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

Title, Authorization, Validity and Enforceability. Such Grantor has good and valid rights in or the power to transfer (and with respect to Intellectual Property rights, grant a security interest in) the 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 the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1.5 hereof, and has all requisite corporate, limited liability company, partnership or other power and authority (including, without limitation, all material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, that if not obtained, is not reasonably likely to result in a Material Adverse Effect) to grant to the Collateral 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 proper corporate, limited liability company, partnership or other power and authority, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). When UCC financing statements and other filings (including fixture filings and As-Extracted Collateral filings) have been filed in the appropriate offices against such Grantor in the filing offices set forth opposite such Grantor’s name on Schedule 5 hereto (as such schedule may be amended or supplemented from time to time), and filings have been made in the appropriate filing offices for Intellectual Property, the Collateral 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 4.1.5 hereof.

Title, Authorization, Validity and Enforceability. Such Each such Grantor has good and valid rights in or the power to transfer (and with respect to Intellectual Property intellectual property rights, grant a security interest in) the Pledged Collateral owned by it and title to the Pledged Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1.5 4.1.6 hereof, and has all requisite full corporate, limited liability companycompany or partnership, partnership or other as applicable, power and authority (including, without limitation, all material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, that if not obtained, is not reasonably likely to result in a Material Adverse Effect) to grant to the Collateral Administrative Agent the security interest in such Pledged Collateral pursuant hereto. The execution and delivery by each such Grantor of this Security Agreement have has been duly authorized by proper corporate, limited liability companycompany or partnership, partnership or other power and authorityas applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of each such Grantor and creates a valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, which is enforceable against each such Grantor in all Pledged Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. When UCC financing statements and other filings (including fixture filings and As-Extracted Collateral filings) have been filed in the appropriate offices against such each Grantor in the filing offices set forth opposite such Grantor’s name locations listed on Schedule 5 hereto (as such schedule may be amended or supplemented from time to time)Exhibit D, and filings have been filing made in the appropriate filing offices for Intellectual Propertyintellectual property, the Collateral Administrative Agent will have a fully perfected first priority security interest in the Pledged 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 4.1.5 4.1.6 hereof.

Title, Authorization, Validity and Enforceability. Such Grantor has good and valid rights in or the power to transfer (and with respect to Intellectual Property rights, grant a security interest in) the 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 the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1.5 hereof4.1.3, and has all requisite full corporate, limited liability companycompany or partnership, partnership or other as applicable, power and authority (including, without limitation, all material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, that if not obtained, is not reasonably likely to result in a Material Adverse Effect) to grant to the Collateral 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 proper corporate, limited liability companycompany or partnership, partnership or other power and authorityas applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. When UCC financing Financing statements and other filings (including fixture filings and As-Extracted Collateral filings) have been filed in the appropriate offices against such Grantor in the filing offices set forth opposite such Grantor’s name locations listed on Schedule 5 hereto (as such schedule may be amended or supplemented from time to time)Exhibit “D”, and filings have been made in the appropriate filing offices for Intellectual Property, the Collateral Agent will have has 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 UCCapplicable Uniform Commercial Code or PPSA, as applicable, subject only to Liens permitted under Section 4.1.5 hereofthe Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Collateral Agent under the Lender Documents to any Liens otherwise permitted under the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents (other than Permitted Priority Liens).

Title, Authorization, Validity and Enforceability. Such Subject to Section 3.10.10, such Grantor has good and valid rights in or the power to transfer (and with respect to Intellectual Property rights, grant a security interest in) the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest hereunderits respective Collateral, free and clear of all Liens except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1.5 hereof8.04 of the LC Credit Agreement, and has all requisite the corporate, unlimited liability company, limited liability companycompany or partnership, partnership or other as applicable, power and authority (including, without limitation, all material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, that if not obtained, is not reasonably likely to result in a Material Adverse Effect) to grant to the Collateral 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 proper corporate, unlimited liability company, limited liability company, limited partnership or other power and authoritypartnership, as applicable, proceedings or actions, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, 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, examinership, reorganization, moratorium, fraudulent conveyance, reorganization 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 (ii) general equitable principles (regardless of whether considered in such enforceability is a proceeding in equity or at law), (ii) as to the enforceability of provisions for indemnification and the limitations thereon arising as a matter of law or public policy, and (iii) in the case of each Grantor incorporated in England and Wales, is subject to Legal Reservations or the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by each Grantor incorporated in England and Wales in favor of the Secured Parties. When UCC financing statements and other filings (including fixture filings and As-Extracted Collateral filings) have been filed in the appropriate offices against such Grantor in the filing offices locations listed in Exhibit “E”, Agent shall have a perfected security interest (with the priority set forth opposite such Grantor’s name on Schedule 5 hereto (as such schedule may be amended or supplemented from time to time), and filings have been made in the appropriate filing offices for Intellectual Property, Intercreditor Agreement and subject only to Liens permitted by Section 8.04 of the Collateral Agent will have a fully perfected first priority security interest LC Credit Agreement) in the Collateral owned by of each Grantor to the extent such Grantor in which a security interest may can be perfected by the filing of a financing statement under the UCC, subject only to Liens permitted under Section 4.1.5 hereofCode.

Title, Authorization, Validity and Enforceability. Such Grantor has good and valid rights in or the power to transfer (and with respect to Intellectual Property rights, grant a security interest in) the 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 the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1.5 hereofPermitted Liens, and has all requisite full corporate, limited liability companycompany or partnership, partnership or other as applicable, power and authority (including, without limitation, all material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, that if not obtained, is not reasonably likely to result in a Material Adverse Effect) to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement and the performance by such Grantor of its obligations in accordance with the terms of this Agreement have been duly authorized by proper corporate, limited liability company, limited partnership or other power and authoritypartnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, receivership, moratorium, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. When UCC financing statements and other filings (including fixture filings and As-Extracted Collateral filings) have been filed in the appropriate offices against such Grantor in the filing offices set forth opposite such Grantor’s name on locations listed in Schedule 5 hereto (as such schedule may be amended or supplemented from time to time), and filings have been made in 6 of the appropriate filing offices for Intellectual PropertyPerfection Certificate, the Collateral Agent will have a fully legal, valid and perfected first priority security interest in Lien on the Collateral (other than, as to priority, in respect of Permitted Liens which are the subject of any of clauses (1), (3)-(8), (10) (regarding Indebtedness secured by a lien originally granted or existing pursuant to any First Priority Exception other than clause (10)), (11), (14), (16), (17), (20), and (25)-(33) of the definition thereof; collectively, the “First Priority Exceptions”) owned by such Grantor in which a security interest Lien may be perfected by the filing of a financing statement under the UCC, by the filing with the United States Patent and Trademark Office or United States Copyright Office and comparable offices in foreign jurisdictions or by the equivalent filings in foreign jurisdictions, subject to Permitted Liens. When any Pledged Collateral are delivered to the Collateral Agent, for the benefit of the Secured Parties, in accordance with this Agreement and a financing statement naming the Collateral Agent as the secured party and covering the Pledged Collateral is filed in the appropriate filing office, the Collateral Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected first priority lien (other than, as to priority, in respect of the First Priority Exceptions) upon and security interest in such Pledged Collateral under the UCC, subject only to Liens permitted under Section 4.1.5 hereofPermitted Liens, to the extent such perfection is governed by the UCC.

Title, Authorization, Validity and Enforceability. Such Grantor has good and valid rights in or the power to transfer (and with respect to Intellectual Property rights, grant a security interest in) the 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 the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1.5 hereof8.02 of the Indenture, and has all requisite full corporate, limited liability companycompany or partnership, partnership or other as applicable, power and authority (including, without limitation, all material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, that if not obtained, is not reasonably likely to result in a Material Adverse Effect) to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement and the performance by such Grantor of its obligations in accordance with the terms of this Agreement have been duly authorized by proper corporate, limited liability company, limited partnership or other power and authoritypartnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. When UCC financing statements and other filings (including fixture filings and As-Extracted Collateral filings) have been filed in the appropriate offices against such Grantor in the filing offices set forth opposite such Grantor’s name on locations listed in Schedule 5 hereto (as such schedule may be amended or supplemented from time to time), and filings have been made in 6 of the appropriate filing offices for Intellectual PropertyPerfection Certificate, the Collateral Agent will have a fully legal, valid and perfected first priority security interest in Lien on the Collateral owned by such Grantor in which a security interest Lien may be perfected by the filing of a financing statement under the UCC, by the filing with the United States Patent and Trademark Office or United States Copyright Office and comparable offices in foreign jurisdictions or by the equivalent filings in foreign jurisdictions, subject to Liens permitted under Section 8.02 of the Indenture. When any Pledged Collateral are delivered to the Collateral Agent, for the benefit of the Secured Parties, in accordance with this Agreement and a financing statement naming the Collateral Agent as the secured party and covering the Pledged Collateral is filed in the appropriate filing office, the Collateral Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected first priority lien upon and security interest in such Pledged Collateral under the UCC, subject only to Liens permitted under Section 4.1.5 hereof8.02 of the Indenture, to the extent such perfection is governed by the UCC.

Title, Authorization, Validity and Enforceability. Such Subject to Section 3.11.10, such Grantor has good and valid rights in or the power to transfer (and with respect to Intellectual Property rights, grant a security interest in) the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest hereunderits respective Collateral, free and clear of all Liens except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1.5 hereof8.04 of the LC Credit Agreement, and has all requisite the corporate, unlimited liability company, limited liability companycompany or partnership, partnership or other as applicable, power and authority (including, without limitation, all material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, that if not obtained, is not reasonably likely to result in a Material Adverse Effect) to grant to the Collateral 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 proper corporate, unlimited liability company, limited liability company, limited partnership or other power and authoritypartnership, as applicable, proceedings or actions, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except (a) as enforceability may be limited by (i) bankruptcy, insolvency, examinership, reorganization, moratorium, fraudulent conveyance, reorganization 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 (ii) general equitable principles (regardless of whether considered in such enforceability is a proceeding in equity or at law)) and (b) as to the enforceability of provisions for indemnification and the limitations thereon arising as a matter of law or public policy. When UCC financing statements and other filings (including fixture filings and As-Extracted Collateral filings) have been filed in the appropriate offices against such Grantor in the filing offices locations listed in Exhibit “E”, the Agent shall have a perfected security interest (with the priority set forth opposite such Grantor’s name on Schedule 5 hereto (as such schedule may be amended or supplemented from time to time), and filings have been made in the appropriate filing offices for Intellectual Property, Intercreditor Agreement and subject only to Liens permitted by Section 8.04 of the Collateral Agent will have a fully perfected first priority security interest LC Credit Agreement) in the Collateral owned by of each Grantor to the extent such Grantor in which a security interest may can be perfected by the filing of a financing statement under the UCCPPSA. Each Grantor confirms that value has been given by the Secured Parties to such Grantor, subject only that such Grantor has rights in, or the power to Liens permitted under Section 4.1.5 hereoftransfer rights in, its Collateral existing as of the date of this Security Agreement or the date of any Security Agreement Supplement, as applicable, and that such Grantor and the Agent have not agreed to postpone the time for attachment of any security interest created by this Security Agreement to any of the Collateral of such Grantor.

Title, Authorization, Validity and Enforceability. (A) Such Grantor Debtor has good and valid rights in or the power to transfer (and with respect to Intellectual Property rights, grant a security interest in) the 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 liens except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1.5 hereofPermitted Liens, and has all requisite corporate, limited liability company, partnership or other full power and authority (including, without limitation, all material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, that if not obtained, is not reasonably likely to result in a Material Adverse Effect) to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor Debtor of this Security Agreement have has been duly authorized by proper corporate, limited liability company, partnership corporate or other power and authority, proceedings and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor Debtor and creates a valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, which that is enforceable against such Grantor Debtor in all Collateral it now owns or owned and hereafter acquires, except as enforceability may be limited by acquired Collateral. (iB) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). When UCC financing statements and other filings (including fixture filings and As-Extracted Collateral filings) have been filed in the appropriate offices against such Grantor Debtor naming such Debtor as debtor and the Collateral Agent as secured party in the filing offices set forth opposite such Grantor’s name locations listed on Schedule 5 hereto (as such schedule may be amended or supplemented from time to time3.1(B), and the proper filings have been are made in with the appropriate filing offices for Intellectual PropertySTB, the Collateral Agent will have a fully perfected first priority security interest in the that 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 Permitted Liens. (C) When all Pledged Securities have been delivered to, and assuming the continued possession by, the Collateral Agent, for the benefit of Secured Parties, of the certificates evidencing all of the shares of Pledged Securities, together with stock powers or other instruments of transfer related thereto and executed in blank and assuming that neither the Collateral Agent nor any Secured Party has notice of any adverse claim to the Pledged Securities, the Collateral Agent will have the status of a “protected purchaser” for the benefit of the Secured Parties with respect to the Pledged Securities under (and as defined in) Section 4.1.5 hereof8-303(a) of the UCC; (D) Upon the crediting of any financial assets to a Securities Account that is the subject of a Control Agreement (as defined in the Security Agreement) that has been executed and delivered by the Debtor having an interest in such Securities Account, the securities intermediary identified therein and the Administrative Agent, as representative (as defined in Section 1-201(35) of the UCC) for the Collateral Agent for the benefit of the Secured Parties and the Lenders under the Credit Agreement (in such capacity, the “Control Collateral Sub-Agent”), the Control Collateral Sub-Agent for the benefit of the Secured Parties and the Lenders will have Control over such Securities Account and in the financial assets contained therein. No recordation or filing need be made, and no other action need be taken, in order to perfect the Control Collateral Sub-Agent’s security interest in such Securities Account or such financial assets; (E) Upon (1) the execution and delivery of each Control Agreement relating to any Deposit Account of any Debtor by such Debtor, the depositary identified therein and the Control Collateral Sub-Agent or (2) the establishment of a Deposit Account of any Debtor in the name of the Control Collateral Sub-Agent, the Control Collateral Sub-Agent for the benefit of the Secured Parties and the Lenders will have Control over such Deposit Account and all cash, checks, drafts, notes, bills of exchange, money orders and other like instruments held therein. No recordation or filing need be made, and no other action need be taken, in order to perfect the Control Collateral Sub-Agent’s security interest in such Deposit Accounts. (F) Upon the recordation or notation of the Collateral Agent’s security interest on the certificates of title or ownership in respect of any motor vehicles of any Debtor and the filing of financing statements delivered by such Debtor having an interest in such motor vehicles to the Collateral Agent with respect to such motor vehicles, the security interest of the Collateral Agent in such motor vehicles will be a valid and enforceable perfected security interest, which security interests will be superior to and prior to the rights of all third persons other than holders of Permitted Liens.

Title, Authorization, Validity and Enforceability. Such Grantor has good and valid title to or rights in or the power to transfer (and with respect to Intellectual Property rights, grant a security interest in) the Collateral owned by it and title material to the Collateral its business with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted under Section 4.1.5 4.1.6 hereof, and has all requisite corporate, limited liability company, partnership the corporate or other equivalent power and authority (includingto execute and deliver this Security Agreement, without limitation, all material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, that if not obtained, is not reasonably likely to result in a Material Adverse Effect) perform its obligations hereunder and to grant to the Collateral Agent Trustee the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement and the performance of its obligations hereunder have been duly authorized by proper corporate, partnership, limited partnership or limited liability company, partnership or other power and authoritycompany proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, which is enforceable against such Grantor in all Collateral it now owns or hereafter acquiresof such Grantor’s Collateral, in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyancereorganization, reorganization moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and (ii) subject to general equitable principles (of equity regardless of whether considered in a proceeding in equity or at law). When UCC appropriate financing statements designating such Grantor as “debtor” therein and other filings (including fixture filings and As-Extracted Collateral filings) Trustee as “secured party” therein have been properly completed and filed in the appropriate governmental offices against designated for such Grantor in Exhibit “E”, the filing offices set forth opposite Collateral Trustee will have a valid and perfected second priority or third priority (only with respect to Collateral as to which the Bank Group Representative has a second priority lien on such Collateral) security interest in such Grantor’s name on Schedule 5 hereto (as such schedule may be amended or supplemented from time to time), and filings have been made in the appropriate filing offices for Intellectual Property, the Collateral 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, in each case subject only to Liens permitted under Section 4.1.5 4.1.6 hereof.