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

Title, Authorization, Validity and Enforceability. Subject to Section 3.12.10, such Grantor has good and valid rights in or the power to transfer its respective Collateral, free and clear of all Liens except for Liens permitted under Section 8.04 of the Credit Agreement, and has the corporate, limited liability company or partnership, as applicable, power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement have been duly authorized by corporate, limited liability company, limited partnership or partnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except (i) as enforceability may be limited by bankruptcy, insolvency, examinership, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and by general principles of equity which may limit the right to obtain equitable remedies (regardless of whether such enforceability is a proceeding in equity or at law) and (ii) as to the enforceability of provisions for indemnification and the limitations thereon arising as a matter of law or public policy. When financing ACTIVE 214413513v.9 statements have been filed in the appropriate offices against such Grantor in the locations listed in Exhibit “E”, the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCC, subject only to Liens permitted under Section 8.04 of the Credit Agreement.

Title, Authorization, Validity and Enforceability. Subject to Section 3.12.10, such Such Grantor has good and valid rights in or the power to transfer its respective Collateralthe Collateral owned by it 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 Section 8.04 6.02 of the Credit Agreement, and has the corporate, limited liability company or partnership, as applicable, full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement have has been duly authorized by corporate, limited liability company, limited partnership proper corporate or partnership, as applicable, other proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except (i) as enforceability may be limited by (i) bankruptcy, insolvency, examinershipfraudulent conveyances, reorganization, moratorium, fraudulent transfer reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and by (ii) general equitable principles of equity which may limit the right to obtain equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) ), and (iiiii) as to the enforceability requirements of provisions for indemnification reasonableness, good faith and the limitations thereon arising as a matter of law or public policyfair dealing. When financing ACTIVE 214413513v.9 statements have been filed in the appropriate offices against such Grantor in the locations listed in on Exhibit “EB”, the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCCfiling, subject only to Liens permitted under Section 8.04 6.02 of the Credit Agreement.

Title, Authorization, Validity and Enforceability. Subject to Section 3.12.10, such Such Grantor has good and valid rights in or the power to transfer its respective Collateralthe Collateral owned by it 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 Section 8.04 of the Credit AgreementPermitted Liens, and has the corporate, limited liability company or partnership, as applicable, full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement have has been duly authorized by corporate, limited liability company, limited partnership proper corporate or partnership, as applicable, other proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except (i) as enforceability may be limited by (i) bankruptcy, insolvency, examinershipfraudulent conveyances, reorganization, moratorium, fraudulent transfer reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and by (ii) general equitable principles of equity which may limit the right to obtain equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) ), and (iiiii) as to the enforceability requirements of provisions for indemnification reasonableness, good faith and the limitations thereon arising as a matter of law or public policyfair dealing. When financing ACTIVE 214413513v.9 statements have been filed in the appropriate offices against such Grantor in the locations listed in on Exhibit “EB”, the Administrative Agent will have a fully perfected first priority security interest (or second priority security interest subject in priority only to the Liens securing the ABL Obligations permitted under the Credit Agreement with respect to the ABL Collateral to the extent provided in the ABL Intercreditor Agreement) in all Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCCfiling, subject only to Liens permitted under Section 8.04 of the Credit AgreementPermitted Liens.

Title, Authorization, Validity and Enforceability. Subject to Section 3.12.10, such Such Grantor has good and valid rights in or the power to transfer its respective Collateralthe Collateral owned by it 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 Section 8.04 of the Credit Agreement4.1.6, and has the corporate, limited liability company or partnership, as applicable, full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement have has been duly authorized by corporate, limited liability company, limited partnership proper corporate or partnership, as applicable, other proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except (i) as enforceability may be limited by (i) bankruptcy, insolvency, examinershipfraudulent conveyances, reorganization, moratorium, fraudulent transfer reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and by (ii) general equitable principles of equity which may limit the right to obtain equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) ), and (iiiii) as to the enforceability requirements of provisions for indemnification reasonableness, good faith and the limitations thereon arising as a matter of law or public policyfair dealing. When financing ACTIVE 214413513v.9 statements have been filed in the appropriate offices against such Grantor in the locations listed in on Exhibit “E”"B", the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCCfiling, subject only to Liens permitted under Section 8.04 6.15 of the Credit Agreement.

Title, Authorization, Validity and Enforceability. Subject to Section 3.12.10, such The Grantor has good and valid rights in or the power to transfer its respective Collateralthe Collateral owned by it 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 Section 8.04 of the Credit AgreementPermitted Liens, and has the corporate, limited liability company or partnership, as applicable, full corporate power and authority to grant to the Administrative Agent Secured Party the security interest in such Collateral pursuant hereto. The execution and delivery by such the Grantor of this Security Agreement have been duly authorized by corporate, limited liability company, limited partnership or partnership, as applicable, proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such the Grantor and creates a security interest which is enforceable against such the Grantor in all Collateral it now owns or hereafter acquires, except (i) as enforceability may be limited by (i) bankruptcy, insolvency, examinershipfraudulent conveyance, reorganization, moratorium, fraudulent transfer reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and by (ii) general equitable principles of equity which may limit the right to obtain equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) ), and (iiiii) as to the enforceability requirements of provisions for indemnification reasonableness, good faith and the limitations thereon arising as a matter of law or public policyfair dealing. When financing ACTIVE 214413513v.9 statements have been filed in the appropriate offices against such the Grantor in the locations listed in Exhibit “E”, the Administrative Agent Secured Party will have a fully perfected first priority security interest in the Collateral owned by such the Grantor in which a security interest may be perfected by filing of a financing statement under the Delaware UCC, subject only to Liens permitted under Section 8.04 of the Credit AgreementPermitted Liens.

Title, Authorization, Validity and Enforceability. Subject to Section 3.12.10, such Such Grantor has good and valid rights in or the power to transfer its respective Collateralthe Collateral owned by it 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 Section 8.04 of the Credit Agreement4.1.6 hereof, and has the full corporate, limited liability company or partnership, as applicable, power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement are within such Grantor’s powers and have been duly authorized by corporate, limited liability company, limited partnership or partnership, as applicable, proceedings, and this all necessary action on the part of such Grantor. This Security Agreement has been duly executed and delivered by such Grantor and constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is Grantor, enforceable against such Grantor in all Collateral it now owns or hereafter acquiresaccordance with its terms, except (i) as enforceability may be limited by subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by subject to general principles of equity which may limit the right to obtain equitable remedies (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) as to the enforceability of provisions for indemnification and the limitations thereon arising as a matter of law or public policy. When financing ACTIVE 214413513v.9 statements have been filed in the appropriate offices against such Grantor in the locations listed in Exhibit “E”, the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCC, subject only to Liens permitted under Section 8.04 of the Credit Agreement4.1.6 hereof.

Title, Authorization, Validity and Enforceability. Subject to Section 3.12.10, such Such Grantor has good and valid rights in or the power to transfer its respective Collateralthe Collateral owned by it 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 Section 8.04 6.15 of the Credit Agreement, and has the corporate, limited liability company or partnership, as applicable, full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement have has been duly authorized by corporate, limited liability company, limited partnership proper corporate or partnership, as applicable, other proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except (i) as enforceability may be limited by (i) bankruptcy, insolvency, examinershipfraudulent conveyances, reorganization, moratorium, fraudulent transfer reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and by (ii) general equitable principles of equity which may limit the right to obtain equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) ), and (iiiii) as to the enforceability requirements of provisions for indemnification reasonableness, good faith and the limitations thereon arising as a matter of law or public policyfair dealing. When financing ACTIVE 214413513v.9 statements have been filed in the appropriate offices against such Grantor in the locations listed in on Exhibit “EB”, the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCCfiling, subject only to Liens permitted under Section 8.04 6.15 of the Credit Agreement.

Title, Authorization, Validity and Enforceability. Subject Such Guarantor (a) has good title to, or valid leasehold interests in, all its real and personal property material to Section 3.12.10its business, except for such Grantor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and (b) has good and valid rights in or the power to transfer its respective Collateralthe Collateral owned by it 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 Section 8.04 of the Credit AgreementPermitted Liens, and has the full corporate, limited liability company or partnership, as applicable, power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor Guarantor of this Security Agreement have been duly authorized by proper corporate, limited liability company, limited partnership or partnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor Guarantor and creates a security interest which is enforceable against such Grantor Guarantor in all Collateral it now owns or hereafter acquires, except (i) as enforceability may be limited by subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and by subject to general principles of equity which may limit the right to obtain equitable remedies (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) as to the enforceability of provisions for indemnification and the limitations thereon arising as a matter of law or public policy. When financing ACTIVE 214413513v.9 statements have been filed in the appropriate offices against such Grantor Guarantor in the locations listed in Exhibit “E”, the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor Guarantor in which a security interest may be perfected by filing of a financing statement under the UCC, subject only to Liens permitted under Section 8.04 of the Credit AgreementPermitted Liens.