AS SET FORTH ON SCHEDULE 8.13(A), BORROWER AND EACH OF ITS
RESTRICTED SUBSIDIARIES HAS GOOD AND VALID TITLE TO, OR A VALID (WITH RESPECT TO
REAL PROPERTY) LEASEHOLD INTEREST IN, ALL MATERIAL ASSETS AND PROPERTY
(INCLUDING MORTGAGED REAL PROPERTY) (TANGIBLE AND INTANGIBLE) OWNED BY IT
(EXCEPT INSOFAR AS MARKETABILITY MAY BE LIMITED BY ANY LAWS OR REGULATIONS OF
ANY GOVERNMENTAL AUTHORITY AFFECTING SUCH ASSETS), AND ALL SUCH ASSETS AND
PROPERTY ARE FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS AND ARE
SUBJECT TO NO LIENS OTHER THAN PERMITTED COLLATERAL LIENS.
EXCEPT AS MAY BE
DISCLOSED TO THE LENDERS AND/OR COLLATERAL AGENT PRIOR TO THE DATE OF THE
APPLICABLE BORROWING SUBSTANTIALLY ALL OF THE ASSETS AND
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PROPERTY OWNED BY, LEASED TO OR USED BY BORROWER AND EACH OF ITS RESTRICTED
SUBSIDIARIES IN ITS RESPECTIVE BUSINESSES ARE IN GOOD OPERATING CONDITION AND
REPAIR IN ALL MATERIAL RESPECTS, ORDINARY WEAR AND TEAR EXCEPTED, EXCEPT IN EACH
CASE WHERE THE FAILURE OF SUCH ASSET TO MEET SUCH REQUIREMENTS WOULD NOT RESULT
IN A MATERIAL ADVERSE EFFECT.
(B)
SCHEDULE 8.13(B) SETS FORTH A TRUE, COMPLETE AND CORRECT LIST OF
EACH OF THE VESSELS OWNED, USED OR OCCUPIED BY BORROWER OR A RESTRICTED
SUBSIDIARY AS OF THE CLOSING DATE, INCLUDING THE OWNER OF THE VESSEL, THE NAME
OF THE VESSEL, THE OFFICIAL NUMBER (IF ANY) OF THE VESSEL AND THE LOCATION WHERE
SUCH VESSEL IS DOCKED OR STORED.
BORROWER OR A RESTRICTED SUBSIDIARY OWNS ALL
RIGHT, TITLE AND INTEREST IN AND TO EACH OF THE MORTGAGED VESSELS FREE AND CLEAR
OF ALL LIENS OTHER THAN PERMITTED LIENS AND SUBJECT TO NO LIENS OTHER THAN
PERMITTED COLLATERAL LIENS.
SECTION 8.14.
SECURITY INTEREST; ABSENCE OF FINANCING STATEMENTS; ETC.
(A)
THE SECURITY DOCUMENTS, ONCE EXECUTED AND DELIVERED, WILL CREATE,
IN FAVOR OF COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, AS SECURITY
FOR THE OBLIGATIONS PURPORTED TO BE SECURED THEREBY, A VALID AND ENFORCEABLE
SECURITY INTEREST IN AND LIEN UPON ALL OF THE COLLATERAL, AND UPON (I) FILING,
RECORDING, REGISTERING OR TAKING SUCH OTHER ACTIONS AS LISTED IN SCHEDULE 7 TO
THE PERFECTION CERTIFICATE WITH THE APPROPRIATE GOVERNMENTAL AUTHORITIES
(INCLUDING PAYMENT OF APPLICABLE FILING AND RECORDING TAXES), (II) THE TAKING OF
POSSESSION OR CONTROL BY COLLATERAL AGENT OF THE PLEDGED COLLATERAL WITH RESPECT
TO WHICH A SECURITY INTEREST MAY BE PERFECTED ONLY BY POSSESSION OR CONTROL
WHICH POSSESSION OR CONTROL SHALL BE GIVEN TO COLLATERAL AGENT TO THE EXTENT
POSSESSION OR CONTROL BY COLLATERAL AGENT IS REQUIRED BY THE SECURITY AGREEMENT)
AND (III) DELIVERY OF THE APPLICABLE DOCUMENTS TO COLLATERAL AGENT IN ACCORDANCE
WITH THE PROVISIONS OF THE APPLICABLE SECURITY DOCUMENTS, FOR THE BENEFIT OF THE
SECURED PARTIES, SUCH SECURITY INTEREST SHALL BE A PERFECTED SECURITY INTEREST
IN AND LIEN UPON ALL OF THE COLLATERAL (SUBJECT TO ANY APPLICABLE PROVISIONS SET
FORTH IN THE SECURITY AGREEMENT WITH RESPECT TO LIMITATIONS AS TO PERFECTION OF
LIENS ON THE PLEDGED COLLATERAL DESCRIBED THEREIN) SUPERIOR TO AND PRIOR TO THE
RIGHTS OF ALL THIRD PERSONS AND SUBJECT