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

Title, Authorization, Validity and Enforceability. Such Debtor has good record and marketable title to the Collateral and none of the Collateral is subject to any Lien, except for Liens permitted under Section 5.1.6, and has full power and authority to grant to Secured Party the security interest in such Collateral pursuant hereto. The execution and delivery by such Debtor of this Security Agreement has been duly authorized by proper corporate, limited liability company, or partnership proceedings (as applicable), and this Security Agreement constitutes a legal, valid and binding obligation of such Debtor and creates a security interest which is enforceable against such Debtor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against such Debtor in the locations listed on Exhibit D, Secured Party 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 5.1.6.

Title, Authorization, Validity and Enforceability. Such The Debtor has good record and marketable valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and none clear of the Collateral is subject to any Lien, all Liens except for Liens permitted under Section 5.1.64.1.6, and has full power and authority to grant to the Secured Party the security interest in such Collateral pursuant hereto. The execution and delivery by such the Debtor of this Security Agreement has been duly authorized by proper corporate, limited liability company, corporate or partnership proceedings (as applicable)other proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such the Debtor and creates a security interest which is enforceable against such the Debtor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against such the Debtor in the locations listed on Exhibit DSchedule 1, the Secured Party 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 5.1.64.1.6.

Title, Authorization, Validity and Enforceability. Such Debtor has ------------------------------------------------- good record and marketable valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and none clear of the Collateral is subject to any Lien, all Liens except for Liens permitted under Section 5.1.64.1.6, and has full power and authority to grant to Secured Party the Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Debtor of this Security Agreement has been duly authorized by proper corporate, limited liability company, or partnership proceedings (as applicable)corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Debtor and creates a first priority security interest which is enforceable against such Debtor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against such Debtor in the locations listed on Exhibit D"F", Secured Party 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 Section 5.1.64.1.6.

Title, Authorization, Validity and Enforceability. Such Debtor has good record and marketable 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 none clear of the Collateral is subject to any Lien, all Liens except for Permitted Encumbrances and Liens expressly permitted under Section 5.1.64.1.6, and has have full power and authority to grant to Secured Party the security interest in such Collateral pursuant hereto. The execution and delivery by such the Debtor of this Security Agreement has been duly authorized by proper corporate, limited liability company, or partnership company proceedings (as applicable), and this Security Agreement constitutes a legal, valid and binding obligation of such Debtor and creates a security interest which is enforceable against such Debtor in all now owned and hereafter acquired Collateral. When a financing statements have statement has been filed in the appropriate offices against such Debtor in the locations listed on Exhibit Dcentral filing office of Debtor's jurisdiction of organization, 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 Section 5.1.64.1.6.

Title, Authorization, Validity and Enforceability. Such Each Debtor has good record and marketable valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and none clear of the Collateral is subject to any Lien, all Liens except for Liens permitted under Section 5.1.64.1.6, and has full power and authority to grant to Secured Party the security interest in such Collateral pursuant hereto. The execution and delivery by such each Debtor of this Security Agreement has been duly authorized by proper corporate, limited liability company, or partnership proceedings (as applicable)corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Debtor and creates a security interest which is enforceable against such Debtor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against such each Debtor in the locations listed on Exhibit DC, Secured Party 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 5.1.64.1.6.

Title, Authorization, Validity and Enforceability. Such Each Debtor has good record and marketable valid rights in and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and none clear of the Collateral is subject to any Lien, all Liens except for Liens permitted under Section 5.1.64.1.6, and has full power and authority to grant to Secured Party the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such each Debtor of this Security Agreement has been duly authorized by proper corporate, limited liability company, corporate or partnership proceedings (as applicable)other proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Debtor and creates a security interest which is enforceable against such Debtor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against such each Debtor in the locations listed on Exhibit DE, Secured Party the Administrative Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected solely by filing, subject only to Liens permitted under Section 5.1.64.1.6 and delivery of the Pledged Securities as required pursuant to Section 4.4.

Title, Authorization, Validity and Enforceability. Such Debtor Grantor has good record and marketable valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder, free and none clear of the Collateral is subject to any Lien, all Liens except for Liens permitted under Section 5.1.64.1(f), and has full power and authority to grant to Secured Party the security interest Security Interest in such Collateral pursuant hereto. The execution and delivery by such Debtor Grantor of this Security Agreement has been duly authorized by proper corporate, limited liability company, or partnership proceedings (as applicable)company proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Debtor Grantor and creates a security interest Security Interest which is enforceable against such Debtor Grantor in all now owned and hereafter acquired Collateral. When financing statements have been filed in the appropriate offices against such Debtor Grantor in the locations listed on Exhibit DB, Secured Party will have a fully perfected first priority security interest Security Interest in that Collateral in which a security interest Security Interest may be perfected by filing, subject only to Liens permitted under Section 5.1.64.1(f).