Common use of Title and Authority Clause in Contracts

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties the Security Interest and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in in, and title to to, the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person Person, other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in in, and title to to, the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which that has been obtained.

Title and Authority. The Each Grantor has good and valid rights in in, and title to to, the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Administrative Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties Party the Security Interest and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtainedobtained or the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

Title and Authority. The Each Grantor has good and valid rights in and in, or title to to, the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and good title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full corporate power and authority to grant to the Secured Parties Party the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, Agreement without the consent or approval of any other Person other than any consent or approval which that has been obtained.

Title and Authority. The Each Grantor has good and valid rights in in, and title to to, the Collateral with respect to which it has purported to grant a security interest hereunder Security Interest or Lien under the Security Documents and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest and/or Lien in such Collateral pursuant to the Security Documents and to execute, deliver and perform its obligations in accordance with the terms of this Agreementthe Security Documents, without the consent or approval of any other Person Person, other than any consent or approval which has been obtained.

Title and Authority. The Such Grantor has good and valid rights in and title to the its Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Administrative Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and in, or title to to, the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtainedobtained or the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full all necessary power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtainedobtained and is in full force and effect.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest the Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title (or right to use in the case of Intellectual Property) to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in in, and title to to, the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and has taken all necessary action, corporate or otherwise, to execute, deliver authorize the execution and perform delivery of this Agreement and the performance of its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person Person, other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which that it has purported to grant a security interest Security Interest in hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Such Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which that has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in the Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in the Collateral and title to the Collateral with respect to which it has purported to grant a security interest the Security Interests hereunder and has full power and authority to grant to the Administrative Agent, for the benefit of the Secured Parties Parties, the Security Interest Interests in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Guaranteed Obligations Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Guaranteed Obligations Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Such Grantor has (i) good and valid rights in and title to all tangible items owned by it and constituting any portion of the Collateral with respect to which it has purported to grant a the security interest hereunder interest, and good and valid rights in all other Collateral with respect to which it has purported to grant the security interest, and (ii) full power and authority to grant to the Secured Parties Administrative Agent the Security Interest security interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which that has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Trustee the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Such Grantor has good and valid rights in and good title to the its Collateral with respect to which it has purported to grant a security interest hereunder and has full corporate power and authority to grant to the Secured Parties Collateral Agent the Security Interest in its Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which that has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which that has been obtainedobtained and is in full force and effect.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder (except to the extent encumbered by Permitted Collateral Liens) and has full power and authority to grant to the Secured Parties Administrative Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid ------------------- rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Party the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties SGI the Security Interest and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties Party the Security Interest and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in in, and title to to, the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest security interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Security Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has or will have good and valid rights in and title to the Collateral with respect to which that it has purported to grant a security interest Security Interest in hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral Collateral, subject only to permitted Encumbrances, with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in ------------------- and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties the Security Interest and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which that has been obtainedobtained and is in full force and effect.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties each Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid --------------------- rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties the Security Interest and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtainedobtained or the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

Title and Authority. The Such Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties Bank the Security Interest in the Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Security Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder in all material respects and has full power and authority to grant to the Secured Parties Collateral Trustee the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in the Collateral and title to the Collateral with respect to which it has purported to grant a security interest the Security Interests hereunder and has full power and authority to grant to the Collateral Agent, for the benefit of the Notes Secured Parties Parties, the Security Interest Interests in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which that has been obtained.

Title and Authority. The Grantor has good and valid rights in in, and title to to, the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties Party the Security Interest and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder the Security Interest here-under and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Such Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of and without notice to or filing with, any other Person person other than any consent or approval which or notice or filing that has been obtainedobtained or given, as applicable.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Administrative Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Such Grantor has good and valid rights in and good title to the Collateral with respect to which shown on the schedules hereto as being owned by it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties Party the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations Secured Obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person Person, other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and good title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full corporate power and authority to grant to the Secured Parties Purchasers the Security Interest in the Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest the Security Interests hereunder and and, subject to the entry of the Financing Orders by the Bankruptcy Court, has full power and authority to grant to the Collateral Agent, for the benefit of the Secured Parties Creditors, the Security Interest Interests in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights -------------------- in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtainedobtained and is in full force and effect.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest the Security Interests hereunder and has full power and authority to grant to the Secured Parties Agent the Security Interest Interests in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and title to the Issuer Security Agreement Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Issuer Security Agreement Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which that has been obtainedobtained and is in full force and effect.

Title and Authority. The Grantor has good and valid rights in and title to the Guarantor Security Agreement Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Guarantor Security Agreement Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which that has been obtainedobtained and is in full force and effect.

Title and Authority. The Each Grantor has good and valid rights in and in, or title to to, the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.. 3.3

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtainedobtained or the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement).

Title and Authority. The Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Collateral Agent the Security Interest in the Collateral (to the extent of the Grantor's right, title and interest therein) pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which that has been obtainedobtained and is in full force and effect.

Title and Authority. The Each Grantor has good and valid rights in and title to the Collateral Collateral, subject only to Liens expressly permitted pursuant to the Credit Agreement, with respect to which it has purported to grant a security interest Security Interest hereunder and has full power and authority to grant to the Secured Parties Lender the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person person other than any consent or approval which has been obtained.

Title and Authority. The Grantor has good and valid rights in and good title to the Collateral with respect to which it has purported to grant a security interest hereunder and has full power and authority to grant to the Secured Parties Trustee the Security Interest in the Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

Title and Authority. The Each Grantor has good and valid rights in in, and title to to, the Collateral with respect to which it has purported to grant a security interest hereunder Security Interest or Lien under the Security Documents and has full power and authority to grant to the Secured Parties Notes Collateral Agent the Security Interest and/or Lien in such Collateral pursuant to the Security Documents and to execute, deliver and perform its obligations in accordance with the terms of this Agreementthe Security Documents, without the consent or approval of any other Person Person, other than any consent or approval which has been obtained.