Common use of Title, Authorization, Validity and Enforceability Clause in Contracts

Title, Authorization, Validity and Enforceability. The Debtor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit Agreement, and has full power and authority to grant to the Agent the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor and creates a security interest which is enforceable against the Debtor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the Debtor in the filing office(s) listed for the Debtor in the Credit Agreement, the Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit Agreement.

Title, Authorization, Validity and Enforceability. The Debtor Borrower has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit AgreementSection 4.1(f), and has full power and authority to grant to the Agent Lender the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor Borrower of this Security Agreement has been duly authorized by proper corporate [corporate] [partnership] proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor Borrower and creates a security interest which is enforceable against the Debtor Borrower in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the Debtor Borrower in the filing office(s) location listed for the Debtor in the Credit Agreementon Exhibit “D”, the Agent Lender will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit AgreementSection 4.1(f).

Title, Authorization, Validity and Enforceability. The Such Debtor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit AgreementPermitted Liens, and has full corporate or limited liability company power and authority to grant to the Agent the security interest in such Collateral pursuant hereto. The execution and delivery by the such Debtor of this Security Agreement has been duly authorized by proper corporate or limited liability company proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the such Debtor and creates a security interest which is enforceable against the such Debtor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the such Debtor in the filing office(s) locations listed for the Debtor in the Credit Agreementon Exhibit B, the Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit AgreementPermitted Liens.

Title, Authorization, Validity and Enforceability. The Debtor Pledgor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit AgreementSection 4.1.6, and has full power and authority to grant to the Agent the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor Pledgor of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor Pledgor and creates a security interest which is enforceable against the Debtor Pledgor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the Debtor Pledgor in the filing office(s) locations listed for the Debtor in the Credit Agreementon Exhibit “F”, the Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit AgreementSection 4.1.6.

Title, Authorization, Validity and Enforceability. The Debtor Borrower has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit AgreementSection 4.1(f), and has full power and authority to grant to the Agent Bank the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor Borrower of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor Borrower and creates a security interest which is enforceable against the Debtor Borrower in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the Debtor Borrower in the filing office(s) locations listed for the Debtor in the Credit Agreementon Exhibit "E", the Agent Bank will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit AgreementSection 4.1(f).

Title, Authorization, Validity and Enforceability. The Debtor Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit Agreement(other than Permitted Liens), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor Grantor of this Security Agreement has been duly authorized by proper corporate or other proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor Grantor and creates a security interest which is enforceable against the Debtor Grantor in all now owned and hereafter acquired Collateral. When financing statements (or appropriate amendments to existing filings) have been filed in the appropriate offices against the Debtor Grantor in the filing office(s) locations listed for the Debtor in the Credit Agreementon Exhibit “B”, the Collateral Agent will have a fully perfected first priority security interest in that the Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit Agreement.

Title, Authorization, Validity and Enforceability. The Debtor Borrower has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit AgreementSection 4.1.4, and has full power and authority to grant to the Agent the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor Borrower of this Security Agreement has been duly authorized by proper corporate partnership proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor Borrower and creates a security interest which is enforceable against the Debtor Borrower in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the Debtor Borrower in the filing office(s) locations listed for the Debtor in the Credit Agreementon Exhibit "E" hereto, the Agent will have a fully perfected first priority security interest on behalf of the Lenders in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit Agreementhereunder.

Title, Authorization, Validity and Enforceability. The Debtor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit Agreement, Section 4.1(f) and has full power and authority to grant to the Agent Bank the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor and creates a security interest which is enforceable against the Debtor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the Debtor in the filing office(s) locations listed for the Debtor in the Credit Agreementon Exhibit E, the Agent Bank will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(f), certain of which, from time to time, may (with the Credit consent of the Bank or as otherwise set forth in the Loan Agreement) be senior in priority to the security interest granted herein.

Title, Authorization, Validity and Enforceability. The Debtor Borrower has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit Agreement, and has full power and authority to grant to the Agent the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor Borrower of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor Borrower and creates a security interest which is enforceable against the Debtor Borrower in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the Debtor Borrower in the filing office(s) listed for the Debtor Borrower in the Credit Agreement, the Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit Agreement.

Title, Authorization, Validity and Enforceability. The Debtor Borrower has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit AgreementSection 4.1.6, and has full power and authority to grant to the Agent the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor Borrower of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor Borrower and creates a security interest which is enforceable against the Debtor Borrower in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against the Debtor Borrower in the filing office(s) locations listed for the Debtor in the Credit Agreementon Exhibit "F", the Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit AgreementSection 4.1.6.

Title, Authorization, Validity and Enforceability. The Debtor Borrower has good and valid rights in or the power to transfer pledge the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under the Credit AgreementSection 4.1(f), and has full power and authority to grant to the Agent the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor Borrower of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor Borrower and creates a security interest which is enforceable against the Debtor Borrower in all now owned and hereafter acquired Collateral, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally. When financing statements have been filed in the appropriate offices against the Debtor Borrower in the filing office(s) locations listed for the Debtor in the Credit Agreementon Exhibit "E", the Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under the Credit AgreementSection 4.1(f).

Title, Authorization, Validity and Enforceability. The Debtor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted Encumbrances and Liens expressly permitted under the Credit AgreementSection 4.1.6, and has have full power and authority to grant to the Agent Secured Party the security interest in such Collateral pursuant hereto. The execution and delivery by the Debtor of this Security Agreement has been duly authorized by proper corporate proceedingscompany proceedings (as applicable), and this Security Agreement constitutes a legal, valid and binding obligation of the Debtor and creates a security interest which is enforceable against the Debtor in all now owned and hereafter acquired Collateral. When a financing statements have statement has been filed in the appropriate offices against the Debtor in the central filing office(s) listed for the Debtor in the Credit Agreementoffice of Debtor's jurisdiction of organization, the Agent Secured Party will have a fully perfected perfected, first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens expressly permitted under the Credit AgreementSection 4.1.6.