Common use of Execution and Delivery of the Security Documents Clause in Contracts

Execution and Delivery of the Security Documents. The Company and the Guarantor have (and had at the time of execution and delivery thereof, as applicable) all requisite power and authority to authorize, execute and deliver each Security Document to which it is or will be a party, perform its obligations thereunder and grant and reaffirm security interests pursuant to the applicable Security Documents. Each Security Document (excluding the Security Documents relating solely to the Post-Closing Perfection Actions (as defined below)) will have been duly authorized, executed and delivered by the Company or the Guarantor party thereto on or prior to the Closing Date (or at the time of execution and delivery thereof, as applicable), will conform in all material respects to the information in the General Disclosure Package and the description thereof contained in the Offering Memorandum and, assuming due authorization, execution and delivery thereof by the other parties thereto, will constitute a valid and legally binding obligation of the Company and the Guarantor, as applicable, in each case enforceable against the Company and the Guarantor, as applicable, in accordance with its terms, subject to the Enforceability Exceptions. Upon execution and delivery of the Collateral Agreement and the Pari Passu Intercreditor Agreement (or amendment or joinder thereto), the Securities shall be secured by a security interest in and lien on the Collateral which shall be pari passu with the liens securing obligations under the Senior Term Agreement and the liens securing the 2026 Secured Notes. Upon the execution and delivery of the ABL Intercreditor Agreement (or amendment or joinder thereto), the Securities shall be secured by (x) a security interest in and lien on the Non-ABL Priority Collateral that is senior to the security interest in and lien on such Non-ABL Priority Collateral of the ABL Secured Parties and (y) a security interest in and lien on the ABL Priority Collateral that is junior to the security interest in and lien on such ABL Priority Collateral of the ABL Secured Parties.

Execution and Delivery of the Security Documents. The Each of the Company and the Guarantor have Guarantors has (and had at the time of execution and delivery thereof, as applicable) all requisite power and authority to authorize, execute and deliver each Security Document to which it is or will be a party, perform its obligations thereunder and grant and reaffirm security interests pursuant to the applicable Security Documents. Each Security Document (excluding the Security Documents relating solely to the Post-Closing closing Perfection Actions (as defined below)Actions) will have been duly authorized, executed and delivered by the Company or the and each Guarantor party thereto on or prior to the Closing Date (or at the time of execution and delivery thereof, as applicable), ) and will conform in all material respects to the information in the General Disclosure Package and the description thereof contained in the Offering Memorandum and, assuming due authorization, execution and delivery thereof by the other parties thereto, will constitute constitutes a valid and legally binding obligation of the Company and the applicable Guarantor, as applicable, in each case enforceable against the Company and the Guarantor, as applicable, applicable Guarantor in accordance with its their respective terms, subject to the Enforceability Exceptionsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon execution and the delivery of the Designation Certificate (as defined below) to the Collateral Agent, the administrative agent under the Credit Agreement and the Trustee, (i) the obligations under the Indenture shall constitute Pari Passu Intercreditor Debt Obligations under the Guarantee and Collateral Agreement as defined therein and (or amendment or joinder thereto), ii) the Offered Securities shall be secured by a security interest in and lien on the Collateral which shall be pari passu with the liens securing obligations under the Credit Agreement, the Company’s 5.125% Senior Term Agreement Secured Notes due 2021 (the “2021 Secured Notes”) and the liens securing the 2026 Secured Notes. Upon the execution and delivery of the ABL Intercreditor Agreement (or amendment or joinder thereto), the Securities shall be secured by (x) a security interest in and lien on the Non-ABL Priority Collateral that is senior to the security interest in and lien on such Non-ABL Priority Collateral of the ABL Secured Parties and (y) a security interest in and lien on the ABL Priority Collateral that is junior to the security interest in and lien on such ABL Priority Collateral of the ABL Secured PartiesExisting Securities.

Execution and Delivery of the Security Documents. The Each of the Company and the Guarantor have Guarantors has (and had at the time of execution and delivery thereof, as applicable) all requisite power and authority to authorize, execute and deliver each Security Document to which it is or will be a party, perform its obligations thereunder and grant and reaffirm security interests pursuant to the applicable Security Documents. Each Security Document (excluding the Security Documents relating solely to the Post-Closing closing Perfection Actions (as defined below)Actions) will have been duly authorized, executed and delivered by the Company or the and each Guarantor party thereto on or prior to the Closing Date (or at the time of execution and delivery thereof, as applicable), ) and will conform in all material respects to the information in the General Disclosure Package and the description thereof contained in the Offering Memorandum and, assuming due authorization, execution and delivery thereof by the other parties thereto, will constitute constitutes a valid and legally binding obligation of the Company and the applicable Guarantor, as applicable, in each case enforceable against the Company and the Guarantor, as applicable, applicable Guarantor in accordance with its their respective terms, subject to the Enforceability Exceptionsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon execution and the delivery of the Designation Certificate (as defined below) to the Collateral Agent, the administrative agent under the Credit Agreement and the Trustee, (i) the obligations under the Indenture shall constitute Pari Passu Intercreditor Debt Obligations under the Guarantee and Collateral Agreement as defined therein and (or amendment or joinder thereto), ii) the Offered Securities shall be secured by a security interest in and lien on the Collateral which shall be pari passu with the liens securing obligations under the Senior Term Agreement Credit Agreement, the 2018 Secured Notes and the liens securing Company’s 5.125% Senior Secured Notes due 2021 (the 2026 “2021 Secured Notes. Upon the execution and delivery of the ABL Intercreditor Agreement (or amendment or joinder thereto”), the Securities shall be secured by (x) a security interest in and lien on the Non-ABL Priority Collateral that is senior to the security interest in and lien on such Non-ABL Priority Collateral of the ABL Secured Parties and (y) a security interest in and lien on the ABL Priority Collateral that is junior to the security interest in and lien on such ABL Priority Collateral of the ABL Secured Parties.

Execution and Delivery of the Security Documents. The Company and the Guarantor have Each Grantor has (and had at the time of execution and delivery thereof, as applicable) all requisite power and authority to authorize, execute and deliver each Security Document to which it is or will be a party, perform its obligations thereunder and grant and reaffirm security interests pursuant to the applicable Security Documents. Each Security Document (excluding the Security Documents relating solely to the Post-Closing Perfection Actions (as defined below)) will have been duly authorized, executed and delivered by the Company or the Guarantor each Grantor party thereto on or prior to the Closing Date (or at the time of execution and delivery thereof, as applicable), will conform in all material respects to the information in the General Disclosure Package and the description thereof contained in the Offering Memorandum and, assuming due authorization, execution and delivery thereof by the other parties thereto, will constitute a valid and legally binding obligation of the Company and the Guarantor, as applicableapplicable Grantor, in each case enforceable against the Company and the Guarantor, as applicable, applicable Grantor in accordance with its terms, subject to the Enforceability Exceptionsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon execution and delivery of the Collateral Agreement and the Pari Passu Intercreditor Agreement (or amendment or joinder thereto)Agreement, the Securities shall be secured by a security interest in and lien on the Collateral which shall be pari passu with the liens securing obligations under the Senior Term Agreement and the liens securing the 2026 Secured NotesAgreement. Upon the execution and delivery of the ABL Intercreditor Agreement (or amendment or joinder thereto)Agreement, the Securities shall be secured by (x) a security interest in and lien on the Non-ABL Priority Collateral that is senior to the security interest in and lien on such Non-ABL Priority Collateral of the ABL Secured Parties and (y) a security interest in and lien on the ABL Priority Collateral that is junior to the security interest in and lien on such ABL Priority Collateral of the ABL Secured Parties.