Common use of Title to Properties; Priority of Liens Clause in Contracts

Title to Properties; Priority of Liens. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor of Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

Title to Properties; Priority of Liens. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor of Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

Title to Properties; Priority of Liens. Each Obligor Borrower and Restricted Subsidiary (other than an Excluded Subsidiary) has good and marketable title to (or valid leasehold interests in) all of its Real Property necessary for the conduct of its business as conducted, and good title to, or rights in, all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lendersnecessary for the conduct of its business as conducted, in each case (i) free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder Liens and (bii) for such defects of except where failure to have good title that or a valid leasehold interest could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. Each Obligor Borrower and Restricted Subsidiary (other than an Excluded Subsidiary) has paid and discharged all material lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its PropertiesProperty, other than Permitted Liens. This Agreement creates The security interests in favor the Collateral created under the Security Documents and subject to the UCC (the “UCC Collateral”) constitute, subject only to the filing of Agentappropriate financing statements pursuant to the UCC, for the benefit recordation of the Secured PartiesIntellectual Property Security Agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office and the execution of appropriate control agreements, perfected security interests in the UCC Collateral granted by the applicable Obligor to the extent that a valid and enforceable security interest in the such UCC Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in by the filing of a financing statement, the recordation of a security agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office (except to the extent that the recordation of any such filing officessecurity agreement is not required pursuant to the terms of the Loan Documents) or by the execution of a control agreement (except to the extent that the execution of any such control agreement is not required pursuant to the terms of the Loan Documents), in each case prior and superior in right to any other Person, other than with respect subject only to Permitted Liens. As Upon delivery of the date hereof, upon Mortgages and the recordation recording of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed same in the appropriate officesapplicable land records in accordance with Section 10.1.9, the Mortgages will constitute constructive notice to third parties of Agent’s junior Liens created under this Agreement shall constitute fully perfected Liens onon the Mortgaged Property, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect subject only to Permitted Liens.

Title to Properties; Priority of Liens. Each The Borrowers and each other Obligor have good and Subsidiary (other than an Excluded Subsidiary) has marketable title to, or valid leasehold interests in, all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which . The Borrowers and each other Obligor have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor To the extent that perfection of Agent, for security interests is governed by the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. UCC (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than with respect to Permitted Liensproperty subject to certificate of title statutes) or filing with the United States Copyright Office or the United States Patent and Trademark Office, and upon (bi) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, case of all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of filing of the financing statements set forth on Schedule 9.1.6 with respect to each Obligor in the United Statesjurisdictions set forth on Schedule 9.1.6, (ii)the delivery to the Agent of all Collateral consisting of Instruments and Certificated Securities, in each case prior case, properly endorsed for transfer to the Agent or in blank, and superior in right to any all other PersonCollateral which may be perfected under the UCC only by possession, other than (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of the Borrowers other than the Excluded Accounts, (v) all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark Office, and (vi) with respect to any Letter of Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a supporting obligation (as defined in the UCC) for any Collateral, all Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted LiensLiens that are expressly allowed under the terms of this Agreement to have priority over the Agent’s Lien.

Title to Properties; Priority of Liens. (a) Each Obligor Loan Party and each Restricted Subsidiary thereof has good and indefeasible title to (other than an Excluded Subsidiaryor valid leasehold interests in) has all of its Real Estate necessary in the ordinary course of business, and good title to all of its personal Propertyproperty, including all Property property reflected in any financial statements delivered to the Administrative Agent or the Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor Loan Party and each Restricted Subsidiary (other than an Excluded Subsidiary) thereof has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Propertiesproperties, other than Permitted Liens. This Agreement creates Upon execution and delivery thereof by the parties thereto, the Collateral Documents (other than the Mortgages, which are the subject of Section 5.5(b)) will be effective to create legal and valid Liens on all the applicable Collateral in favor of Agent, the Administrative Agent for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and, upon the enforcement taking of creditors' rights generally such actions set forth in the Collateral Documents, such Liens (i) to the extent contemplated in such Collateral Documents, constitute perfected and continuing Liens on all of the applicable Collateral, (ii) have priority over all other Liens on the Collateral, except for Permitted Liens that are expressly allowed to have priority over the Administrative Agent’s Liens granted pursuant to the Collateral Documents and (iii) are enforceable against each Loan Party granting such Liens. (b) The Mortgages executed and delivered on the Closing Date, if any, are, and the availability of equitable remedies. (a) As Mortgages executed and delivered after the Closing Date will be, effective to create in favor of the date hereofAdministrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property (as such term is defined in the applicable Mortgage) thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the certificated Equity Interests proper real estate filing or recording offices, and Instruments that constitute Collateral all relevant mortgage taxes and recording charges are delivered to Agentduly paid, the Lien created under this Agreement Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title title, and interest of the Borrowers applicable Loan Parties in such certificated Equity Interests and InstrumentsMortgaged Property and, to the extent applicable, subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior and superior in right to the Lien of any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to except for Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.5.6

Title to Properties; Priority of Liens. Each Obligor Loan Party and Subsidiary (other than an Excluded Subsidiary) has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to, or rights in, all of its personal tangible Property, in each case with respect to such Real Estate and personal Property which is material to its business, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor Loan Party and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on a material portion of its Properties, other than Permitted Liens. This Agreement creates in favor of AgentEach Loan Party has paid and discharged all lawful claims that, for the benefit of the Secured Partiesif unpaid, could reasonably be expected to become a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Personon its ABL Priority Collateral, other than (x) Permitted Collateral Liens and (y) Liens permitted by Section 10.2.2(y) securing Debt in an aggregate amount not in excess of $5,000,000 so long as the applicable ABL Priority Collateral is not included in the Borrowing Base. Upon the filing of financing statements against the Loan Parties in the form approved by Loan Party Agent, and, with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting ABL Priority Collateral in which a security interest may only be perfected by filing possession or control, the taking and retention of possession or control of such ABL Priority Collateral by Agent, duly endorsed (including executed powers of transfer) where applicable, all Liens of Agent in the United StatesABL Priority Collateral will be duly perfected, in each case prior and superior in right to any other Personfirst priority Lien upon all the ABL Priority Collateral, other than with respect subject only to Permitted Collateral Liens.

Title to Properties; Priority of Liens. Each Obligor Borrower, PLC and Subsidiary (each of PLC's other than an Excluded Subsidiary) Subsidiaries has good title to and valid and subsisting leasehold interests in, all of its real Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in Section 8.1.9 or delivered pursuant to Agent or Lenders, in each case free of Liens except Permitted LiensSection 9.1.3, except (a) those which have been disposed where the absence of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business good title or as otherwise permitted hereunder and (b) for such defects of title that a valid interest could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, and each Borrower has good title to all of its Collateral (except, in the case of DOIC, with respect to the Purchased Receivables that are sold by it in accordance with the terms of this Agreement), in each case free and clear of all Liens except Permitted Liens. Each Obligor Except to the extent the same is being Properly Contested or is otherwise permitted under this Agreement, each Borrower and Subsidiary (other than an Excluded Subsidiary) PLC has paid or discharged, and discharged has caused each of PLC's other Subsidiaries to pay and discharge, all lawful claims (other than any claims being Properly Contested) thatwhich, if unpaid, could might become a Lien on its Properties, other than against any Properties of such Borrower or any such Subsidiary that is not a Permitted LiensLien. This Agreement creates in favor of Agent, for Upon the benefit filing of the Secured Parties, a valid and enforceable security interest in financing statements delivered on the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally Closing Date and the availability execution of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than control agreements with respect to Permitted Lienseach Deposit Account and Securities Account by the relevant bank or securities intermediary, and (b) when financing statements in appropriate form are filed in as the appropriate officescase may be, the Liens created under granted to Agent pursuant to this Agreement and the other Security Documents will constitute fully perfected be duly perfected, first priority Liens, subject only to those Permitted Liens on, and security interests in, all right, title and interest that are expressly permitted by the terms of the Borrowers in such Collateral as this Agreement to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, have priority over the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted LiensAgent.

Title to Properties; Priority of Liens. Each Obligor Loan Party and Subsidiary (other than an Excluded Subsidiary) has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to, or rights in, all of its personal tangible Property, in each case with respect to such Real Estate and personal Property which is material to its business, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor Loan Party and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on a material portion of its Properties, other than Permitted Liens. This Agreement creates in favor of AgentEach Loan Party has paid and discharged all lawful claims that, for the benefit of the Secured Partiesif unpaid, could reasonably be expected to become a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Personon its ABL Priority Collateral, other than (x) Permitted Collateral Liens and (y) Liens permitted by Section 10.2.2(y) securing Debt in an aggregate amount not in excess of $6,000,000 so long as the applicable ABL Priority Collateral is not included in the Borrowing Base. Upon the filing of financing statements against the Loan Parties (other than the European Borrower) in the form approved by Loan Party Agent, and, with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting ABL Priority Collateral in which a security interest may only be perfected by filing possession or control, the taking and retention of possession or control of such ABL Priority Collateral by Agent, duly endorsed (including executed powers of transfer) where applicable, all Liens of Agent in the United StatesABL Priority Collateral will be duly perfected, in each case prior and superior in right to any other Personfirst priority Lien upon all the ABL Priority Collateral, other than with respect subject only to Permitted Collateral Liens.

Title to Properties; Priority of Liens. Each Obligor Borrower and Subsidiary has good and marketable title to (other than an Excluded Subsidiaryor valid leasehold interests in) has all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors Borrowers and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no Real Estate is located in a special flood hazard zone, except as disclosed on Schedule 9.1.5. Each Obligor Borrower and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor of Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally and the availability of equitable remedies. remedies and (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral (other than Intellectual Property and Deposit Accounts) as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon Upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to Borrower Agent and Agent with the U.S. Copyright OfficeUSPTO and USCO, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United StatesStates and its territories and possessions, in each case prior and superior in right to any other PersonPerson (it being understood that subsequent recordings in the USPTO and USCO may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Borrowers after the date hereof), other than with respect to Permitted Liens.

Title to Properties; Priority of Liens. Each Obligor has good and Subsidiary marketable title to (other than an Excluded Subsidiaryor valid leasehold interests in) has the Real Estate listed on Schedule 9.1.6, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent, Security Trustee or Lenders (other than (a) any such personal Property disposed of in the Ordinary Course of Business prior to the date hereof which, if material, has been disclosed to Agent and (b) Real Estate or Lenderspersonal Property subject to a Permitted Asset Disposition or otherwise permitted to be disposed of after the Closing Date, so long as Agent has received prompt notice thereof), in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by Liens and deficiencies and defects in title that do not and could not reasonably be expected to interfere with the Obligors and their Subsidiaries subsequent ability to such date which dispositions have been in sustain the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect“Minor Defects”). Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted LiensLiens and Minor Defects. This Agreement creates All Liens of Agent or Security Trustee in favor the Collateral (other than Liens in Commercial Tort Claims, vehicles and other goods subject to a certificate of Agenttitle (other than Vessels), cash that is not Proceeds of Collateral and is not held in a Deposit Account or securities account subject to a control agreement for the benefit of Agent) are duly perfected, first priority Liens, subject only to Permitted Liens and Minor Defects that are expressly allowed to have priority over Agent’s and Security Trustee’s Liens. Without limiting the Secured Partiesgenerality of the foregoing, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As each of the date hereof, when Eligible Vessels has been duly documented under the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, laws of the Lien created under this Agreement shall constitute a fully perfected first priority Lien onUnited States in the name of such Obligor as the owner thereof, and security interest in, all right, such Obligor is not aware of any claim which might impair the validity of such Obligor’s title to and interest of the Borrowers in such certificated Equity Interests and InstrumentsVessel, in each case prior and superior in right to and, without limiting the foregoing, no Obligor has granted a preferred ship mortgage against any other PersonVessel since December 4, 2007, other than with respect to Permitted Liensin favor of (i) the Security Trustee, and (ii) Jefferies Finance LLC, as mortgage trustee, which preferred ship mortgage will be released and satisfied on or about the Closing Date, (b) when financing statements each Obligor is in appropriate form material compliance with all obligations under all material leases to which it is a party and all such leases are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens onfull force and effect, and security interests ineach Obligor enjoys peaceful and undisturbed possession under all such material leases, all right(c) no Obligor has received any notice of, title nor has any knowledge of, any pending or contemplated condemnation proceeding materially and interest adversely affecting the Real Estate or Vessels or any sale or disposition thereof in lieu of condemnation which is material to the business of the Borrowers in such Collateral as to which a Lien may be perfected in such filing officesObligors, in each case prior and superior in (d) none of the Obligors is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and Real Estate or Vessels or any interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Lienstherein not otherwise permitted hereunder.