Common use of The Security Documents Clause in Contracts

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Collateral is subject Security Agreement are effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws or by equitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties in the Collateral (as described in the Security Agreement), and upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as pledgeesecured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Collateral Agent of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, constitute has (to the extent provided in the Security Agreement) a fully perfected security interests interest in all right, title and interest in all of the Share Charge Collateral (as described in the Share ChargeSecurity Agreement), subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge Liens other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest Permitted Liens, in the Collateral covered by the Share Charge each case, to the extent a security interest in such Collateral may perfection can be perfected by such filingsaccomplished under applicable law through these actions. (cb) After the execution and registration thereofUpon delivery in accordance with Sections 9.12, the Vessel each Mortgage will create, as security for the obligations purported to be secured thereby, a valid valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and enforceable by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel as may be subject exist pursuant to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Collateral is subject Security Documents are effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable Requirements of Law, and (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon the timely and proper filing of UCC financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as pledgeesecured party, in the secretary of state’s office (or other similar governmental entity) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, constitute has a fully perfected security interests interest in and Lien on all right, title and interest in all of the Share Charge U.S. Collateral (as described in the Share ChargeU.S. Security Agreement), subject to no security interests other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of any other Person. No filings or recordings are required financing statements under applicable Requirements of Law in order to perfect such Location, (or maintain the perfection or priority ofii) the security interests created in the Share Charge case of each Canadian Security Agreement and the Canadian Collateral under the Share Charge described therein, proper filings of PPSA financing statements and other than with respect required filings and registrations required by any Canadian Security Agreement have been made to that portion of the Share Charge Collateral constituting create a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a fully perfected security interest in and Lien on all right, title and interest in all of the Collateral covered by the Share Charge Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch Collateral described in such Dutch Security Agreement, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral may be Agent for the benefit of the Secured Creditors will have a first priority perfected by such filingssecurity interest and Lien in each Deposit Account subject thereto. (cb) After Upon delivery, if any, in accordance with the execution Collateral and registration thereofGuarantee Requirement, the Vessel each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien Lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local lawRequirement of Law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel as may be subject exist pursuant to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Documents are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the US Security Agreement Collateral and UK Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, will have, upon its taking all actions required of it under the UCC, a fully perfected security interest in all right, title and interest in all of the US Security Agreement Collateral described therein (to the extent that such security interest can be perfected by filing a UCC financing statement or, to the extent required by the US Security Agreement, by taking possession of (or taking certain other actions with respect to) the respective US Security Agreement Collateral), subject to any no other Liens except other than Permitted Liens. In addition, the recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective forms attached to the US Security Agreement, in each case in the United States Patent and Trademark Office, together with UCC filings made pursuant to the US Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the US Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the US Security Agreement with the United States Copyright Office, together with UCC filings made pursuant to the US Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the US Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under the US Pledge Agreement constitute perfected security interests in the Share Charge US Pledge Agreement Collateral described in the Share ChargeUS Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge US Pledge Agreement Collateral under the Share Charge US Pledge Agreement other than with respect to that portion of the Share Charge US Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Collateral is subject each U.S. Security Agreement are effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Administrative Agent for the benefit of the Secured Creditors Parties, a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Security Agreement Collateral described therein, subject only and, upon the proper filing of UCC financing statements, registrations, recordings and other actions required by the U.S. Security Documents, necessary or appropriate to Permitted Liens. Subject to Sections 7.02create, 8.04 preserve and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any interest granted to the extent contemplated by the U.S. Security Document except for filings or Documents (which filings, registrations, recordings which shall and other actions have been made accomplished), the Administrative Agent, for the benefit of the Secured Parties, will have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that such Security Agreement Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on or the Closing Date in the State of New York), by filing a financing statement under the UCC as enacted in any relevant jurisdiction, subject to the exceptions contained in the relevant U.S. Security Document, superior to and prior to the execution rights of all third Persons, and subject to no other Liens other than Permitted Liens. (b) The provisions of each Canadian Security Agreement are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in (or, in the province of Quebec, a valid and enforceable hypothec on) all right, title and interest of the Credit Parties in and on the Security Agreement Collateral described therein, and, upon the proper filing of PPSA financing statements, registrations, recordings and other actions required by the Canadian Security Documents, necessary or appropriate to create, preserve and perfect the Lien granted to the extent contemplated by the Canadian Security Documents (which filings, registrations, recordings and other actions have been accomplished), the Administrative Agent, for the benefit of the Secured Parties, will have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that such Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a PPSA financing statement, subject to the exceptions contained in the relevant Canadian Security Documents, superior to and prior to the rights of all third Persons, and subject to no other Liens other than Permitted Liens. (c) The provisions of each European Security Agreement are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and, upon the registrations, recordings and other actions required by the European Security Documents necessary or appropriate to create, preserve and perfect the security interest granted to the extent contemplated by the European Security Documents (which filings, registrations, recordings and other actions have been accomplished), the Administrative Agent, for the benefit of the Secured Parties, will have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, in each case, subject to the exceptions contained in the relevant European Security Document, superior to and prior to the rights of all third Persons, and subject to no other Liens other than Permitted Liens. (d) On the Closing Date, each Receivables Purchase Agreement is in full force and in effect.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10 days following the Initial Borrowing Date will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “"general intangible” " under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After The Vessel Mortgage creates (and, in respect of any Vessel Mortgage delivered pursuant to the definition of Flag Jurisdiction Transfer will, after execution and registration thereof, the Vessel Mortgage will create), as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors (subject to any the provisions of the Intercreditor Agreement) a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made), creates a fully perfected (except as otherwise expressly provided in Section 3.2(d) of the Pledge Agreement with respect to Gaming Patron Indebtedness) lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each Credit Party has good and valid title to all Security Agreement Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors (subject to the provisions of the Intercreditor Agreement) under the Pledge Agreement constitute first priority perfected (except as otherwise expressly provided in Section 3.2(d) of the Pledge Agreement with respect to Gaming Patron Indebtedness) security interests in the Share Charge Collateral described in the Share ChargePledge Agreement Collateral, subject 197 to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After Upon the execution establishment of any Pledged Account in accordance with the Security Agreement, and registration thereofuntil the termination of such Security Agreement in accordance with its respective terms, the Vessel Mortgage security interests created in favor of the Collateral Agent for the benefit of the Secured Creditors (subject to the provisions of the Intercreditor Agreement) under such Security Agreement will constitute perfected security interests in the Collateral (as defined in such Security Agreement), subject to no security interests of any other Person (other than Permitted Liens). No filings or recordings are required (other than those that have been made) in order to perfect (or maintain the perfection or priority of) the security interests created in such Collateral. (d) The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest interests in and mortgage lien liens on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured CreditorsCreditors (subject to the provisions of the Intercreditor Agreement), superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Each of JCC Holding and its Subsidiaries has good and merchantable title to all fee-owned Mortgaged Properties and valid leasehold title to all leasehold Mortgaged Properties, in each case free and clear of all leases, occupancy interests and all Liens related theretoexcept those described in the first sentence of this subsection (d). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Collateral is subject Amended and Restated Security Agreement are effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Security Agreement Collateral described therein to the extent that a security interest can be created therein under the UCC, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest of the Credit Parties in all of the Security Agreement Collateral described therein (to the extent such security interest can be perfected by filing a UCC-1 financing statement or, to the extent required by the Amended and Restated Security Agreement, by taking possession of the respective Security Agreement Collateral), subject to no other Liens other than Permitted Liens. In addition, the recordation of the Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Amended and Restated Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Amended and Restated Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States trademarks and patents covered by the Amended and Restated Security Agreement and specifically identified in such Grant and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Amended and Restated Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Amended and Restated Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States copyrights covered by the Amended and Restated Security Agreement and specifically identified in such Grant. (b) The security interests created in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under the Amended and Restated Pledge Agreement constitute perfected security interests in the Pledge Agreement Collateral described therein, subject only to Permitted Liensno security interests of any other Person. Subject Except to Sections 7.02the extent made on or prior to the Restatement Effective Date, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect (or maintain the perfection of) the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to in the execution of such Security DocumentPledge Agreement Collateral.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or will have within ten days of the Initial Borrowing Date) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein to the extent a security interest therein can be perfected by filing or possession, subject to any no other Liens except other than Permitted Liens. Following the recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective forms attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, the Collateral Agent for the benefit of the Secured Creditors will have, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and following the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, the Collateral Agent for the benefit of the Secured Creditors will have, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration delivery thereof, the Vessel each Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Documents are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the US Security Agreement Collateral and UK Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, will have, (i) upon its taking all actions required of it under the UCC, a fully perfected security interest in all right, title and interest in all of the US Security Agreement Collateral described therein (to the extent that such security interest can be perfected by filing a UCC financing statement or, to the extent required by the US Security Agreement, by taking possession of (or taking certain other actions with respect to) the respective US Security Agreement Collateral), subject to any no other Liens except other than Permitted Liens and (ii) when all filings in appropriate form are filed and recorded in the appropriate offices, a fully perfected security interest in all right, title and interest in all of the UK Security Agreement Collateral described therein (to the extent that such security interest can be perfected by filing appropriate forms or, to the extent required by the UK Security Agreement, by taking possession of (or taking certain other actions with respect to) the respective UK Security Agreement Collateral), subject to no other Liens other than Permitted Liens. In addition, the recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective forms attached to the US Security Agreement, in each case in the United States Patent and Trademark Office, together with UCC filings made pursuant to the US Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the US Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the US Security Agreement with the United States Copyright Office, together with UCC filings made pursuant to the US Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the US Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under the US Pledge Agreement constitute perfected security interests in the Share Charge US Pledge Agreement Collateral described in the Share ChargeUS Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge US Pledge Agreement Collateral under the Share Charge US Pledge Agreement other than with respect to that portion of the Share Charge US Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Collateral described therein and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject to any no other Liens other than Permitted Liens. The recordation of the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under federal and state law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the filing of the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal and state law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, Pledgee for the benefit of the Secured Creditors, under the Pledge Agreements constitute first perfected security interests in the Share Charge Collateral Pledged Securities and Pledged Limited Liability Company Interests described in the Share ChargePledge Agreements, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and Pledged Limited Liability Company Interests and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreements. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (bi) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each provisions of the Security Documents will ---------------------- Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the respective Credit Parties party thereto in the Collateral described therein and, the Collateral Agent, for the benefit of the Secured Creditors, will have, upon making the necessary filings in the appropriate filing office, a fully perfected first Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject only to no other Liens other than Permitted Liens. Subject . (ii) The recordation of the Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC- 1 in all applicable jurisdictions made pursuant to Sections 7.02the Security Agreement, 8.04 will be effective, under federal and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order state law, to perfect the security interests created interest granted to the Collateral Agent in the Trademarks and Patents covered by the Security Agreement and the filing of the Security Agreement with the United States Copyright Office together with filings on Form UCC- 1 made pursuant to the Security Agreement will be effective under any federal and state law to perfect the security interest granted to the Collateral Agent in the Copyrights covered by the Security Document Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in subsection (a) above and in this subsection (b). (iii) From and after the Initial Borrowing Date, the Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable and, upon making the necessary filings in the appropriate filing office, perfected security interest in and Lien on all of the Mortgaged Properties in favor of the Collateral Agent (or recordings which shall have been made on such other trustee as may be required or desirable under local law) for the benefit of the Secured Creditors, superior to and prior to the execution rights of such Security Documentall third persons (except that the security interest created in the Mortgaged Properties may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Each of the Borrower and its Subsidiaries has good and marketable title at the time of the grant thereof and at all times thereafter to all Mortgaged Properties, free and clear of all Liens except those described in the first sentence of this subsection (iii).

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and ​ ​ -70- ​ ​ ​ mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Collateral is subject Security Documents are effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable Requirements of Law, and (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, as a result of the filing of UCC financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as pledgeesecured party, in the secretary of state's office (or other similar governmental entity) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, constitute has a fully perfected security interests interest in and Lien on all right, title and interest in all of the Share Charge U.S. Collateral (as described in the Share ChargeU.S. Security Agreement), subject to no security interests other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of any other Person. No filings or recordings are required financing statements under applicable Requirements of Law in order to perfect such Location, (or maintain the perfection or priority ofii) the security interests created in the Share Charge case of each Canadian Security Agreement and the Canadian Collateral under the Share Charge described therein, proper filings of PPSA financing statements and other than with respect required filings and registrations required by any Canadian Security Agreement have been made to that portion of the Share Charge Collateral constituting create a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a fully perfected security interest in and Lien on all right, title and interest in all of the Collateral covered by the Share Charge Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law through these actions and (iii) as a result of the execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors has a first priority perfected security interest and Lien in such Collateral may be perfected by such filingseach Deposit Account subject thereto. (cb) After Upon delivery, if any, in accordance with the execution Collateral and registration thereofGuarantee Requirement, the Vessel each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien Lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local lawRequirement of Law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel as may be subject exist pursuant to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors (subject to any the provisions of the Intercreditor Agreement) a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made), creates a fully perfected (except as otherwise expressly provided in Section 3.2(d) of the Pledge Agreement with respect to Gaming Patron Indebtedness) lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each Credit Party has good and valid title to all Security Agreement Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors (subject to the provisions of the Intercreditor Agreement) under the Pledge Agreement constitute first priority perfected (except as otherwise expressly provided in Section 3.2(d) of the Pledge Agreement with respect to Gaming Patron Indebtedness) security interests in the Share Charge Collateral described in the Share ChargePledge Agreement Collateral, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After Upon the execution establishment of any Pledged Account in accordance with the Security Agreement, and registration thereofuntil the termination of such Security Agreement in accordance with its respective terms, the Vessel Mortgage security interests created in favor of the Collateral Agent for the benefit of the Secured Creditors (subject to the provisions of the Intercreditor Agreement) under such Security Agreement will constitute perfected security interests in the Collateral (as defined in such Security Agreement), subject to no security interests of any other Person (other than Permitted Liens). No filings or recordings are required (other than those that have been made) in order to perfect (or maintain the perfection or priority of) the security interests created in such Collateral. (d) The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest interests in and mortgage lien liens on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured CreditorsCreditors (subject to the provisions of the Intercreditor Agreement), superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Each of JCC Holding and its Subsidiaries has good and merchantable title to all fee-owned Mortgaged Properties and valid leasehold title to all leasehold Mortgaged Properties, in each case free and clear of all leases, occupancy interests and all Liens related theretoexcept those described in the first sentence of this subsection (d). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (ba) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (cb) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (dc) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in ​ -69- ​ ​ ​ favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, will have, upon its taking all actions required of it under the UCC, a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein (to the extent that such security interest can be perfected by filing a UCC financing statement or, to the extent required by the Security Agreement, by taking possession of (or taking certain other actions with respect to) the respective Security Agreement Collateral), subject to any no other Liens except other than Permitted Liens. In addition, the recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective forms attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with UCC filings made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with UCC filings made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral (subject to any limitations specified therein), and the Collateral Agent, for the benefit of the Secured Creditors, shall when filings on form UCC-1 in appropriate form are filed in offices located in the jurisdictions specified on Annex C to the Security Agreement, have a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein (other than U.S. registrations and applications for trademarks, patents and copyrights for which applicable law requires in a filing of a federal agency for perfection purposes), to the extent perfection can be obtained by filing form UCC-1s, subject to no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement (it being understood that subsequent filings may be necessary to perfect a security interest in registered trademarks, patents, trademark and patent applications, and registered copyrights, acquired by the Credit Parties after the date hereof). (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors shall constitute perfected security interests in the Share Charge Collateral described in the Share ChargePledge Agreement Collateral, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Each Mortgage will is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local lawparty thereto) for the benefit of the Secured Creditors, and when such Mortgage is filed or recorded in proper real estate filing or recording office, such security interest and mortgage lien shall be fully perfected, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security ---------------------- Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower and the Subsidiary Guarantors in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed), creates, a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, which security interest shall be subject to any no other Liens other than Permitted Filings. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement are effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. The Borrower and each Subsidiary Guarantor has good and marketable title to all Security Agreement Collateral pledged by it under the Security Agreement, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured CreditorsCreditors under the Pledge Agreements, upon the delivery of the Pledged Securities to the Collateral Agent, constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreements, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge Pledge Agreements other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in deemed necessary by the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsAgent. (c) After the execution and registration recording thereof, the Vessel Mortgage Mortgages will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After Liens. Schedule 5.11 contains a true and complete list of each parcel of Real Property owned or leased by the execution Borrower and delivery thereof the Subsidiary Guarantors on the Effective Date, and upon the taking type of interest therein held by the actions mentioned in the immediately succeeding sentence, Borrower or such Subsidiary Guarantor. The Borrower and each of the Security Documents will create in favor Subsidiary Guarantors have good and indefeasible title to all fee owned Mortgaged Properties on the Effective Date free and clear of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto Liens except those described in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and first sentence of this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Documentsubsection (c).

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens.. ​ -75- ​ ​ (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens.. ​ ​ -71- ​ ​ ​ ​ (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral The Security Agreement is subject effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors Purchasers a legal, valid and enforceable fully perfected first priority security interest in the Collateral, and when the financing statements and other filings in appropriate form are filed as required by Section 5 of the Security Agreement, the Liens created pursuant to the Security Agreement shall constitute a fully perfected Lien on on, and security interest in, all right, title and interest of the Credit Parties party thereto grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Collateral described thereinSecurity Agreement), in each case prior and superior in right to any other person except as provided in this Agreement and subject only to no other Liens except for Permitted Liens. Subject In addition to Sections 7.02the financing statements and other filings contemplated in the preceding sentence, 8.04 when the Security Agreement is filed in the United States Patent and this Section 8.11 Trademark Office and the definition United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of “the grantors thereunder in the Intellectual Property Collateral (as defined in the Security Agreement), in each case prior and Guaranty Requirements,” no filings or superior in right to any other person except as provided in this Agreement (it being understood that subsequent recordings are required in order the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the security interests created under any grantors after the date hereof), and subject to no other Liens except for Permitted Liens. (b) Each Security Document except for filings or recordings which shall have been made delivered pursuant to Section 9.07 will, upon execution and delivery thereof, be effective to create in favor of the Purchasers, a legal, valid and enforceable Lien on or prior all of the Company’s and the Delaware Sub’s right, title and interest in and to the execution of Collateral, and when such Security DocumentDocument is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Company and the Delaware Sub in such Collateral, in each case prior and superior in right to any other Person except as provided in this Agreement, and subject to no other Liens.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security ​ ​ (67) ​ ​ ​ interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is subject to any Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, free and clear of all other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests free and clear of any all other PersonLiens. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution If and registration thereofwhen a Mortgage is created, the Vessel each such Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created infoUSA Credit Agreement on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of Acme Steel in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first (after giving effect to the provisions of the Collateral Agency Agreement) lien on, and security interest in, all right, title and interest of Acme Steel in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected (after giving effect to the provisions of the Collateral Agency Agreement) security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other PersonPerson (other than the pari passu lien of the holders of the Existing Senior Secured Notes). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected first priority (after giving effect to the provisions of the Collateral Agency Agreement) security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule 5.11 contains a true and complete list of each parcel of Real Property owned or leased by the Borrower and its Subsidiaries on the Effective Date, and the type of interest therein held by the Borrower or such Subsidiary. The Borrower and each of its Subsidiaries have good and marketable title to all fee- owned Real Property and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related thereto)other than Permitted Liens. (d) After Notwithstanding anything to the execution and delivery contrary contained in this Section 5.11 or elsewhere in this Agreement, until such time as all Existing Senior Secured Notes have been paid in full or defeased in accordance with the terms thereof, the holders thereof and upon may have a pari passu Lien on the taking of Collateral in accordance with the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor terms of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentAgency Agreement.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is subject to any Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, free and clear of all other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests free and clear of any all other PersonLiens. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCCPledge Agreement. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings.infoUSA Amended and Restated Credit Agreement (c) After the execution If and registration thereofwhen a Mortgage is created, the Vessel each such Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein to the extent that such security interest in such Security Agreement Collateral may be perfected pursuant to the relevant UCC, subject to any no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other PersonPerson except non-consensual Liens which constitute Permitted Liens and are junior in priority to the Liens and security interests created by the Pledge Agreement. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “"general intangible” " under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Each Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security ---------------------- Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, shall, at all times on and after the tenth day following the Initial Borrowing Date, have a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein (other than with respect to liens on, and security interests in, immaterial assets of Holdings and its Subsidiaries, which security interests and liens cannot be perfected by the filing of a financing statement), subject to any no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the -43- Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral described in the Share ChargePledge Agreement Collateral, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement Collateral. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral The U.S. Security Agreement is subject effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge create in favor of the Pari Passu Collateral Agent, as pledgee, Agent for the benefit of the Secured Creditors, constitute perfected legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral, in the Share Charge Collateral described in the Share Chargeeach case, subject to no security interests the terms of any other Person. No filings or recordings the Intercreditor Agreement, and, when (i) financing statements are required in order to perfect (or maintain the perfection or priority of) the security interests created filed in the Share Charge offices specified on Schedule 8.11 and (ii) upon the taking of possession or control by the Pari Passu Collateral under Agent of the Share Charge other than Security Agreement Collateral with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect which a security interest may be perfected only by possession or control (which possession or control shall be given to the Pari Passu Collateral Agent, to the extent possession or control by the Pari Passu Collateral Agent is required by the U.S. Security Agreement), the Liens created by the U.S. Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by the filing of a financing statement or by possession or control by the Pari Passu Collateral Agent), in each case subject to no Liens other than Permitted Liens. (b) Each of the Collateral Rig Mortgages is in proper legal form under the laws of the relevant flag state for the enforcement thereof under such laws, subject only to such matters which may affect enforceability arising under the laws of the State of New York or with respect to Collateral Rigs registered in the Republic of Liberia, under the laws of the Republic of Liberia, and such other matters that do not substantially interfere with the practical realization of the principal benefits expressed in the Collateral covered by Rig Mortgages, except for the Share Charge economic consequences of any procedural delay that might result from such matters. To ensure the legality, validity, enforceability or admissibility in evidence of each such Collateral Rig Mortgage or other Credit Document in the relevant flag state it is not necessary that any such Collateral Rig Mortgage or other Credit Document or any other document be filed or recorded with any court or other authority in such relevant flag state, except as have been made or provided to the extent a security interest Pari Passu Collateral Agent or will be made or provided to the Pari Passu Collateral Agent, in accordance with this Agreement, such Collateral may be perfected by such filings. (c) After Rig Mortgage or the execution Intercreditor Agreement. Each Collateral Rig Mortgage executed and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel delivered creates in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Pari Passu Collateral Agent for the benefit of the Secured Creditors a legal, valid, and enforceable first preferred mortgage lien over the Collateral Rig or Collateral Rigs covered thereby and when duly recorded in accordance with the laws of the Collateral Rig’s registry, will constitute a “preferred mortgage” within the meaning of Section 31301(6) of Title 46 of the United States Code, entitled to the benefits accorded a preferred mortgage on a foreign vessel, in the case of Collateral Rigs not registered under the laws and flag of the United States, and in the case of Collateral Rigs registered under the laws and flag of the United States, constitutes a “preferred mortgage” within the meaning of Section 31301(6) of Title 46 of the United States Code, entitled to the benefits accorded a preferred mortgage on a registered vessel under the laws and flag of the United States. (c) Each other Security Document delivered on the Effective Date or pursuant to Sections 9.09 and 9.11 will, upon execution and delivery thereof, be effective to create in favor of the Pari Passu Collateral Agent for the benefit of the Secured Creditors, legal, valid and enforceable fully perfected first priority Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and Lien on to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Pari Passu Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Pari Passu Collateral Agent, to the extent required by any Security Document), such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties party thereto in such Collateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by the filing of a financing statement or by possession or control by the Pari Passu Collateral described thereinAgent), in each case subject only to no Liens other than the applicable Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Collateral described therein and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject to any no other Liens other than Permitted Liens. The recordation of the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under federal and state law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the filing of the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal and state law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, Pledgee for the benefit of the Secured Creditors, under the Pledge Agreements constitute first perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreements, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreements. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Guaranty and Collateral Agreement (taken as a whole) are effective, upon execution and delivery thereof, to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) security interest in all right, title and interest of the respective Credit Parties in the GCA Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, will have a perfected (if and to the extent perfection is required by the Guaranty and Collateral Agreement) security interest in all right, title and interest in all of the GCA Collateral described therein, subject to any no other Liens except other than Permitted Liens, (i) when financing statements and other filings in appropriate form are filed in the respective jurisdiction of organization of each Credit Party and in the United States Patent and Trademark Office and United States Copyright Office, as required by the Guaranty and Collateral Agreement, and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Guaranty and Collateral Agreement) (to the extent intended to be created thereby and to the extent such perfection is governed by the laws of the United States, any state thereof or the District of Columbia). (b) The Subject to applicable Gaming Regulations (including the receipt of the approvals of the applicable Gaming Authorities described in Section 13.22(ii)), upon execution and delivery of the Gaming Pledge Agreement, the filing of financing statements and the taking possession or control by the Collateral Agent of the Gaming Pledge Agreement Collateral, the security interests created under the Share Charge Gaming Pledge Agreement in favor of the Collateral Agent, as pledgee, Agent for the benefit of the Secured Creditors, constitute perfected (if and to the extent such perfection is required by the Gaming Pledge Agreement) security interests in the Share Charge Gaming Pledge Agreement Collateral described in the Share ChargeGaming Pledge Agreement, subject to no security interests of any other Person, other than non-consensual Permitted Liens of the type permitted under Section 10.01(i). No filings or recordings are required in order to perfect (or maintain the perfection or priority ofof (if and to the extent such perfection is required by the Gaming Pledge Agreement)) the security interests created in the Share Charge Gaming Pledge Agreement Collateral under the Share Charge Gaming Pledge Agreement other than with respect to that portion of the Share Charge Gaming Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect UCC which is not also a security interest “certificated security” (as defined in the Collateral covered by the Share Charge to the extent a security interest UCC as in such Collateral may be perfected by such filingseffect with New York). (c) After the execution Each Mortgage, upon its execution, delivery and registration filing thereof, the Vessel Mortgage will createcreates, as security for the obligations Obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien Lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest in and mortgage lien Lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties party thereto in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will create, as may be perfected by such filing and recordation, a perfected security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will create, as may be perfected by such filing and recordation, a perfected security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related theretopermitted under Section 9.01). . Schedule III contains a true and complete list of each parcel of Real Property owned or leased by the Borrower and its Subsidiaries on the Restatement Effective Date, and the type of interest therein held by the Borrower or such Subsidiary. The Borrower and each of its Subsidiaries have (di) After the execution good and delivery thereof marketable title to all fee-owned Real Property free and upon the taking clear of the actions mentioned all Liens except those described in the immediately succeeding sentence, each first sentence of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, this subsection (c) and (ii) valid and enforceable fully perfected first priority security interest in and Lien on leasehold title to all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentLeaseholds.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Security Agreement Collateral described therein, and, in the case of security interests created on the Initial Borrowing Date, the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10 days (or 30 days in the case of filings to be made with the United States Copyright Office or 90 days in the case of filings to be made with the United States Patent and Trademark Office) following the Initial Borrowing Date will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States registered trademarks and patents (and applications therefor) covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States registered copyrights (and applications therefor) covered by the Security Agreement. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person, other than non-consensual Permitted Liens of the type permitted under Section 10.01(i). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge either Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect UCC which is not also a security interest “certificated security” (as defined in the Collateral covered by the Share Charge to the extent a security interest UCC as in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related theretoeffect with New York). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral AgentEach Security Document heretofore delivered grants, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests and each Security Document hereafter delivered when delivered will grant a Lien in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings properties or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported rights intended to be secured thereby, covered ther▇▇▇ (▇▇▇ "▇▇llateral") which (i) will constitute a valid and enforceable perfected security interest in and mortgage lien on under the Vessel in favor Uniform Commercial Code of the State (x) in which the Collateral Agent is located and (or such other trustee y) by which any Security Document is governed (as may applicable, the "UCC"), (ii) will be required or desired under local law) for the benefit entitled to all of the Secured Creditorsrights, benefits and priorities provided by the UCC, and (iii) when such Security Documents or financing statements with respect thereto are filed and recorded as required by the UCC, will be superior and prior to the rights of all third Persons (now existing or hereafter arising whether by way of mortgage, pledge, lien, security interest, encumbrance or otherwise, except that for Permitted Liens, and will provide the Agent and Lenders the Requisite Priority. All such action as is necessary in law has been taken, or prior to the Effective Date will have been taken, to establish and perfect the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned Agent and the Lenders in the immediately succeeding sentence, Collateral and to entitle the Lenders or the Agent on behalf of the Lenders to exercise the rights and remedies provided in each of the Security Documents and the UCC, as applicable, and no filing, recording, registration or giving of notice or other action is required in connection therewith except such as has been made or given or will create in favor have been made or given prior to such dates. All filing and other fees and all recording or other tax payable with respect to the recording of any of the Collateral Security Documents and UCC financing statements have been paid or provided for. (b) In furtherance (and not in limitation) of Section 10.33(a), after giving effect to the Pledge Agreements and Security Agreements listed on Schedule 10.33(c), (i) each of Borrower and each Primary Obligor will have granted the Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all (x) each Pledged Note and on each other note, instrument or other evidence of indebtedness, other than any Excluded Note, in which it has any right, title or interest; and interest (y) each Equity Interest, other than Equity Interests in Excluded Entities, in which it has any right, title or interest. (c) In furtherance (and not in limitation) of the Credit Parties foregoing, on each AP Funding Date, FC Commercial will have granted to the Agent pursuant to the Pledge Agreements to which it is a party thereto in a perfected Lien on each Equity Interest issued to it by the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 PFAL Portfolio Entity acquiring an Asset Pool on such day which will be superior and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution rights of such Security Documentall third Parties now existing or hereafter arising.

The Security Documents. (a) None With respect to the Security Agreement Collateral that consists of cash, Cash Equivalents and property in which a security interest may be perfected by the filing of a financing statement under the UCC, upon (i) possession by the Collateral Agent or its designee in the case of cash, (ii) the taking of all action required under Article 8 or Article 9, as applicable, of the UCC in the case of Cash Equivalents and instruments and (iii) the filing of appropriate financing statements under the UCC in the case of such other Security Agreement Collateral (all of the foregoing actions described in preceding clauses (i), (ii) and (iii) having been done and being in full force and effect with respect to such Security Agreement Collateral owned by such Credit Party on any date on which this representation and warranty is made or deemed made or, (x) in the case of the Effective Date, will have been done within 10 days following the Effective Date or (y) in the case of any Security Agreement Collateral acquired on any Addition Date, within 10 days following such Addition Date), the Collateral Agent has been granted, for the benefit of the Secured Creditors and pursuant to the Security Agreement, a legal, valid and enforceable security interest in all right, title and interest of such Credit Party in such Security Agreement Collateral, which security interest is a fully perfected first lien on, and security interest in, all right, title and interest of such Credit Party in all of such Security Agreement Collateral, subject to no other Liens other than Permitted Liens, it being understood that no representation and warranty is made in this Section 6.11(a) with respect to Cash Equivalents which, in the aggregate, total less than $100,000. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement (appropriately completed) in the United States Patent and Trademark Office together with filings of financing statements under the UCC will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the United States trademarks (if any) and United States patents (if any) covered by the Security Agreement and owned by any Credit Party party thereto on any date on which this representation and warranty is made or deemed made and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement (appropriately completed) in the United States Copyright Office together with filings of financing statements under the UCC will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the United States registered copyrights (if any) covered by the Security Agreement and owned by any Credit Party party thereto on any date on which this representation and warranty is made or deemed made. Each Credit Party has good and marketable title to all Security Agreement Collateral, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The Upon delivery to the Collateral Agent of any certificated Pledged Securities referred to in the Pledge Agreement and upon the taking of all actions required by Article 8 or Article 9, as applicable, of the UCC in the case of any uncertificated Pledged Stock (which delivery and/or such other actions have been done and remain in full force and effect as to all such Pledge Agreement Collateral owned by any Credit Party on any date on which this representation and warranty is made or deemed made), the security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement and owned by the Credit Parties party thereto on any date on which this representation and warranty is made or deemed made, subject to no security interests of any other Person. No filings or recordings (except as have been done in connection with any uncertificated Pledged Stock) are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After The Mortgages create (upon recordation in all relevant jurisdictions, which recordations have been made and remain in full force and effect as to all Mortgaged Properties owned or leased by any Credit Party on any date on which this representation is made or deemed made (or, (x) in the execution and registration thereofcase of the Mortgage on the San Francisco Marriott, such recordation will have been made within 10 days following the Vessel Mortgage Effective Date or (y) in the case of any Mortgaged Property acquired on any Addition Date, such recordation will createhave been made within 10 days following such Addition Date)), as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties owned by any Credit Party on any date on which this representation and warranty is made or deemed made and in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Holdings and its Subsidiaries on the Effective Date, and the type of interest therein held by Holdings or any such Subsidiary. Each of the Borrower, Marriott Suites L.P. or the respective Subsidiary Guarantor, as the case may be, has good and marketable title to all Borrowing Base Properties owned by them on any date on which this representation and warranty is made or deemed made free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution The Partnership Pledge and delivery thereof and upon the taking Security Agreement creates (after all steps required under Article 8 or Article 9, as applicable, of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create UCC have been taken) in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the each Credit Parties party thereto Party in the Partnership Pledge and Security Agreement Collateral described therein and owned by such Credit Party on any date on which this representation and warranty is made or deemed made, which security interest shall, (i) upon delivery to the Collateral Agent of any certificates evidencing equity interests in a Pledged Partnership Entity, (ii) upon the filing of appropriate financing statements under the UCC in respect of any Pledged Partnership Entity's partnership interest that is not represented by a certificate and (iii) upon the taking of all steps required under Article 8 or Article 9, as applicable, of the UCC (which delivery, filings and/or steps have been done and remain in full force and effect as to the Partnership Pledge and Security Agreement Collateral owned by any Credit Party on any date on which this representation and warranty is made or deemed made), constitute a fully perfected first lien on, and security interest in, all right, title and interest of such Credit Party in all of the Partnership Pledge and Security Agreement Collateral described therein, subject only to Permitted Liens. Subject no security interests of any other Person. (e) Upon delivery to Sections 7.02, 8.04 and this Section 8.11 the Collateral Agent of the Existing New York Marriott Financial Center Notes and the definition filing of “Collateral the New York Marriott Financial Center Assignment and Guaranty Requirements,” no Pledge Agreement and appropriate financing statements under the UCC (which delivery has been made, and which filings have been done and remain in full force and effect to the extent that the representation is made (or recordings are required in order to perfect deemed made) on or after the tenth day after the Effective Date), the security interests created in favor of the Collateral Agent for the benefit of the Secured Creditors under the New York Marriott Financial Center Assignment and Pledge Agreement constitute first priority perfected security interests in the New York Marriott Financial Center Assignment and Pledge Agreement Collateral subject to no security interests of any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Documentother Person.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or will have within ten days of the Initial Borrowing Date) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. Following the recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, the Collateral Agent for the benefit of the Secured Creditors will have, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and following the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, the Collateral Agent for the benefit of the Secured Creditors will have, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “"general intangible” " under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Each Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security ---------------------- Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties has good and valid title to all Security Agreement Collateral described in the Security Agreement, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After At the execution time of grant thereof and registration thereofat all times thereafter, the Vessel Mortgage will Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and first mortgage lien Lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related theretoLiens). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None When executed and delivered, the provisions of the Security Agreements will be effective to create in favor of the Collateral is Agent a legal and valid security interest in all right, title and interest of the Borrower or any Subsidiary Guarantor party thereto in the collateral described therein (subject to Section 10 thereof), and when the financing statements referred to on Schedule 5.15 and subsection 7.11(a)(ii) have been filed as specified in Schedule 5.15 and subsection 7.11(a)(ii), the Collateral Agent shall have a fully perfected security interest in all right, title and interest of the Borrower or such Subsidiary Guarantor, as the case may be, in all "accounts", "chattel paper", "inventory" or "general intangibles" (each as defined in the applicable Uniform Commercial Code) described in such financing statements, all other UCC Filing Collateral (other than UCC Local Filing Collateral) described in such financing statements and, to the best knowledge of the Borrower, all UCC Local Filing Collateral described in such financing statements, in each case superior (to the extent that priority can be obtained by filing Uniform Commercial Code financing statements) in right to any Liens except Permitted Liens.of any third person against such collateral or interests therein, subject only to Liens permitted under subsection 8.3; (b) The When executed and delivered, the provisions of the Pledge Agreement, together with possession by the Collateral Agent (or any agent acting on its behalf) of the Pledged Securities described therein (or, in the case of Pledged Securities constituting "securities" (as defined in the applicable Uniform Commercial Code), together with the "transfer" to the Collateral Agent (or any agent acting on its behalf) of such Pledged Securities in accordance with the applicable Uniform Commercial Code) (or any other appropriate method for the perfection of the security interest in such Pledged Securities in accordance with the applicable Uniform Commercial Code), will be effective to create in favor of the Collateral Agent a legal and valid security interest in all right, title and interest of the Borrower or any Subsidiary Guarantor party thereto, as the case may be, in the Pledged Securities (subject to Section 14 of the Pledge Agreement). Thereafter, the Administrative Agent will have a fully perfected security interest in the Pledged Stock and all other Pledged Securities described in the Pledge Agreement which are then in the possession of the Collateral Agent (or any agent acting on its behalf) (or, in the case of Pledged Securities constituting "securities" (as defined in the applicable Uniform Commercial Code), which have been "transferred" to the Collateral Agent (or any agent acting on its behalf) in accordance with the applicable Uniform Commercial Code (or the security interest in which has otherwise been perfected in accordance with the applicable Uniform Commercial Code)), which security interest is (i) in the case of Pledged Stock, superior in right to any Liens of any third person against such collateral or interests created therein, subject to Section 14 of the Pledge Agreement and to Liens permitted under subsection 8.3(a) and (ii) in the Share Charge case of all other Pledged Securities, superior (to the extent that priority can be obtained by possession or "transfer" (or any other appropriate method for the perfection in accordance with the applicable Uniform Commercial Code) of such other Pledged Securities) in right to any Liens of any third person against such collateral or interests therein, subject to Section 14 of the Pledge Agreement and to Liens permitted by subsection 8.3(a); and (c) When executed and delivered, each Mortgage will be effective to create in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties Borrower or any Subsidiary Guarantor party thereto thereto, as the case may be, in the Mortgaged Property thereunder. When each Mortgage and the related fixture filings are duly recorded in the appropriate office or offices and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, such Mortgage shall constitute a fully perfected Lien on and security interest in that portion of the Mortgaged Property constituting real property or fixtures (prior to all mortgages on the Mortgaged Property other than those which have been assigned to the Collateral described thereinAgent and those in existence on the Effective Date), subject only to Permitted Liens. Subject the encumbrances and exceptions to Sections 7.02title expressly set forth or referred to in such Mortgage, 8.04 and this Section 8.11 to Liens permitted by subsection 8.3; subject, in the case of clauses (a) through (c) above, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and the definition to principles of “Collateral and Guaranty Requirements,” no filings equity whether considered in a proceeding in equity or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Documentat law.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Collateral described therein and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject to any no other Liens other than Permitted Liens. The recordation of the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under federal and state law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the filing of the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal and state law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, Pledgee for the benefit of the Secured Creditors, under the Pledge Agreements constitute first perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreements, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreements. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien Lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule V contains a true and complete list of each parcel of Real Property owned or leased by the Borrower and each of its Subsidiaries on the Initial Borrowing Date, and the type of interest therein held by the Borrower and/or its Subsidiaries. Each of the Borrower and its Subsidiaries has good and marketable title at the time of the grant thereof and at all times thereafter to all Mortgaged Properties free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein to the extent that a security interest can be created therein under the UCC, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest of the Credit Parties in all of the Security Agreement Collateral described therein (to the extent such security interest can be perfected by filing a UCC-1 financing statement or, to the extent required by the Security Agreement, by taking possession of the respective Security Agreement Collateral), subject to any no other Liens except other than Permitted Liens. In addition, the recordation of the Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement and specifically identified in such Grant and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement and specifically identified in such Grant. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Pledge Agreement Collateral described in therein (other than with respect to certain Pledged Securities constituting promissory notes to the Share Chargeextent not required to be delivered pursuant to the Pledge Agreement), subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement Collateral. (c) After the execution and registration thereofdelivery thereof pursuant to Section 8.11, the Vessel Mortgage will Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related theretothereto and other Permitted Liens) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Holdings and its Subsidiaries on the Restatement Effective Date, and the type of interest therein held by Holdings or such Subsidiary. Holdings and each of its Subsidiaries have good and marketable title to all fee-owned Real Property and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein to the extent that a security interest can be created therein under the UCC, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest of the Credit Parties in all of the Security Agreement Collateral described therein (to the extent such security interest can be perfected by filing a UCC-1 financing statement or, to the extent required by the Security Agreement, by taking possession of the respective Security Agreement Collateral), subject to any no other Liens except other than Permitted Liens. In addition, the recordation of the Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement and specifically identified in such Grant and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement and specifically identified in such Grant. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share Chargetherein, subject to no security interests of any other Person, except Permitted Liens. No filings or recordings (other than those made pursuant to the Security Agreement) are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement Collateral. (c) After the execution and registration thereofdelivery thereof pursuant to Section 8.11, the Vessel Mortgage will Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related theretothereto and other Permitted Liens) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Holdings and its Subsidiaries on the Effective Date, and the type of interest therein held by Holdings or such Subsidiary. Holdings and each of its Subsidiaries have good and marketable title to all fee-owned Real Property and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Initial Borrowing Date, have been made), create a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Initial Borrowing Date, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Initial Borrowing Date, have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agreement Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by the Borrower and its Subsidiaries on the Effective Date, and the type of interest therein held by the Borrower or such Subsidiary. The Borrower and each of its Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made), create a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agreement Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). Except for filings made pursuant to Section 5.10 on or prior to the Restatement Effective Date, no additional filings with respect to the Security Agreement are required at the time of, or in connection with the occurrence of, the Restatement Effective Date. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After The Mortgages (as amended by the execution and registration thereof, Mortgage Amendments in the Vessel Mortgage will case of the Original Mortgages) create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by the Borrower and its Subsidiaries on the Restatement Effective Date, and the type of interest therein held by the Borrower or such Subsidiary. The Borrower and each of its Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (bi) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each provisions of the Security Documents will ---------------------- Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the respective Credit Parties party thereto in the Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, in the case of the Credit Parties, has, a fully perfected first Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject only to no other Liens other than Permitted Liens. Subject . (ii) The recordation of the Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC- 1 in all applicable jurisdictions made pursuant to Sections 7.02the Security Agreement, 8.04 is effective, under federal and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order state law, to perfect the security interests created interest granted to the Collateral Agent in the Trademarks and Patents covered by the Security Agreement and the filing of the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement is effective under any federal and state law to perfect the security interest granted to the Collateral Agent in the Copyrights covered by the Security Document Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in subsection (i) of this Section 3(f) and in this subsection (ii). (iii) From and after the Initial Borrowing Date, the Mortgages create, as security for filings the obligations purported to be secured thereby, a valid, enforceable and perfected security interest in and Lien on all of the Mortgaged Properties in favor of the Collateral Agent (or recordings which shall have been made on such other trustee as may be required or desirable under local law) for the benefit of the Secured Creditors, superior to and prior to the execution rights of such Security Documentall third persons (except that the security interest created in the Mortgaged Properties may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Each of the Borrower and its Subsidiaries has good and marketable title at the time of the grant thereof and at all times thereafter to all Mortgaged Properties, free and clear of all Liens except those described in the first sentence of this subsection (iii).

The Security Documents. (a) None The provisions of the Security Agreement are effective to create (or maintain) in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 or UCC-3 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Fourth Restatement Effective Date, have been made), create (or maintain) a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to any no other Liens other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 or UCC-3 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agreement Collateral owned by such Credit Party described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After Until such time (if any) as the execution and registration thereofMortgages are released in accordance with the provisions of Section 13.20, the Vessel Mortgage will Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Furniture Brands and its Restricted Subsidiaries on the Fourth Restatement Effective Date (and indicates which of said Real Properties constitute Existing Mortgaged Properties), and the type of interest therein held by Furniture Brands or such Restricted Subsidiary. Furniture Brands and each of its Restricted Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds material to its business, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest of the Credit Parties in all of the Security Agreement Collateral described therein, in each case subject to any no other Liens except other than Permitted Liens. The recordation of the Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement. The recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No So long as the Collateral Agent has control (as defined in Section 9-115 of the New York UCC) of the Pledged Securities, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereofdeliver thereof pursuant to Section 811, the Vessel Mortgage will Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related theretopermitted under Section 9.01). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Holdings and its Subsidiaries on the Initial Borrowing Date, and the type of interest therein held by Holdings or such Subsidiary. Holdings and each of its Subsidiaries have good and marketable title to all fee-owned Real Property and valid leasehold title to all Leaseholds, in each case free and clear of all Liens except those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, under each Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share Chargesuch Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities under the Share Charge other than with respect to that portion Pledge Agreements. (b) The provisions of the Share Charge Security Agreement are effective to create in favor of the Collateral constituting Agent for the benefit of the Secured Creditors a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties party thereto in the Security Agreement Collateral described therein, and the Collateral covered by Agent, for the Share Charge to benefit of the extent Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in such all of the Security Agreement Collateral may be perfected by such filingsdescribed therein, subject to no other Liens other than Permitted Liens. (c) After Upon the execution and registration delivery thereof, the Vessel Mortgage will Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on in the Vessel Mortgage Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related theretopermitted under Section 9.01). (d) After the execution and delivery thereof and upon the taking The provisions of the actions mentioned in the immediately succeeding sentence, each Collateral Assignments of the Security Documents will Leases are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Lease- holds described herein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in all of the Leaseholds described therein, subject only to no other Liens other than Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Documents are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Collateral described therein and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject to any no other Liens other than Permitted Liens. The recordation of the Security Agreements in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to such Security Agreements were effective (and continue to be effective), under federal and state law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by such Security Agreements and the filing of such Security Agreements with the United States Copyright Office together with filings on Form UCC-1 made pursuant to such Security Agreements were effective (and continue to be effective) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by such Security Agreements. Each of the Credit Parties party to a Security Agreement has good and valid title to all Collateral described therein, free and clear of all Liens except Permitted Liensthose permitted under Section 9.01. (b) The security interests created under the Share Charge in favor of the Collateral AgentAgent with respect to any partnership interests, as pledgee, pledgee for the benefit of the Secured Creditors, under any Pledge Agreement constitute first perfected security interests in the Share Charge Collateral described in the Share Chargesuch partnership interests, subject to no security interests other Liens. Except for filings made pursuant to Section 4.09 of any other Person. No the Original Credit Agreement and Sections 5.06(b) or (c) or 5.10(b) of this Agreement, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral partnership interests under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreements. (c) After In the execution and registration thereofcase of Pledged Securities which are certificated securities, so long as the Collateral Agent has possession of the Pledged Securities, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel interests created in favor of the Collateral Agent (or such other trustee Agent, as may be required or desired under local law) Pledgee for the benefit of the Secured Creditors, superior and prior to under the rights of all third Persons (except that Borrower Pledge Agreement constitute first perfected security interests in the security interest and mortgage lien created on Pledged Securities described in the Vessel may be subject to the Permitted Liens related thereto) and Borrower Pledge Agreement, subject to no security interests of any other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted LiensPerson. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no No filings or recordings are required in order to perfect the security interests created in the Pledged Securities under the Borrower Pledge Agreement. (d) Schedule III contains a true and complete list of Real Property owned or leased (to the extent any Security Document lease has yearly lease payments in excess of $50,000) by the Borrower and each of its Subsidiaries on the Restatement Effective Date, and the type of interest therein held by the Borrower and/or its Subsidiaries. Each of the Borrower and its Subsidiaries has good and marketable title to all Real Property free and clear of all Liens except for Permitted Liens. (e) No consents, filings or recordings which shall have been made on or prior are required as a result of the amendment and restatement of the Original Credit Agreement pursuant to this Agreement to maintain the execution perfection and priority of such the security interests purported to be created by the Original Security DocumentDocuments.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in, and/or Lien on, all right, title and interest of each Credit Party thereto in the Security Agreement Collateral described therein that is subject to Article 8 or 9 of the UCC or constitutes patents, trademarks or copyrights, and each Security Agreement (upon satisfaction of any filing or other requirements set forth therein) creates a fully perfected first Lien on, and/or security interest in, all right, title and interest of such Credit Party in all of such Security Agreement Collateral, subject to no other Liens except other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute (upon satisfaction of any filing or other requirements in respect of the Pledged Stock issued by any Foreign Subsidiary) first priority perfected security interests in the Share Charge Pledged Securities (assuming, in respect of certificated Pledged Stock and Pledged Securities constituting promissory notes, the Collateral Agent's continuous possession thereof) described in the Share ChargePledge Agreement, subject to no security interests of any other PersonPerson (other than Liens permitted under Section 8.01(i)). No Except as provided in the immediately preceding sentence, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge Pledge Agreement (other than with filings of proper UCC-1 Financing Statements in respect to that portion of the Share Charge Collateral Pledged Securities constituting a “general intangible” under the UCC. The promissory notes, which filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingshave been made). (c) After Each of the execution and registration thereof, the Vessel Mortgage will createMortgages creates, as security for the obligations purported to be secured thereby, a valid valid, enforceable (upon satisfaction of any filing or other requirements set forth therein) and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned except, in the immediately succeeding sentenceeach case, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens). Subject to Sections 7.02Schedule IV contains a true and complete list of each material parcel of Real Property owned or leased by Holdings and its Subsidiaries on the Initial Borrowing Date, 8.04 and this Section 8.11 and sets forth the definition type of “Collateral and Guaranty Requirements,” no filings interest therein held by Holdings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentSubsidiary.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral AgentEach Security Document heretofore delivered grants, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests and each Security Document hereafter delivered when delivered will grant a Lien in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings properties or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported rights intended to be secured thereby, covered ther▇▇▇ (▇▇▇ "▇▇llateral") which (i) will constitute a valid and enforceable perfected security interest in and mortgage lien on under the Vessel in favor Uniform Commercial Code of the State (x) in which the Collateral Agent is located and (or such other trustee y) by which any Security Document is governed (as may applicable, the "UCC"), (ii) will be required or desired under local law) for the benefit entitled to all of the Secured Creditorsrights, benefits and priorities provided by the UCC, and (iii) when such Security Documents or financing statements with respect thereto are filed and recorded as required by the UCC, will be superior and prior to the rights of all third Persons (now existing or hereafter arising whether by way of mortgage, pledge, lien, security interest, encumbrance or otherwise, except that for Permitted Liens, and will provide the Agent and Lenders the Requisite Priority. All such action as is necessary in law has been taken, or prior to the Amendment Effective Date will have been taken, to establish and perfect the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned Agent and the Lenders in the immediately succeeding sentence, Collateral and to entitle the Lenders or the Agent on behalf of the Lenders to exercise the rights and remedies provided in each of the Security Documents and the UCC, as applicable, and no filing, recording, registration or giving of notice or other action is required in connection therewith except such as has been made or given or will create in favor have been made or given prior to such dates. All filing and other fees and all recording or other tax payable with respect to the recording of any of the Collateral Agent for the benefit Security Documents and UCC financing statements have been paid or provided for. (b) Schedule 10.33(b) sets forth all guaranties, note pledge agreements, stock (and other equity interest) pledge agreements and security agreements delivered under or in respect of the Secured Creditors obligations under the Existing Agreement. (c) In furtherance (and not in limitation) of Section 10.33(a), after giving effect to the Pledge Agreements and Security Agreements listed on Schedule 10.33(c), (i) each of Borrower and each Primary Obligor will have granted the Agent a legal, valid and enforceable fully perfected first priority security interest in and Lien on all (x) each Pledged Note and on each other note, instrument or other evidence of indebtedness, other than any Excluded Note, in which it has any right, title or interest; and interest of the Credit Parties party thereto (y) each Equity Interest, other than Equity Interests in the Collateral described thereinExcluded Entities, subject only to Permitted Liens. Subject to Sections 7.02in which it has any right, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings title or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Documentinterest.

The Security Documents. (a) None The provisions of the Security Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreements, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filing, if this representation is being made more than 10 days after the Effective Date, has been made), create a fully perfected first priority lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens other than Permitted Liens. Each party to a Security Agreement has good and indefeasible title to all Security Agreement Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreements constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreements (until delivery thereof to the Collateral Agent, other than the capital stock of Atlantic City Broadcasting Corporation), subject to no security interests of any other PersonPerson (until the delivery thereof to the Collateral Agent, other than in favor of AMRESCO Institutional, Inc. in the case of the capital stock of Atlantic City Broadcasting Corporation). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreements. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related theretopermitted under Section 9.01). Part A and B of Schedule II contain a true and complete list of each parcel of Real Property owned or leased by Holdings, the Borrower and their respective Subsidiaries on the Effective Date, and the type of interest therein held by Holdings, the Borrower or such Subsidiary. Holdings, the Borrower and each of their respective Subsidiaries have good and indefeasible title to all Mortgaged Properties free and clear of all Liens except those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trade­marks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Each Mortgage will is effective to create, as security for the obligations obliga­tions purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local lawparty thereto) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage mort­gage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None On and after the Effective Date, the provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings shall have been made within ten days following the Effective Date), create a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to any no other Liens except other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agreement Collateral owned by such Credit Party described therein, free and clear of all Liens. Except for filings made pursuant to Section 5.09 on or prior to the Effective Date, no additional filings with respect to the Security Agreement are required at the time of, or in connection with the occurrence of, the Effective Date. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “"general intangible” " under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10 days (or 90 days in the case of filings to be made with the United States Copyright Office or the United States Patent and Trademark Office) following the Effective Date will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “"general intangible” " under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect UCC which is not also a security interest "certificated security" (as defined in the Collateral covered by the Share Charge to the extent a security interest UCC as in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related theretoeffect with New York). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Original Security Agreement were, and the provisions of the Security Agreement are, effective to create and continue in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower in the Security Agreement Collateral described therein, and the Original Secu rity Agreement created, and the Security Agreement creates, a fully perfected first lien on, and security interest in, all right, title and interest of the Borrower, in all of the Secu rity Agreement Collateral described therein, subject to any no other Liens other than Permitted Liens, and which Lien continues uninterrupted and unaffected by the filing by the Borrower of a petition for relief under the Bankruptcy Code and the con summation of the Reorganization Plan. The recordation of the Original Security Agreement in the United States Patent and Trademark office together with filings on Form UCC-1 made pur suant to the Original Security Agreement was effective, under federal law, to perfect, and the recordation of the Security Agreement in such office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective to continue the perfection of, the security interest granted to the Collateral Agent in the trademarks and patents covered by the Original Security Agreement, and the filing of the Original Security Agreement with the United States Copyright office to gether with filings on Form UCC-1 made pursuant to the Original Security Agreement was effective under federal law to perfect, and the recordation of the Security Agreement in such office together with filings on Form UCC-1 made pursuant to the Secu rity Agreement will be effective to continue the perfection of, the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. The Borrower has good and marketable title to all Security Agreement Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, Pledgee for the benefit of the Secured Creditors, under the Original Pledge Agreement did, and the provisions of Pledge Agreement do, constitute first perfected security interests in the Share Charge Collateral Pledged Securities described in the Share Charge, Pledge Agreement (subject to no security interests of any other Person), and which security interests continue uninterrupted and unaffected by the filing by the Borrower of a petition for relief under the Bankruptcy Code and the consummation of the Reorganization. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the se curity interests created in the Pledged Securities under the Pledge Agreement. (c) The security interests created in favor of the Cash Collateral Agent for the benefit of the Secured Creditors under the Original Cash Collateral Agreement did, and the pro visions of the Cash Collateral Agreement do, constitute first perfected security interests in the Cash Collateral (subject to no security interests of any other Person), and which security interests continue uninterrupted and unaffected by the filing by the Borrower of a petition for relief under the Bankruptcy Code and the consummation of the Reorganization Plan. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Cash Collateral under the Share Charge other than with respect to that portion of the Share Charge Cash Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsAgreement. (cd) After The Original Mortgages when filed did create, and the execution and registration thereof, the Vessel Mortgage will createMortgages do continue, as security for the obligations purported to be secured thereby, a valid and enforceable perfected per fected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens), and which mortgage liens continue uninterrupted and unaffected by the filing by the Borrower of a petition for relief under the Bankruptcy Code and the consummation of the Reorganization Plan. Schedule II contains a true and complete list of each parcel of Real Property owned or leased by the Borrower on the Effective Date, and the type of interest therein held by the Borrower. The Borrower has good title to all Mortgaged Properties free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (d). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None At all times prior to the Collateral Release Date, the provisions of each of the Collateral is subject Security Agreements are effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein to the extent the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the UCC as enacted in any relevant jurisdiction, subject to no other Liens other than Permitted Liens. (b) At all times prior to the Collateral Release Date, the provisions of each of the Trademark Security Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Trademark Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in all of the Trademark Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation of a Conditional Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to each Trademark Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC- 1 made pursuant to each such Trademark Security Agreement will create, as may be perfected by such filing and recordation, a perfected security interest in the registered United States trade- marks and patents covered by each such Trademark Security Agreement and the recordation of a Conditional Assignment of Security Interest in U.S. Copyrights in the form attached to each Trademark Security Agreement with the United States Copyright Office together with fil- ings on Form UCC-1 made pursuant to each such Trademark Security Agreement will create, as may be perfected by such filing and recordation, a perfected security interest in the registered United States copyrights covered by each such Trademark Security Agreement. (c) At all times prior to the Collateral Release Date, the security interests created in favor of the Collateral Agent, as secured party, for the benefit of the Secured Creditors, under each of the Pledge Agreements constitute first priority perfected security interests in the Share Charge Pledged Collateral described in the Share Chargetherein, subject to no security interests of any other Person. No Assuming the continued possession by the Collateral Agent of the Pledged Collateral constituting certificates securities, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledged Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreements. (cd) After At all times prior to the execution and registration thereofCollateral Release Date, the Vessel Mortgage will Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related theretoLiens). (d) After . Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Holdings and its Subsidiaries on the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentenceEffective Date, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition type of “Collateral and Guaranty Requirements,” no filings interest therein held by Holdings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentSubsidiary.

The Security Documents. (a) None The provisions of the Security ---------------------- Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Initial Borrowing Date, have been made), create a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the United States trademarks and patents listed in the Assignment of Security Interest in U.S. Patents and Trademarks, and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal law to perfect the security interest granted to the Collateral Agent in the United States copyrights listed in the Assignment of Security Interest in U.S. Copyrights. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agreement Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this Section 7.21(a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreements. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule 5.12 contains a true and complete list of each material parcel of Real Property owned or leased by the Parent and its Subsidiaries on April 17, 1998 (and the type of interest therein held by the Parent or such Subsidiary) and the name of the direct owner or lessee thereof. The Parent and each of its Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this Section 7.21(c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in, and/or Lien on, all right, title and interest of each Credit Party in the Security Agreement Collateral described therein, and each Security Agreement (upon satisfaction of any filing or other requirements set forth therein) creates a fully perfected first Lien on, and/or security interest in, all right, title and interest of such Credit Party in all of the Security Agreement Collateral described therein to the extent the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the UCC, subject to any no other Liens except other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured CreditorsCreditors under the Pledge Agreement constitute (upon satisfaction of any filing, constitute delivery or other requirements in respect of the Stock issued by any Foreign Subsidiary) first priority perfected security interests in the Share Charge Securities (assuming, in respect of certificated Stock and Securities constituting promissory notes, the Collateral Agent’s continuous possession thereof) described in the Share ChargePledge Agreement, subject to no security interests of any other PersonPerson (other than Permitted Liens). No Except as provided in the immediately preceding sentence, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Securities and the proceeds thereof under the Share Charge Pledge Agreement (other than with filings of proper UCC-1 Financing Statements in respect to that portion of the Share Charge Collateral Securities constituting a “general intangible” under the UCC. The promissory notes and uncertificated equity interests, which filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingshave been made). (c) After Each of the execution and registration thereof, the Vessel Mortgage will createMortgages creates, as security for the obligations purported to be secured thereby, a valid and enforceable (upon satisfaction of any filing or other requirements set forth therein) and perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons and subject to no other Liens (except that except, in each case, the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related theretoLiens). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (bi) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each provisions of the Security Documents will ---------------------- Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the respective Credit Parties party thereto in the Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, in the case of the Credit Parties, has, a fully perfected first Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject only to no other Liens other than Permitted Liens. Subject . (ii) The recordation of the Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC-1 in all applicable jurisdictions made pursuant to Sections 7.02the Security Agreement, 8.04 is effective, under federal and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order state law, to perfect the security interests created interest granted to the Collateral Agent in the Trademarks and Patents covered by the Security Agreement and the filing of the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement is effective under any federal and state law to perfect the security interest granted to the Collateral Agent in the Copyrights covered by the Security Document Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in subsection (i) of this Section 3(f) and in this subsection (ii). (iii) From and after the Initial Borrowing Date, the Mortgages create, as security for filings the obligations purported to be secured thereby, a valid, enforceable and perfected security interest in and Lien on all of the Mortgaged Properties in favor of the Collateral Agent (or recordings which shall have been made on such other trustee as may be required or desirable under local law) for the benefit of the Secured Creditors, superior to and prior to the execution rights of such Security Documentall third persons (except that the security interest created in the Mortgaged Properties may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Each of the Borrower and its Subsidiaries has good and marketable title at the time of the grant thereof and at all times thereafter to all Mortgaged Properties, free and clear of all Liens except those described in the first sentence of this subsection (iii).

The Security Documents. (ai) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein and (ii) the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made), creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein as of the Restatement Effective Date, subject to any no other Liens except other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and identified in such Grant of Security Interest and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will be effective when recorded or filed (which recordings or filings have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement and identified in such Grant of Security Interest . (b) The Assuming the Collateral Agent continues to retain possession of the applicable Pledged Securities, the security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No Assuming the Collateral Agent continues to retain possession of the applicable Pledged Securities, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). The Borrower and each of its Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, superior to and prior to the rights of all third Persons, and subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge other than with respect to that portion Pledge Agreement. (b) The provisions of the Share Charge Security Agreement are effective to create in favor of the Collateral constituting Agent for the benefit of the Secured Creditors a “general intangible” under legal, valid and enforceable security interest in all right, title and interest of the UCCCredit Parties in the Security Agreement Collateral described therein, and, upon the proper filing of UCC financing statements (which filings have been made within 10 days after the Effective Date or, if later, within 10 days after a Credit Party becomes a party to the Security Agreement), the Collateral Agent, for the benefit of the Secured Creditors, will have a fully perfected first priority security interest (subject to Permitted Liens) in all right, title and interest in all of the Security Agreement Collateral described therein. The Upon the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Share Charge will perfect a Security Agreement, the security interest created by the Security Agreement in the Collateral United States copyrights covered by the Share Charge to the extent a security interest in such Collateral may Security Agreement will be perfected by such filingsperfected. (c) After If any Mortgage is executed and delivered in accordance with Section 8.12, upon the execution and registration thereofproper filing of each such Mortgage in the appropriate filing office, the Vessel each such Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None On and after the Contribution Effective Time, (i) the provisions of the PCA Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the PCA Credit Parties in the PCA Security Agreement Collateral described therein and (ii) the PCA Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Contribution Effective Time, have been made), creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the PCA Security Agreement Collateral described therein as of the consummation of the Contribution, subject to any no other Liens except other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the PCA Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the PCA Security Agreement will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Contribution Effective Time, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the PCA Security Agreement and identified in such Grant of Security Interest and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the PCA Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the PCA Security Agreement, will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Contribution Effective Time, have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the PCA Security Agreement and identified in such Grant of Security Interest . (b) The On and after the Contribution Effective Time, assuming the Collateral Agent continues to retain possession of the applicable Pledged Securities, the security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No Assuming the Collateral Agent continues to retain possession of the applicable Pledged Securities, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After On and after the execution and registration thereofContribution Effective Time, the Vessel Mortgage will Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). On and after the Contribution Effective Time, PCA and each of its Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Collateral is Security ---------------------- Agreement are effective, subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge their terms, to create in favor of the Collateral AgentAgent for the benefit of (x) the Secured Creditors holding Continuing Obligations, as pledgeea legal, valid and enforceable first priority security interest in, and (y) for the benefit of the Secured CreditorsCreditors holding Tranche B Obligations, constitute perfected a legal, valid and enforceable second priority security interests interest in, all right, title and interest of, the respective Credit Parties in the Share Charge Collateral described therein; (b) Upon the making of the necessary filings in the Share Chargeappropriate filing office, the Collateral Agent for the benefit of (x) Secured Creditors holding Continuing Obligations will have a perfected first priority Lien on, and security interest in, and (y) the Secured Creditors holding Tranche B Obligations, will have a perfected second priority Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject to no security interests other Liens other than Permitted Liens. (c) The recordation of any other Person. No the Security Agreement in the United States Patent and Trademark Office, together with filings or recordings are required on Form UCC-1 in order all applicable jurisdictions made pursuant to the Security Agreement, is effective, under federal and state law, to perfect the (or maintain x) first priority Lien and security interest granted to the perfection or Collateral Agent for its benefit and the ratable benefit of the Secured Creditors holding Continuing Obligations, and (y) second priority of) Lien and security interest granted to the security interests created Collateral Agent for its benefit and the ratable benefit of the Secured Creditors holding Tranche B Obligations, in the Share Charge Collateral under Trademarks and Patents covered by the Share Charge other than with respect to that portion Security Agreement and the filing of the Share Charge Collateral constituting a “general intangible” under Security Agreement with the UCC. The United States Copyright Office together with filings on Form UCC-1 made pursuant to the Share Charge will Security Agreement is effective under federal and state law to perfect a the (A) first priority Lien and security interest granted to the Collateral Agent for its benefit and the ratable benefit of the Secured Creditors holding Continuing Obligations, and (B) second priority Lien and security interest granted to the Collateral Agent for its benefit and the ratable benefit of the Secured Creditors holding Tranche B Obligations, in the Collateral Copyrights covered by the Share Charge Security Agreement. Each of the Credit Parties party to the extent a security interest Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in such Collateral may be perfected by such filingssubsection (a) above and this subsection (b). (cd) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable and perfected security interest in and mortgage lien Lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired desirable under local law) for the benefit of the Secured CreditorsCreditors holding Continuing Obligations, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by the Borrower and each of its Domestic Subsidiaries on the Restatement Effective Date, and the type of interest therein held by the Borrower and each of its Subsidiaries. Each of the Borrower and its Subsidiaries has good and marketable title at the time of the grant thereof and at all times thereafter to all Mortgaged Properties, free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in, and/or Lien on, all right, title and interest of each Credit Party party thereto in the Security Agreement Collateral described therein that is subject to Article 8 or 9 of the UCC or constitutes patents, trademarks or copyrights, and each Security Agreement (upon satisfaction of any filing or other requirements set forth therein) creates a fully perfected first Lien on, and/or security interest in, all right, title and interest of such Credit Party in all of such Security Agreement Collateral, subject to no other Liens except other than Permitted Liens. Without limiting the generality of the foregoing, the recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement (and the Dynavox Pledge Agreement) constitute (upon satisfaction of any filing or other requirements in respect of the Pledged Stock issued by any Foreign Subsidiary) first priority perfected security interests in the Share Charge Pledged Securities (assuming, in respect of certificated Pledged Stock and Pledged Securities constituting promissory notes, the Collateral Agent's continuous possession thereof) described in the Share ChargePledge Agreement (and the Dynavox Pledge Agreement), subject to no security interests of any other PersonPerson (other than Liens permitted under Section 8.01(i)). No Except as provided in the immediately preceding sentence, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge Pledge Agreement (and the Dynavox Pledge Agreement) (other than with filings of proper UCC-1 Financing Statements in respect to that portion of the Share Charge Collateral Pledged Securities constituting a “general intangible” under the UCC. The promissory notes, which filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingshave been made). (c) After Each of the execution and registration thereof, the Vessel Mortgage will createMortgages creates, as security for the obligations purported to be secured thereby, a valid valid, enforceable (upon satisfaction of any filing or other requirements set forth therein) and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned except, in the immediately succeeding sentenceeach case, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens). Subject to Sections 7.02Schedule V contains a true and complete list of each material parcel of Real Property owned or leased by Holdings and its Subsidiaries on the Initial Borrowing Date, 8.04 and this Section 8.11 and sets forth the definition type of “Collateral and Guaranty Requirements,” no filings interest therein held by Holdings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentSubsidiary.

The Security Documents. (a) None On and after the Initial Borrowing ---------------------- Date, the provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Effective Date, have been made), create a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to any no other Liens other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agree ment Collateral owned by such Credit Party described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing Date. (b) The On and after the Initial Borrowing Date and assuming the continued possession by the Collateral Agent of the Pledged Securities, the security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No Assuming the continued possession by the Collateral Agent of the Pledged Securities, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws effecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law), the provisions of the Collateral is subject Security Agreement are effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Security Agreement Collateral described therein, and, in the case of security interests created on the Initial Borrowing Date, the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, has (or within 10 days (or 30 days in the case of filings to be made with the United States Copyright Office or 90 days in the case of filings to be made with the United States Patent and Trademark Office) following the Initial Borrowing Date will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States registered trademarks and patents (and applications therefor) covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States registered copyrights (and applications therefor) covered by the Security Agreement. (b) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws effecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law), the provisions of the Pledge Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Pledge Agreement Collateral described therein and such security interests constitute perfected security interests in the Share Charge Collateral described in the Share Chargeinterests, subject to no security interests of any other Person, other than Permitted Liens under Section 10.01(i), (x), (xiii) (other than with respect to Equity Interests of any Subsidiary Guarantor), (xvi) (other than with respect to Equity Interests of the Borrower or any Subsidiary Guarantor) or (xvii). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge either Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect UCC which is not also a security interest “certificated security” (as defined in the Collateral covered by the Share Charge to the extent a security interest UCC as in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related theretoeffect with New York). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security ---------------------- Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent in the applicable recording offices, creates a fully perfected lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein which is capable of being perfected with such filings, subject to any no other Liens except other than Permitted Liens. (b) The Upon the completion of the applicable procedures set forth in Section 3.2 of the Pledge Agreement, the security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral constituting certificated securities and promissory notes and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereofdelivery thereof pursuant to this Agreement and the recordation thereof with the appropriate recording office of the jurisdiction in which the related Mortgaged Property is located, the Vessel applicable Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens permitted under Section 9.01 related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None Subject to the issuance of the Collateral is subject Deutsche Releases, the provisions of the Security Agreement are effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, free and clear of all other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) Subject to the issuance of the Deutsche Releases, the security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests free and clear of any all other PersonLiens. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution If and registration thereofwhen a Mortgage is created, the Vessel each such Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens permitted under Section 9.01 related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein to the extent that a security interest can be created therein under the UCC, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest of the Credit Parties in all of the Security Agreement Collateral described therein (to the extent such security interest can be perfected by filing a UCC-1 financing statement or, to the extent required by the Security Agreement, by taking possession of the respective Security Agreement Collateral), subject to any no other Liens except other than Permitted Liens. In addition, the recordation of the Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement and specifically identified in such Grant and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filing and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement and specifically identified in such Grant. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Pledge Agreement Collateral described in therein (other than with respect to certain Pledged Securities constituting promissory notes to the Share Chargeextent not required to be delivered pursuant to the Pledge Agreement), subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement Collateral. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by the Borrower and its Subsidiaries on the Initial Borrowing Date, and the type of interest therein held by the Borrower or such Subsidiary. The Borrower and each of its Subsidiaries have good and marketable title to all fee-owned Real Property and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is subject to any Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, free and clear of all other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests free and clear of any all other PersonLiens. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution If and registration thereofwhen a Mortgage is created, the Vessel each such Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens permitted under Section 10.01 related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None With respect to the Security Agreement Collateral that consists of cash, Cash Equivalents and property in which a security interest may be perfected by the filing of a financing statement under the UCC, upon (i) possession by the Collateral Agent or its designee in the case of cash, (ii) the taking of all action required under Article 8 or Article 9, as applicable, of the Collateral is subject to any Liens except Permitted Liens. UCC in the case of Cash Equivalents and instruments and (biii) The security interests created the filing of appropriate financing statements under the Share Charge UCC in favor the case of such other Security Agreement Collateral (all of the foregoing actions described in preceding clauses (i), (ii) and (iii) having been done and being in full force and effect with respect to such Security Agreement Collateral Agentowned by such Credit Party on any date on which this representation and warranty is made or deemed made or will have been done within 10 days following the Effective Date, as pledgeethe Collateral Agent has been granted, for the benefit of the Secured CreditorsCreditors and pursuant to the Security Agreement, constitute a legal, valid and enforceable security interest in all right, title and interest of such Credit Party in such Security Agreement Collateral, which security interest is a fully perfected first lien on, and security interests interest in, all right, title and interest of such Credit Party in the Share Charge Collateral described in the Share Chargeall of such Security Agreement Collateral, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge Liens other than with respect Permitted Liens. Each Credit Party has good and marketable title to that portion all Security Agreement Collateral, free and clear of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest all Liens except those described above in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsthis clause (a). (b) (Intentionally Omitted) (c) After the execution The Mortgages create (upon recordation in all relevant jurisdictions, which recordations have been made and registration thereof, the Vessel Mortgage will createremain in full force and effect as to all Borrowing Base Properties owned or leased by any Credit Party on any date on which this representation is made or deemed made), as security for the obligations purported to be secured thereby, a valid and enforceable perfected first priority security interest in and mortgage lien on all of the Vessel Borrowing Base Properties owned by any Credit Party on any date on which this representation and warranty is made or deemed made and in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel in each Borrowing Base Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of the Borrowing Base Properties. Each of the Borrower or the respective Subsidiary Guarantor, as the case may be, has good and marketable title in fee, or a valid ground leasehold interest, in and to all Borrowing Base Properties owned or ground leased by it on any date on which this representation and warranty is made or deemed made, free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). On and as of any date on which this representation and warranty is made or deemed made, each Borrowing Base Property is a Qualified Property. (d) After the execution The Pledge and delivery thereof and upon the taking Security Agreement creates (after all steps required under Article 8 or Article 9, as applicable, of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create UCC have been taken) in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the each Credit Parties party thereto Party in the Pledge and Security Agreement Collateral described therein and owned by such Credit Party on any date on which this representation and warranty is made or deemed made, which security interest shall, (i) upon delivery to the Collateral Agent of any certificates evidencing equity interests in a Pledged Partnership Entity or Pledged Limited Liability Company, (ii) upon the filing of appropriate financing statements under the UCC in respect of any Partnership Interest or Limited Liability Company Interest that is not represented by a certificate and (iii) upon the taking of all steps required under Article 8 or Article 9, as applicable, of the UCC (which delivery, filings and/or steps have been done and remain in full force and effect as to the Pledge and Security Agreement Collateral owned by any Credit Party on any date on which this representation and warranty is made or deemed made), constitute a fully perfected first lien on, and security interest in, all right, title and interest of such Credit Party in all of the Pledge and Security Agreement Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under of any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Documentother Person. (e) (Intentionally Omitted)

The Security Documents. (a) None The provisions of the Amended and Restated Security Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Amended and Restated Security Agreements, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filing, if this representation is subject to any Liens except Permitted Liens.being made more than 10 days after the Restatement Effective Date, has been made), create a fully perfected first lien on, and security interest in, all right, (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Amended and Restated Pledge Agreements constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargeAmended and Restated Pledge Agreements, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsAmended and Restated Pledge Agreements. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related theretopermitted under Section 9.01). Part A and B of Schedule II contain a true and complete list of each parcel of Real Property owned or leased by Holdings, the Borrower and their respective Subsidiaries on the Restatement Effective Date, and the type of interest therein held by Holdings, the Borrower or such Subsidiary. Holdings, the Borrower and each of their respective Subsidiaries have good and indefeasible title to all Mortgaged Properties free and clear of all Liens except those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create or maintain in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made), create or maintain a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected or maintained by the filing of a financing statement. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreements in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agreement Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings -44- 52 are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreements. (c) After The Mortgages (as amended by the execution and registration thereof, the Vessel Mortgage will Amendments) create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by the Borrower and its Subsidiaries on the Restatement Effective Date, and the type of interest therein held by the Borrower or such Subsidiary. The Borrower and each of its Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Security Agreement) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected (to the extent provided in the Pledge Agreement) security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Each Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable and, upon recordation, perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property (or as to any Leasehold Estate, the interest of the Borrower or the relevant Subsidiary) in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel as may be subject exist pursuant to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral The Security Agreement is subject effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors Parties a legal, valid and enforceable fully perfected first priority security interest in the Collateral, and when (i) the financing statements and other filings in appropriate form are filed as required by Section 5 of the Security Agreement, and (ii) the Intercreditor Agreement is executed and delivered, the Liens created pursuant to the Security Agreement shall constitute a fully perfected Lien on on, and security interest in, all right, title and interest of the Credit Parties party thereto grantors thereunder in such Pledged Collateral (other than the Intellectual Property, as defined in the Security Agreement), in each case prior and superior in right to any other person except as provided in this Agreement and subject to no other Liens except for Permitted Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 When the Security Agreement is filed in the United States Patent and this Section 8.11 Trademark Office and the definition United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of “the grantors thereunder in the Intellectual Property Collateral (as defined in the Security Agreement), in each case prior and Guaranty Requirements,” no filings or superior in right to any other person except as provided in this Agreement (it being understood that subsequent recordings are required in order the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof), and subject to no other Liens except for Permitted Collateral Liens. (b) The Mortgages are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Restricted Parties' right, title and interest in and to the Mortgaged Real Property thereunder, and when the Mortgages are recorded in the offices specified on Schedule 7.11(b), the Liens created pursuant to the Mortgages shall constitute a fully perfected Lien on, and security interests created under interest in, all right, title and interest of the Restricted Parties in such Mortgaged Real Property, in each case prior and superior in right to any other person except as provided in this Agreement and subject to no other Liens except for Permitted Collateral Liens. (c) Each Security Document delivered pursuant to Section 9.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the rat- able benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Restricted Parties' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Restricted Parties in such Collateral, in each case prior and superior in right to any other Person except as provided in this Agreement, and subject to no other Liens except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentPermitted Collateral Liens.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in, and/or Lien on, all right, title and interest of each Credit Party in all of the Security Agreement Collateral described therein, and each Security AgreementDocument (upon satisfaction of any filing of financing statements, delivery of control agreements, and delivery of possession or other requirements with respect to equity interests of Foreign Subsidiaries as set forth therein) creates a fully perfected First Priority Lien on, and/or security interest in, all right, title and interest of such Credit Party in all of the Security Agreement Collateral described therein to the extent the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the UCC, possession or by control, subject to any no other Liens except other than Permitted LiensLiens (and subject to the terms of the ABL/Term Loan Intercreditor Agreement). The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will beare effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. (b) The security interests created under provisions of the Share Charge Pledge Agreement are effective to create in favor of the Collateral Agent, as pledgeePledgee for the benefit of the Secured Creditors a legal, valid and enforceable security interest in, and/or Lien on, all right, title and interest of each Credit Party in all of the Pledge Agreement Collateral and the security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured CreditorsCreditors under the Pledge Agreement constitute (upon satisfaction of any filing of financing statements, constitute delivery of control agreements, and delivery of possession or other requirements inwith respect to equity interests of the stock issued by any Foreign SubsidiarySubsidiaries as set forth therein) first priority perfected security interests in the Share Charge Pledged Securities (assuming, in respect of certificated stock and securities constituting promissory notes, the Collateral Agent’s continuous possession thereof) described in the Share ChargePledge Agreement, subject to no security interests of any other PersonPerson (other than Permitted Liens (and subject to the terms of the ABL/Term Loan Intercreditor Agreement) described in clauses (y) and (z) of Section 8.01(v)). No Except as provided in the immediately preceding sentence, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge Pledge Agreement (other than with filings of proper UCC-1 Financing Statements in respect to that portion of the Share Charge Collateral Pledged Securities constituting a “general intangible” under the UCC. The promissory notes and uncertificated equity interests, which filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingshave been made). (c) After Each of the execution and registration thereof, the Vessel Mortgage Mortgages will create, upon the filing thereof, as security for the obligations purported to be secured thereby, a valid and enforceable (upon satisfaction of any filing or other requirements set forth therein) and perfected first priority mortgage lien and security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than except Permitted Liens related theretoEncumbrances). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create (or maintain) in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 or UCC-3 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Second Restatement Effective Date, have been made), create (or maintain) a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to any no other Liens other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 or UCC-3 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agreement Collateral owned by such Credit Party described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Furniture Brands and its Restricted Subsidiaries on the Second Restatement Effective Date, and the type of interest therein held by Furniture Brands or such Restricted Subsidiary. Furniture Brands and each of its Restricted Subsidiaries have good and indefeasible title to all fee- owned Mortgaged Properties and valid leasehold title to all Leaseholds material to its business, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None With respect to the Security Agreement Collateral that consists of cash, Cash Equivalents and property in which a security interest may be perfected by the filing of a financing statement under the UCC, upon (i) possession by the Collateral Agent or its designee in the case of cash, (ii) the taking of all action required under Article 8 or Article 9, as applicable, of the UCC in the case of Cash Equivalents and instruments and (iii) the filing of appropriate financing statements under the UCC in the case of such other Security Agreement Collateral (all of the foregoing actions described in preceding clauses (i), (ii) and (iii) having been done and being in full force and effect with respect to such Security Agreement Collateral owned by such Credit Party on any date on which this representation and warranty is made or deemed made or, (x) in the case of the Effective Date, will have been done within 10 days following the Effective Date or (y) in the case of any Security Agreement Collateral acquired on any Addition Date, within 10 days following such Addition Date), the Collateral Agent has been granted, for the benefit of the Secured Creditors and pursuant to the Security Agreement, a legal, valid and enforceable security interest in all right, title and interest of such Credit Party in such Security Agreement Collateral, which security interest is a fully perfected first lien on, and security interest in, all right, title and interest of such Credit Party in all of such Security Agreement Collateral, subject to any no other Liens other than Permitted Liens. Each Credit Party has good and marketable title to all Security Agreement Collateral, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The Upon delivery to the Collateral Agent of any certificated Pledged Securities referred to in the Pledge Agreement and upon the taking of all actions required by Article 8 or Article 9, as applicable, of the UCC (which delivery and/or such other actions have been done and remain in full force and effect as to all such Pledge Agreement Collateral owned by any Credit Party on any date on which this representation and warranty is made or deemed made), the security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement and owned by the Credit Parties party thereto on any date on which this representation and warranty is made or deemed made, subject to no security interests of any other Person. No filings or recordings (except as have been done in connection with any uncertificated Pledged Stock) are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After The Mortgages create (upon recordation in all relevant jurisdictions, which recordations have been made and remain in full force and effect as to all Borrowing Base Properties owned or leased by any Credit Party on any date on which this representation is made or deemed made (or, in the execution and registration thereofcase of any Borrowing Base Property included in the Borrowing Base subsequent to the Effective Date, such recordation will have been made within 10 days following the Vessel Mortgage will createrelated Addition Date)), as security for the obligations purported to be secured thereby, a valid and enforceable perfected first priority security interest in and mortgage lien on all of the Vessel Borrowing Base Properties owned by any Credit Party on any date on which this representation and warranty is made or deemed made and in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel in each Borrowing Base Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by the REIT and its Subsidiaries on the Effective Date, the type of interest therein held by the REIT or any such Subsidiary and indicates which of such Real Properties constitute Initial Borrowing Base Properties. Each of the Borrower or the respective Subsidiary Guarantor, as the case may be, has good and marketable title in fee, or a valid ground leasehold interest, in and to all Borrowing Base Properties owned or ground leased by it on any date on which this representation and warranty is made or deemed made, free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). On and as of any date on which this representation and warranty is made or deemed made, each Borrowing Base Property is a Qualified Property. (d) After the execution The Pledge and delivery thereof and upon the taking Security Agreement creates (after all steps required under Article 8 or Article 9, as applicable, of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create UCC have been taken) in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the each Credit Parties party thereto Party in the Pledge and Security Agreement Collateral described therein and owned by such Credit Party on any date on which this representation and warranty is made or deemed made, which security interest shall, (i) upon delivery to the Collateral Agent of any certificates evidencing equity interests in a Pledged Partnership Entity or Pledged Limited Liability Company, (ii) upon the filing of appropriate financing statements under the UCC in respect of any Partnership Interest or Limited Liability Company Interest that is not represented by a certificate and (iii) upon the taking of all steps required under Article 8 or Article 9, as applicable, of the UCC (which delivery, filings and/or steps have been done and remain in full force and effect as to the Pledge and Security Agreement Collateral owned by any Credit Party on any date on which this representation and warranty is made or deemed made), constitute a fully perfected first lien on, and security interest in, all right, title and interest of such Credit Party in all of the Pledge and Security Agreement Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under of any Security Document except for filings or recordings other Person. (e) The Collateral Assignments create (upon recordation in all relevant jurisdictions, which shall recordations have been made and remain in full force and effect as to all Borrowing Base Pledged Mortgage Loans owned by any Credit Party on any date on which this representation is made or deemed made (or, in the case of any Borrowing Base Pledged Mortgage Loan included in the Borrowing Base subsequent to the Effective Date, such recordation will have been made within 10 days following the related Addition Date)), as security for the obligations purported to be secured thereby, a valid and enforceable perfected first priority security interest in all of the Borrowing Base Pledged Mortgage Loans owned by the Borrower on any date on which this representation and warranty is made or deemed made and in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the execution rights of all third Persons and subject to no other Liens (other than Permitted Liens). Schedule VIII contains a true and complete list of each Mortgage Loan owned by the Borrower and its Subsidiaries on the Effective Date and indicates which of such Security DocumentMortgage Loans constitute Initial Borrowing Base Pledged Mortgage Loans. The Borrower has good title to all Borrowing Base Pledged Mortgage Loans owned by it on any date on which this representation and warranty is made or deemed made, free and clear of all Liens except those described in the first sentence of this subsection (e). On and as of any date on which this representation and warranty is made or deemed made, each Borrowing Base Pledged Mortgage Loan is a Qualified Mortgage Loan.

The Security Documents. (a) None The provisions of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Administrative Agent or the Mortgagee under the Master Vessel Trust Agreement for the benefit of the Secured Creditors Banks a legalvalid, valid binding and enforceable security interest and Lien in all right, title and interest in the Collateral therein described, and shall, upon execution by the parties thereto constitute a fully perfected first priority security interest in favor of the Banks and Lien the Mortgagee on behalf of the Banks in all right, title and interest in such Collateral, subject in the case of (x) each Mortgage, to the recordation of the Credit Parties party thereto Mortgage as described in the Collateral described thereinfollowing sentence, subject only (y) each Earnings Assignment, to Permitted Liensnotice being given to charterers and account parties and (z) each Insurance Assignment to notice being given to underwriters and protection and indemnity clubs, and their consent being obtained where policy provisions or club rules so require. Subject to Sections 7.02, 8.04 Upon execution and this Section 8.11 delivery of a Mortgage by each of the Borrowers who are owners of a Mortgaged Vessel and the definition recordation of “Collateral a Mortgage in the Home Port of such Vessel, the Mortgage for each such Vessel will be a first "preferred mortgage" within the meaning of Chapter 313 of Title 46 of the United States Code and Guaranty Requirements,” will qualify for the benefits accorded a "preferred mortgage" under Chapter 313 of Title 46 of the United States Code and no filings other filing or recordings are required in order recording or refiling or rerecording or any other act is necessary or advisable to create or perfect the such security interests created under such Mortgage or in the mortgaged property therein described. No consent, approval or authorization of any Person is necessary or desirable for the realization of the benefits afforded by the Security Document except Documents or for filings enforcement of the rights and remedies therein contained by the Administrative Agent, the Mortgagee or recordings which shall have been made on or prior to the execution of such Security DocumentBanks.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10 days (or 90 days in the case of filings to be made with the United States Copyright Office or the United States Patent and Trademark Office) following the Initial Borrowing Date will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge each Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share Chargeeach Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge either Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect UCC which is not also a security interest “certificated security” (as defined in the Collateral covered by the Share Charge to the extent a security interest UCC as in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related theretoeffect with New York). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement (to the extent that perfection is governed by the law of the United States, any State thereof or the District of Columbia), subject to no security interests of any other Person. No filings or recordings Person except for Permitted Liens. (b) The provisions of the Security Agreement are required effective to create in order to perfect (or maintain favor of the perfection or priority of) Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interests created interest in all right, title and interest of the Credit Parties in the Share Charge Security Agreement Collateral described therein (to the extent that such matters are governed by the laws of the United States, any State thereof or the District of Columbia), and, upon the filing of appropriate financing statements under the Share Charge other than UCC as enacted in any relevant jurisdiction, the filing of the Grants of Security Interest (as described in the Security Agreement) in the respective forms attached to the Security Agreement or the Collateral Agent obtaining possession or control (within the meaning of Section 9-314 of the New York UCC) to the extent required by the Security Agreement, the Collateral Agent, for the benefit of the Secured Creditors, will within 10 days have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein to the extent that the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by possession or control, by filing a financing statement under the UCC as enacted in any relevant jurisdiction and, as required with respect to that portion patents, registered trademarks and copyrights, by a filing of a Grant of Security Interest in the Share Charge Collateral constituting a “general intangible” under respective form attached to the UCCSecurity Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, subject to no other Liens other than Permitted Liens. The recordation, as required in any relevant jurisdiction, of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral Security Agreement, create, as may be perfected by such filingsfilings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (c) After the execution and registration thereof, the Vessel Each Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted those Liens related theretopermitted under Sections 9.01(i), (ii), (iii), (v), (viii) and (xiii)). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, superior to and prior to the rights of all third Persons, and subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement. (b) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and, upon the proper filing of UCC financing statements (which filings have been made within 10 days after the Initial Borrowing Date or, if later, within 10 days after a Credit Party becomes a party to the Security Agreement), the Collateral Agent, for the benefit of the Secured Creditors, will have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, superior to and prior to the rights of all third Persons, and subject to no other Liens other than Permitted Liens. Upon the recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a Security Agreement, the security interest created by the Security Agreement in the Collateral United States trademarks and patents covered by the Share Charge Security Agreement will be perfected. Upon the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the extent a Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, the security interest created by the Security Agreement in such Collateral may the United States copyrights covered by the Security Agreement will be perfected by such filingsperfected. (c) After If any Mortgage is executed and delivered in accordance with Section 8.12, upon the execution and registration thereofproper filing of each such Mortgage in the appropriate filing office, the Vessel each such Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create (or maintain) in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 or UCC-3 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Third Restatement Effective Date, have been made), create (or maintain) a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to any no other Liens other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 or UCC-3 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agreement Collateral owned by such Credit Party described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agree- ment. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Furniture Brands and its Restricted Subsidiaries on the Third Restatement Effective Date, and the type of interest therein held by Furniture Brands or such Restricted Subsidiary. Furniture Brands and each of its Restricted Subsidiaries have good and indefeasible title to all fee- owned Mortgaged Properties and valid leasehold title to all Leaseholds material to its business, in each case free and clear of all Liens related theretoexcept those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Collateral is subject Security Agreement (taken as a whole) are effective, upon execution and delivery thereof, to any Liens except Permitted Liens. (b) The security interests created under the Share Charge create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) security interest in all right, title and interest of the respective Credit Parties in the Collateral described therein, and the Collateral Agent, as pledgee, for the benefit of the Secured CreditorsParties, constitute will have a perfected (if and to the extent perfection is required by the Security Agreement) security interests interest in all right, title and interest in all of the Share Charge Collateral described in the Share Chargetherein, subject to no security interests other Liens other than Permitted Liens, subject to the Intercreditor Agreement (i) when financing statements and other filings in appropriate form are filed in the respective jurisdiction of any other Person. No filings organization of each Credit Party and in the United States Patent and Trademark Office and United States Copyright Office, as required by the Security Agreement, and (ii) upon the taking of possession or recordings are required in order to perfect control by the Collateral Agent (or maintain a bailee acting on behalf of the perfection or priority ofCollateral Agent in accordance with the terms of the Intercreditor Agreement) the security interests created in the Share Charge of such Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect which a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by possession or control (which possession or control shall be given to the Collateral Agent (or a bailee acting on behalf of the Collateral Agent in accordance with the terms of the Intercreditor Agreement) to the extent possession or control by the Collateral Agent (or a bailee acting on behalf of the Collateral Agent in accordance with the terms of the Intercreditor Agreement) is required by the Security Agreement) (to the extent intended to be created thereby and to the extent such filingsperfection is governed by the laws of the United States, any state thereof or the District of Columbia). (cb) After the execution Each Mortgage, upon its execution, delivery and registration filing thereof, the Vessel Mortgage will createcreates, as security for the obligations Secured Obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured CreditorsParties, superior and prior to the rights of all third Persons (except that the security interest in and mortgage lien Lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens related theretothereto and subject to the terms of the Intercreditor Agreement) and subject to no other Liens (other than Permitted Liens related thereto). (d) After thereto and subject to the execution and delivery thereof and upon the taking terms of the actions mentioned in the immediately succeeding sentence, each Intercreditor Agreement). As of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legalEffective Date, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” there are no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentMortgaged Properties.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral (subject to any limitations specified therein), and the Collateral Agent, for the benefit of the Secured Creditors, shall when filings on form UCC-1 in appropriate form are filed in offices located in the jurisdictions specified on Annex C to the Security Agreement, have a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein (other than U.S. registrations and applications for trademarks, patents and copyrights for which applicable law requires in a filing of a federal agency for perfection purposes), to the extent perfection can be obtained by filing form UCC-1s, subject to no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement (it being understood that subsequent filings may be necessary to perfect a security interest in registered trademarks, patents, trademark and patent applications, and registered copyrights, acquired by the Credit Parties after the date hereof). (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors shall constitute perfected security interests in the Share Charge Collateral described in the Share ChargePledge Agreement Collateral, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “"general intangible” " under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Each Mortgage will is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local lawparty thereto) for the benefit of the Secured Creditors, and when such Mortgage is filed or recorded in proper real estate filing or recording office, such security interest and mortgage lien shall be fully perfected, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None On and after the Restatement Effective Date, (i) the provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein and (ii) the Security Agreement, upon the filing of financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Restatement Effective Date, have been made), creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office, together with financing statements made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Restatement Effective Date, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and identified in such Grant of Security Interest and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with financing statements made pursuant to the Security Agreement, will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Restatement Effective Date, have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement and identified in such Grant of Security Interest. (b) The On and after the Restatement Effective Date, assuming the Collateral Agent continues to retain possession of the applicable Pledged Securities, the security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, in the case of pledges by the Borrower and the Subsidiary Guarantors, subject to no security interests of any other Person. No Assuming the Collateral Agent continues to retain possession of the applicable Pledged Securities, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After On and after the execution and registration thereofRestatement Effective Date, assuming the Collateral Agent continues to retain possession of the applicable pledged securities (as defined in the Hypothecation Agreement), the Vessel Mortgage will security interests created in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors under the Hypothecation Agreement constitute first priority perfected security interests in the pledged securities described in the Hypothecation Agreement. Assuming the Collateral Agent continues to retain possession of the applicable pledged securities, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the pledged securities and the proceeds thereof under the Hypothecation Agreement. (d) On and after the Restatement Effective Date, the Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). On and after the Restatement Effective Date, the Borrower and each of its Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds (except to the extent that the failure to have such title to any such Leasehold would not reasonably be expected to have a Material Adverse Effect), in each case free and clear of all Liens related theretoand title exceptions except those described in the first sentence of this subsection (d). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filing, if this representation is being made more than 10 days after Initial Borrowing Date, has been made), create a fully perfected lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein which is capable of being perfected with such filings , subject to any no other Liens except other than Permitted LiensLiens and Liens to be released in connection with the Transaction. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion Pledge Agreement, so long as the Collateral Agent maintains possession of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest such Pledged Securities consisting of certificated securities in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsState of New York. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Encumbrances, Permitted Liens and Liens to be released in connection with the Transaction related thereto) and subject to no other Liens (other than Permitted Liens related theretopermitted under Section 9.01). (d) After . Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Holdings, the execution Borrower and delivery thereof and upon their respective Subsidiaries on the taking of the actions mentioned in the immediately succeeding sentenceEffective Date, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition type of “Collateral and Guaranty Requirements,” no filings interest therein held by Holdings, the Borrower or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentSubsidiary.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filing, if this representation is being made more than 10 days after the Restatement Effective Date, has been made), creates a fully perfected first priority lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens other than Permitted Liens. Each party to the Security Agreement has good and indefeasible title to all Security Agreement Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests interest of any other Personperson. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related theretopermitted under Section 8.01). Part A and B of Schedule II contain a true and complete list of each parcel of Real Property owned or leased by Parent, Holdings, the Borrower and their respective Subsidiaries on the Restatement Effective Date, and the type of interest therein held by Parent, Holdings, the Borrower or such Subsidiary. Parent, Holdings, the Borrower and each of their respective Subsidiaries have good and indefeasible title to all Mortgaged Properties free and clear of all Liens except those described in the first sentence of this subsection (c). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge each Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in therein, superior to and prior to the Share Chargerights of all third Persons, and subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge Person other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPermitted Liens. (cb) After If any Mortgage is executed and delivered in accordance with Sections 9.12 and/or 6.12, upon the execution and registration thereofproper filing of each such Mortgage in the appropriate filing office, the Vessel each such Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and charge and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest security, charge and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Encumbrances related thereto and, in the case of any U.S. Mortgaged Property, Liens related theretopermitted pursuant to Section 10.01(xviii)) and subject to no other Liens (other than Permitted Liens related thereto). (dc) After the execution and delivery thereof and upon the taking The provisions of the actions mentioned in the immediately succeeding sentence, each of the U.S. Security Documents will Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors Creditors, a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Security Agreement Collateral described therein, subject only and, upon the proper filing of UCC financing statements, registrations, recordings and other actions required by the U.S. Security Documents (including, without limitation, the recordation of (x) grants of security interest in United States Patents and United States Trademarks, in each case in the United States Patent and Trademark Office and (y) grants of security interest in United States Copyrights with the United States Copyright Office), necessary or appropriate to Permitted Liens. Subject to Sections 7.02create, 8.04 preserve and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any interest granted to the extent contemplated by the U.S. Security Document except for filings or Documents (which filings, registrations, recordings which shall and other actions have been made accomplished), the Collateral Agent, for the benefit of the Secured Creditors, will have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that such Security Agreement Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the Effective Date in the State of New York), by filing a financing statement under the UCC as enacted in any relevant jurisdiction or by a filing of a grant of security interest in the United States Patent and Trademark Office or in the United States Copyright Office in each case, subject to the exceptions contained in the relevant U.S. Security Document, superior to and prior to the execution rights of all third Persons, and subject to no other Liens other than Permitted Liens. (d) The provisions of each Canadian Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors, a legal, valid and enforceable security interest (or, in the province of Quebec, a valid and enforceable hypothec) in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and, upon the proper filing of PPSA financing statements, registrations, recordings and other actions required by the Canadian Security Documents (including, without limitation, the recordation of a Confirmation of Security Interest in Intellectual Property in the form attached to the Canadian Security Agreement in the Canadian Intellectual Property Office), necessary or appropriate to create, preserve and perfect the security interest granted to the extent contemplated by the Canadian Security Documents (which filings, registrations, recordings and other actions have been accomplished), the Collateral Agent, for the benefit of the Secured Creditors, will have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that such Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a PPSA financing statement or by a recording of a Confirmation of Security Interest in Intellectual Property in the Canadian Intellectual Property Office in each case, subject to the exceptions contained in the relevant Canadian Security Documents, superior to and prior to the rights of all third Persons, and subject to no other Liens other than Permitted Liens. (e) The provisions of each European Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and, upon the registrations, recordings and other actions required by the European Security Documents necessary or appropriate to create, preserve and perfect the security interest granted to the extent contemplated by the European Security Documents (which filings, registrations, recordings and other actions have been accomplished), the Collateral Agent, for the benefit of the Secured Creditors, will have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, in each case, subject to the exceptions contained in the relevant European Security Document, superior to and prior to the rights of all third Persons, and subject to no other Liens other than Permitted Liens.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Administrative Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties party thereto in the Security Agreement Collateral described therein, and the Collateral Administrative Agent, for the benefit of the Secured Creditors, has a fully perfected lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will create, as may be perfected by such filing and recordation, a perfected security interest granted to the Collateral Administrative Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will create, as may be perfected by such filing and recordation, a perfected security interest granted to the Collateral Administrative Agent in the copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Administrative Agent, as pledgeePledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Share Charge Collateral Pledged Securities described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsPledge Agreement. (c) After the execution and registration thereof, the Vessel Mortgage will The Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Vessel Mortgaged Properties in favor of the Collateral Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto).Per- (d) After the execution and delivery thereof and upon the taking The provisions of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will Collateral Assignments are effective to create in favor of the Collateral Administrative Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral Assignment Collateral described therein, and the Collateral Administrative Agent, for the benefit of the Secured Creditors, has a fully perfected lien on, and security interest in, all right, title and interest in all of the Collateral Assignment Collateral described therein, subject only to no other Liens other than Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Collateral described therein and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject to any no other Liens other than Permitted Liens. The recordation of the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under federal and state law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the filing of the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal and state law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except Permitted Liensthose described above in this clause (a). (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, Pledgee for the benefit of the Secured Creditors, under the Pledge Agreement constitute first perfected security interests in the Share Charge Collateral described in the Share ChargePledge Agreement Collateral, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral and the proceeds thereof under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “"general intangible” " under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Collateral is subject Security Agreements are effective to any Liens except Permitted Liens. (b) The security interests created under the Share Charge create in favor of the Collateral Agent, as pledgee, Agent for the benefit of the Secured CreditorsCreditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Collateral described therein, and the Security Agreements create a fully perfected first lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Collateral described therein, subject to no Liens other than Permitted Liens. The recordation of the Security Agreements in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to such Security Agreements, are effective to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by such Security Agreements and the filing of such Security Agreements with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to such Security Agreements, are effective to perfect the security interest granted to the Collateral Agent in the copyrights covered by such Security Agreements. Each of the Credit Parties party to a Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in this clause (a). (b) So long as the Collateral Agent, as Pledgee, is in possession of the Pledged Securities, the security interests created in favor of such Pledgee for the benefit of the Secured Creditors under the Pledge Agreements constitute first perfected security interests in the Share Charge Collateral Pledged Securities described in the Share Chargerespective Pledge Agreements, subject to no security interests of any Liens other Personthan Permitted Liens. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in Pledge Agreements so long as the Collateral covered by the Share Charge to the extent a security interest Agent, as Pledgee, is in possession of such Collateral may be perfected by such filingsPledged Securities. (c) After the execution and registration thereofThe Mortgages, the Vessel Mortgage will as amended, create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien Lien on all of the Vessel Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local lawnamed therein) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons persons (except that the security interest and mortgage lien created on in the Vessel Mortgaged Properties may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related theretoLiens). (d) After . Schedule III contains a true and complete list of each Real Property owned or leased by the execution Company and delivery thereof and upon the taking each Domestic Subsidiary of the actions mentioned in Company on the immediately succeeding sentenceRestatement Effective Date, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition type of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect interest therein held by the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to Company and/or the execution of such Security Documentrespective Domestic Subsidiary.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement (to the extent that perfection is governed by the law of the United States, any State thereof or the District of Columbia), subject to no security interests of any other Person. (b) If the Security Agreement is executed and delivered in accordance with Section 8.12, the provisions of the Security Agreement will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein (to the extent that such matters are governed by the laws of the United States, any State thereof or the District of Columbia), and, upon the filing of appropriate financings under the UCC as enacted in any relevant jurisdiction, the filing of the Grants of Security Interest in the respective forms attached to the Security Agreement or the Collateral Agent obtaining possession or control (within the meaning of Section 9-314 of the New York UCC) to the extent required by the Security Agreement, the Collateral Agent, for the benefit of the Secured Creditors, will have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein to the extent that the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by possession or control, by filing a financing statement under the UCC as enacted in any relevant jurisdiction and by a filing of a Grant of Security Interest in the respective form attached to the Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, subject to no other Liens other than Permitted Liens. No filings or recordings are required in order to perfect The recordation of (or maintain the perfection or priority ofx) the security interests created Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the Share Charge Collateral under respective form attached to the Share Charge other than Security Agreement, in each case in the United States Patent and Trademark Office, together with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge Security Agreement, will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral create, as may be perfected by such filingsfilings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (c) After the execution If any Mortgage is executed and registration thereofdelivered in accordance with Section 8.12, the Vessel each such Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to any no other Liens except other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The Insofar as the UCC applies thereto, the security interests created under the Share Charge Pledge Agreement in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None The provisions of the Security ---------------------- Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10 days following the Initial Borrowing Date will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein (to the extent that such security interest can be perfected by filing a UCC financing statement or, to the extent required by the Security Agreement, by taking possession of (or taking certain other actions with respect to) the respective Security Agreement Collateral), subject to any no other Liens except other than Permitted Liens. In addition, the recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute perfected security interests in the Share Charge Pledge Agreement Collateral described in the Share ChargePledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Pledge Agreement Collateral under the Share Charge Pledge Agreement other than with respect to that portion of the Share Charge Pledge Agreement Collateral constituting a “"general intangible” " under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Each Mortgage will createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel such Mortgaged Property may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors Holders a legal, valid and enforceable fully perfected first priority security interest in the Collateral, and when (i) the Financing Statements and other filings in appropriate form are filed as required by Section 11.02(a)(1), and (ii) the Intercreditor Agreement is executed and delivered, the Liens created pursuant to the Security Documents shall constitute a fully perfected Lien on on, and security interest in, all right, title and interest of the Credit Parties party thereto grantors thereunder in the Collateral described therein(other than the Intellectual Property Rights), subject only in each case prior to all other Liens except for Permitted Liens. Subject . (b) The Mortgages are effective to Sections 7.02create in favor of the Collateral Agent for the benefit of the Holders, 8.04 a legal, valid and this Section 8.11 enforceable Lien on all of the Obligors’ right, title and interest in and to the definition Mortgaged Property thereunder, and when the Mortgages are recorded in the offices specified on Schedule 7.41(b), the Liens created pursuant to the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of “Collateral and Guaranty Requirements,” no filings or recordings are required the Obligors in order such Mortgaged Property, in each case prior to perfect the security interests created under any all other Liens except for Permitted Liens. (c) Each Security Document will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Holders, a legal, valid and enforceable Lien on all of the Obligors’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Obligors in such Collateral, in each case prior and superior in right to any other Person except as provided in this Agreement, and subject to no other Liens except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentPermitted Liens.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Trustee a legal and valid security interest in all right, title and interest of the Borrower or any Subsidiary Guarantor party thereto in the collateral described therein (subject to Section 10 thereof), and when the financing statements referred to on Schedule 5.15 and subsection 7.11(a)(ii) have been filed as specified in Schedule 5.15 and subsection 7.11(a)(ii), the Trustee has a fully perfected security interest in all right, title and interest of the Borrower or such Subsidiary Guarantor, as the case may be, in all "accounts", "chattel paper", "inventory" or "general intangibles" (other than "uncertificated securities") (each as defined in the applicable uniform commercial code) described in such financing statements, all other UCC Filing Collateral is subject (other than UCC Local Filing Collateral) described in such financing statements and, to the best knowledge of the Borrower, all UCC Local Filing Collateral described in such financing statements, in each case superior (to the extent that priority can be obtained by filing uniform commercial code financing statements) in right to any Liens except Permitted Liens.of any third person against such collateral or interests therein, subject only to Liens permitted under subsection 8.4 (other than subsection 8.4(k)); (b) The security interests created under the Share Charge in favor provisions of the Collateral AgentPledge Agreement, as pledgee, for together with possession by the benefit Trustee (or any agent acting on its behalf) of the Secured CreditorsPledged Securities described therein (or, constitute perfected security interests in the Share Charge Collateral described case of Pledged Securities constituting "securities" (as defined in the Share Chargeapplicable uniform commercial code), subject together with the "transfer" to no security interests of any other Person. No filings or recordings are required in order to perfect the Trustee (or maintain any agent acting on its behalf) of such Pledged Securities in accordance with the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect applicable uniform commercial code), are effective to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit Trustee a legal and valid security interest in all right, title and interest of the Secured Creditors Borrower or any Subsidiary Guarantor party thereto, as the case may be, in the Pledged Securities (subject to Section 14 of the Pledge Agreement). The Trustee has a fully perfected security interest in the Pledged Stock and all other Pledged Securities described in the Pledge Agreement which are then in the possession of the Trustee (or any agent acting on its behalf) (or, in the case of Pledged Securities constituting "securities" (as defined in the applicable uniform commercial code), which have been "transferred" to the Trustee (or any agent acting on its behalf) in accordance with the applicable uniform commercial code), which security interest is (i) in the case of Pledged Stock, superior in right to any Liens of any third person against such collateral or interests therein, subject to Section 14 of the Pledge Agreement and to Liens permitted under subsection 8.4(a) and (ii) in the case of all other Pledged Securities, superior (to the extent that priority can be obtained by possession or "transfer" of such other Pledged Securities) in right to any Liens of any third person against such collateral or interests therein, subject to Section 14 of the Pledge Agreement and to Liens permitted by subsection 8.4(a); (c) Each Mortgage is effective to create in favor of the Trustee, a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties Borrower or any Subsidiary Guarantor party thereto thereto, as the case may be, in the Collateral described thereinMortgaged Property thereunder. When each Mortgage and the related fixture filings are duly recorded in the appropriate office or offices and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, such Mortgage shall constitute a fully perfected Lien on and security interest in such Mortgaged Property (prior to all mortgages on the Mortgaged Property other than those which have been assigned to the Trustee), subject only to Permitted Liens. Subject the encumbrances and exceptions to Sections 7.02title expressly set forth or referred to in such Mortgage, 8.04 and this Section 8.11 to Liens permitted by subsection 8.4 (other than subsection 8.4(k)); 72 66 subject, in the case of clauses (a) through (c) above, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and the definition to principles of “Collateral and Guaranty Requirements,” no filings equity whether considered in a proceeding in equity or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Documentat law.

The Security Documents. (a) None The provisions of the Security Agreement are effective to create in favor of the Collateral is Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of each Credit Party party to the Security Agreement in the Security Agreement Collateral, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made), creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral to the extent that such Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the UCC as enacted in any relevant jurisdiction, subject to any no other Liens other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the amended and restated Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each Credit Party to the Security Agreement has good and valid title to all Security Agreement Collateral owned by it, free and clear of all Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgeePledgee, for the benefit of the Secured Creditors, Creditors under the Pledge Agreements constitute first priority perfected security interests in the Share Charge Collateral described in the Share ChargePledged Securities, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral Pledged Securities and the proceeds thereof under the Share Charge Pledge Agreements (other than with than, in respect to that portion of such proceeds, the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on filing of Form UCC-1 made pursuant to financing statements or the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filingsappropriate equivalent (which filings have been made)). (c) After The Mortgages create, upon recording thereof and of the execution Mortgage Amendments which recordings in the case of the Mortgages, have been made, and registration thereofin the case of the Mortgage Amendments, will be made within 10 days after the Vessel Mortgage will createRestatement Effective Date, as security for the obligations purported to be secured thereby, a valid and enforceable first priority perfected security interest in and mortgage lien on the Vessel in favor all of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create Mortgaged Properties in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to no other Liens (other than Permitted Liens). Subject Each Credit Party has good and marketable title to Sections 7.02all fee-owned Mortgaged Properties owned by such Credit Party and valid leasehold title to all leasehold Mortgaged Properties leased by such Credit Party, 8.04 in each case free and this Section 8.11 clear of all leases, occupancy interests and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document all Liens except for filings or recordings which shall have been made on or prior to the execution of such Security DocumentPermitted Liens.

The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens. (b) The security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the extent a security interest in such Collateral may be perfected by such filings. (c) After the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto). (d) After the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section 8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings which shall have been made on or prior to the execution of such Security Document.. ​