent agrees) to include Eligible Containers and/or Direct Finance Leases of any Domestic Subsidiary in the Borrowing Base, and as otherwise provided in §8.15.2 U.K. Borrower with respect to accounts, all of the Obligations U.K. Exposure (only) shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral accounts receivable, cash, cash equivalents, bank accounts (subject to the limitations described in Section 7.17.1) and inventory of the U.K. Borrower, together with all rights under contracts of sale relating to or affecting the creation or collection of any such Domestic Subsidiaryaccounts or the completion or sale of any such inventory, whether now owned or hereafter acquired, in each case and all products and proceeds thereof, pursuant to the terms ofof the U.K. Security Documents, and as provided in, the Security Documents to which such Domestic Subsidiary is a party; provided, however, that, notwithstanding anything to the contrary contained herein, no assets of any Domestic Subsidiary shall be included in the Borrowing Base unless requested by the Borrowers and approved by the Administrative Agent. In addition to the collateral security described in the immediately preceding two (2c) sentences, the Obligations of CAL the Austrian Borrower with respect to the Austrian Exposure (only) shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral accounts receivable, cash, cash equivalents and bank accounts (which shall include, without limitation, all Eligible Containers, Direct Finance Lease Receivables, and all products and proceeds thereofsubject to the limitations described in Section 7.17.1) of CALthe Austrian Borrower, whether now owned or hereafter acquired, in each case and all products and proceeds thereof, together with all rights under contracts of sale relating to or affecting the creation or collection of any such accounts, pursuant to the terms ofof the Austrian Security Documents, and as provided in, (d) the Security Documents to which CAL is a party. In addition to Obligations of the collateral security described in the immediately preceding three (3) sentences, to the extent the Borrowers make a request (and the Administrative Agent agrees) to include assets of any Foreign Subsidiary in the Borrowing Base, and as otherwise provided in §8.18 German Borrower with respect to accounts, the Obligations of CAL German Exposure (only) shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral accounts receivable, cash, cash equivalents, and bank accounts (subject to the limitations described in Section 7.17.1) of each Foreign Subsidiary of CALthe German Borrower, whether now owned or hereafter acquired, in each case and all products and proceeds thereof, together with all rights under -80- contracts of sale relating to or affecting the creation or collection of any such accounts, pursuant to the terms of, and as provided in, of the German Security Documents to which such Foreign Subsidiary is a party; provided, however, that, notwithstanding anything to the contrary contained herein, no assets of any Foreign Subsidiary (other than CAL) shall be included in the Borrowing Base unless requested by the Borrowers and approved by the Administrative Agent. Notwithstanding anything to the contrary in this §6.1, a direct or indirect non-Guarantor Foreign Subsidiary of CAI which is formed as a special purpose entity in connection with a secured financing transaction which is without recourse to CAI or any of its other Subsidiaries or any of their assets shall not be subject to the collateral security requirements of this §6.1Documents.

Security of Borrowers and Guarantors. All of the Obligations shall be secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral (which shall include, without limitation, all Eligible Containers, Direct Finance Lease Receivables, and all products and proceeds thereof) of CAIthe Loan Parties, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which CAI any Loan Party is a party. In addition to the collateral security described in the immediately preceding sentence, to the extent the Borrowers make a request (and the Administrative Agent agrees) to include Eligible Containers and/or Direct Finance Leases of any Domestic Subsidiary in the Borrowing Base, and as otherwise provided in §8.15.2 with respect to accounts, all of the Obligations shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral of such Domestic Subsidiary, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which such Domestic Subsidiary is a party; provided, however, that, notwithstanding anything to the contrary contained herein, no assets of any Domestic Subsidiary shall be included in the Borrowing Base unless requested by the Borrowers and approved by the Administrative Agent. In addition to the collateral security described in the immediately preceding two (2) sentences, the Obligations of CAL shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral (which shall include, without limitation, all Eligible Containers, Direct Finance Lease Receivables, and all products and proceeds thereof) of CAL, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which CAL is a party. In addition to the collateral security described in the immediately preceding three (3) sentences, to the extent the Borrowers make a request (and the Administrative Agent agrees) to include assets of any Foreign Subsidiary in the Borrowing Base, and as otherwise provided in §8.18 with respect to accounts, the Obligations of CAL shall be further secured by a perfected first priority security interest (subject only to Permitted Liens that are entitled to priority under applicable law) in all of the assets constituting Collateral of each such Foreign Subsidiary of CALSubsidiary, whether now owned or hereafter acquired, in each case pursuant to the terms of, and as provided in, the Security Documents to which such Foreign Subsidiary is a party; provided, however, that, notwithstanding anything to the contrary contained herein, no assets of any Foreign Subsidiary (other than CAL) shall be included in the Borrowing Base unless requested by the Borrowers and approved by the Administrative Agent. Notwithstanding anything to the contrary in this §6.1, a direct or indirect non-Guarantor Foreign Subsidiary of CAI which is formed as a special purpose entity in connection with a secured financing transaction which is without recourse to CAI or any of its other Subsidiaries or any of their assets shall not be subject to the collateral security requirements of this §6.1.