Common use of After-Acquired Assets Clause in Contracts

After-Acquired Assets. (a) Promptly (i) transfer to WirelessCo any License held by the Borrower or any Restricted Subsidiary (other than WirelessCo) and (ii) at the option of the Borrower, either (A) transfer (I) to EquipmentCo any Personal Property Assets (other than Direct-Lien Assets) hereafter acquired by the Borrower or any Restricted Subsidiary and any such Personal Property Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary (in each case other than any such Personal Property Assets constituting Excluded Assets), (II) to RealtyCo any Real Estate Assets hereafter acquired by the Borrower or any Restricted Subsidiary and any Real Estate Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary (in each case other than any such Real Estate Assets constituting Excluded Assets) and (III) to the Borrower any Direct-Lien Assets hereafter acquired by the Borrower or any Restricted Subsidiary and any Direct-Lien Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary (in each case other than any Direct-Lien Assets constituting Excluded Assets) or (B) create on terms reasonably acceptable to the Administrative Agent a perfected first priority security interest (subject to any Liens permitted by subsection 6.3 (other than those referred to in the definition of the term "Excluded Assets")) in favor of the Trustees for the benefit of the Secured Parties in such Personal Property Assets, Real Estate Assets or Direct-Lien Assets. (b) Promptly create in favor of the Trustees for the benefit of the Secured Parties in accordance with the terms of the Security Documents a first priority perfected security interest (subject to any Liens permitted by subsection 6.3) in any Direct-Lien Assets of the Borrower or any Restricted Subsidiary (other than Excluded Assets) that are not subject to such a security interest, including with respect to Direct-Lien Assets that are acquired by the Borrower or any Restricted Subsidiary after the date hereof and Direct-Lien Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary. (c) Promptly create a mortgage on terms reasonably acceptable to the Administrative Agent in favor of the Trustees for the benefit of the holders of the Secured Obligations on any fee simple interests in real property having at the time of acquisition thereof a purchase price or fair market value greater than $15,000,000 (a "Mortgaged Property") of the Borrower or any Restricted Subsidiary (other than Excluded Assets) that are not so mortgaged, including Mortgaged Properties that are acquired by the Borrower or any Restricted Subsidiary after the date hereof and Mortgaged Properties of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary. (d) Promptly cause (i) all Capital Stock of any Restricted Subsidiary (including, without limitation, any Restricted Subsidiary which shall be acquired by the Borrower in accordance with the provisions of subsection 6.8(c) or (d) or any Unrestricted Subsidiary which shall hereafter become a Restricted Subsidiary) to become Additional Collateral under and pursuant to the Trust Agreement and (ii) each Restricted Subsidiary to execute and deliver an "Additional Guarantee" under and pursuant to the Trust Agreement. (e) Promptly execute, acknowledge and deliver any and all further documents, financing statements, agreements and instruments, and thereafter register, file or record or take further actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust), in each case at the Borrower's sole expense, that may be required under applicable law, or that the Requisite Lenders, the Administrative Agent or the Trustees may reasonably request, to effectuate the transactions contemplated by the Loan Documents and to grant, preserve, protect and perfect the validity and first priority of the Liens created or intended to be created by the Security Documents, including such Liens on the Mortgaged Properties, and the Direct-Lien Assets (other than Excluded Assets) and all the Capital Stock of each Restricted Subsidiary held by the Borrower or any other Subsidiary.

After-Acquired Assets. (a) Promptly (i) transfer to WirelessCo any License held by the Borrower or any Restricted Subsidiary (other than WirelessCo) and (ii) at the option of the Borrower, either (A) transfer (I) to EquipmentCo any Personal Property Assets (other than Direct-Lien Assets) hereafter acquired by the Borrower or any Restricted Subsidiary and any such Personal Property Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary (in each case other than any such Personal Property Assets constituting Excluded Assets), (II) to RealtyCo any Real Estate Assets hereafter acquired by the Borrower or any Restricted Subsidiary and any Real Estate Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary (in each case other than any such Real Estate Assets constituting Excluded Assets) and (III) to the Borrower any Direct-Lien Assets hereafter acquired by the Borrower or any Restricted Subsidiary and any Direct-Lien Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary (in each case other than any Direct-Lien Assets constituting Excluded Assets) or (B) create on terms reasonably acceptable to the Administrative Agent a perfected first priority security interest (subject to any Liens permitted by subsection 6.3 (other than those referred to in the definition of the term "Excluded Assets")) in favor of the Trustees for the benefit of the Secured Parties in such Personal Property Assets, Real Estate Assets or Direct-Lien Assets. (b) Promptly create in favor of the Trustees for the benefit of the Secured Parties in accordance with the terms of the Security Documents a first priority perfected security interest (subject to any Liens permitted by subsection 6.3) in any Direct-Lien Assets of the Borrower or any Restricted Subsidiary (other than Excluded Assets) that are not subject to such a security interest, including with respect to Direct-Lien Assets that are acquired by the Borrower or any Restricted Subsidiary after the date hereof and Direct-Lien Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary. (c) Promptly create a mortgage on terms reasonably acceptable to the Administrative Agent in favor of the Trustees for the benefit of the holders of the Secured Obligations on any fee simple interests in real property having at the time of acquisition thereof a purchase price or fair market value greater than $15,000,000 (a "Mortgaged Property") of the Borrower or any Restricted Subsidiary (other than Excluded Assets) that are not so mortgaged, including Mortgaged Properties that are acquired by the Borrower or any Restricted Subsidiary after the date hereof and Mortgaged Properties of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary. (d) Promptly cause (i) all Capital Stock of any Restricted Subsidiary held by the Borrower or any other Subsidiary (including, without limitation, any Restricted Subsidiary which shall be acquired by the Borrower in accordance with the provisions of subsection 6.8(c) or (d) or any Unrestricted Subsidiary which shall hereafter become a Restricted Subsidiary) to become Additional Collateral under and pursuant to the Trust Agreement and (ii) each Restricted Subsidiary to execute and deliver an "Additional Guarantee" under and pursuant to the Trust Agreement. (e) Promptly execute, acknowledge and deliver any and all further documents, financing statements, agreements and instruments, and thereafter register, file or record or take further actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust), in each case at the Borrower's sole expense, that may be required under applicable law, or that the Requisite Lenders, the Administrative Agent or the Trustees may reasonably request, to effectuate the transactions contemplated by the Loan Documents and to grant, preserve, protect and perfect the validity and first priority of the Liens created or intended to be created by the Security Documents, including such Liens on the Mortgaged Properties, and the Direct-Lien Assets (other than Excluded Assets) and all the Capital Stock of each Restricted Subsidiary held by the Borrower or any other Subsidiary.

After-Acquired Assets. (a) Promptly (i) transfer to WirelessCo any License held Upon the acquisition by the Borrower Company or any Restricted Subsidiary (other than WirelessCo) and (ii) at Guarantor after the option of the Borrower, either (A) transfer (I) to EquipmentCo any Personal Property Assets (other than Direct-Lien Assets) hereafter acquired by the Borrower or any Restricted Subsidiary and any such Personal Property Assets Issue Date of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary (in each case other than any such Personal Property Assets constituting Excluded Assets), (II) to RealtyCo any Real Estate Assets hereafter acquired by the Borrower or any Restricted Subsidiary and any Real Estate Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary (in each case other than any such Real Estate Assets constituting Excluded Assets) and (III) to the Borrower any Direct-Lien Assets hereafter acquired by the Borrower or any Restricted Subsidiary and any Direct-Lien Assets of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary (in each case other than any Direct-Lien Assets constituting Excluded Assets) or (B) create on terms reasonably acceptable to the Administrative Agent a perfected first priority security interest (subject to any Liens permitted by subsection 6.3 (other than those referred to in the definition of the term "Excluded Assets")) in favor of the Trustees for the benefit of the Secured Parties in such Personal Property Assets, Real Estate Assets or Direct-Lien Assets. (b) Promptly create in favor of the Trustees for the benefit of the Secured Parties in accordance with the terms of the Security Documents a first priority perfected security interest (subject to any Liens permitted by subsection 6.3) in any Direct-Lien Assets of the Borrower or any Restricted Subsidiary assets (other than Excluded Assets), the Company or such Subsidiary Guarantor shall execute and deliver with regard to any after-acquired property that qualifies as Collateral, as are required under (and within the time frames set forth in) that are not this Indenture or the Notes Security Documents and subject to such the First Lien Intercreditor Agreement, any information, documentation, financing statements or other certificates as may be necessary to vest in the Notes Collateral Agent for the Holders of the Notes a perfected security interest, including with respect the priority required by this Indenture and the Notes Security Documents, subject only to DirectPermitted Liens and certain other exceptions set forth in this Indenture and the Notes Security Documents relating to the Notes, in such after-Lien Assets that are acquired by property and to have such after-acquired property added to the Borrower Collateral, and thereupon all provisions of this Indenture and the Notes Security Documents relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. If the Company or any Restricted Subsidiary after Guarantor creates or perfects any additional security interest upon any property or assets to secure any First Lien Obligations, it must concurrently grant and perfect a security interest upon such property as security for the date hereof Notes. The Company and Direct-Lien Assets of any Person that becomes each Subsidiary Guarantor will also deliver security documents granting a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary. (c) Promptly create a mortgage on terms reasonably acceptable to the Administrative Agent lien in favor of the Trustees for Notes Collateral Agent on the benefit Equity Interests of first tier Foreign Subsidiaries to the extent the same has been delivered to the Credit Agreement Agent pursuant to the terms of the holders of Senior Credit Agreement on substantially the Secured Obligations on any fee simple interests in real property having at the time of acquisition thereof a purchase price or fair market value greater than $15,000,000 (a "Mortgaged Property") of the Borrower or any Restricted Subsidiary (other than Excluded Assets) that are not so mortgaged, including Mortgaged Properties that are acquired by the Borrower or any Restricted Subsidiary after the date hereof same terms and Mortgaged Properties of any Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Borrower or any Restricted Subsidiary. same priority (dsubject to applicable local law) Promptly cause (i) all Capital Stock of with respect to any Restricted Subsidiary (including, without limitation, any Restricted Subsidiary which shall be acquired by the Borrower in accordance with the provisions of subsection 6.8(c) or (d) or any Unrestricted Subsidiary which shall hereafter become a Restricted Subsidiary) to become Additional Collateral under and pursuant such security documents entered into prior to the Trust Agreement Issue Date, on the Issue Date or within 120 days thereafter and (ii) each Restricted Subsidiary with respect to execute and deliver an "Additional Guarantee" under and pursuant any such security documents entered into after the Issue Date, on the date the same has been delivered to the Trust AgreementCredit Agreement Agent. (e) Promptly execute, acknowledge and deliver any and all further documents, financing statements, agreements and instruments, and thereafter register, file or record or take further actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust), in each case at the Borrower's sole expense, that may be required under applicable law, or that the Requisite Lenders, the Administrative Agent or the Trustees may reasonably request, to effectuate the transactions contemplated by the Loan Documents and to grant, preserve, protect and perfect the validity and first priority of the Liens created or intended to be created by the Security Documents, including such Liens on the Mortgaged Properties, and the Direct-Lien Assets (other than Excluded Assets) and all the Capital Stock of each Restricted Subsidiary held by the Borrower or any other Subsidiary.