Common use of After-Acquired Collateral Clause in Contracts

After-Acquired Collateral. (a) From and after the Issue Date and subject to the terms of the Notes Security Documents and the Intercreditor Agreements, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Document (excluding, for the avoidance of doubt, any Excluded Assets), it will execute and deliver such security instruments, financing statements and such certificates to the extent required by this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) to vest in the Notes Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in, such after-acquired collateral to the extent required by the Collateral and Guarantee Requirement or Section 10.09 and to take such actions to add such after-acquired collateral to the 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 collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateral.

After-Acquired Collateral. (a) From and after Upon the Issue Date and subject to the terms acquisition by any of the Notes Security Documents and the Intercreditor Agreements, if the Issuer or the Guarantors after the Acquisition Closing Date of any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Document assets (excluding, for the avoidance of doubt, any other than Excluded Assets), it will including, but not limited to, any real property that qualifies as Collateral or any equipment or fixtures which constitute accretions, additions or technological upgrades to the equipment or fixtures or any working capital assets that, in any such case, form part of the Collateral, the Issuer or such Guarantor shall execute and deliver (i) with regard to real property that qualifies as Collateral, the items described in Section 12.01(b)(1)-(4) below within 90 days of the date of acquisition of the applicable asset (or such security instrumentslater date as the Term Loan Collateral Agent may have agreed to under the New Term Loan Credit Agreement) and (ii) with regard to any other after-acquired property as are required under (and within the time frames set forth in) this Indenture or the Security Documents, any information, documentation, financing statements and such or other certificates to the extent required by this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) as may be necessary to vest in the Notes Collateral Agent a perfected Lien onsecurity interest, and/or security interest (with the priority required by this Indenture and the Security Documents, subject only to Permitted Liens) inLiens and certain other exceptions set forth in the Security Agreement, in such after-acquired collateral to the extent required by the Collateral and Guarantee Requirement or Section 10.09 property and to take such actions to add have such after-acquired collateral property added to the 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 collateral property to the same extent and with the same force and effect. Notwithstanding With respect to any fee interest in any Premises owned by the foregoingIssuer or a Guarantor on the Acquisition Closing Date or acquired by the Issuer or a Guarantor after the Acquisition Closing Date that forms a part of the Collateral (but specifically excluding Excluded Assets), an Opinion within 90 days of Counsel will not be required the Acquisition Closing Date or the date of acquisition, as applicable (or such later date as the Term Loan Collateral Agent may have agreed to under the New Term Loan Credit Agreement) (in connection with each case solely to the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest extent, and substantially in the Notes form, delivered to the Term Loan Collateral Agent a perfected security interest in such after-acquired collateral.Agent, but no greater scope):

After-Acquired Collateral. (a) From and after the Issue Date Date, and subject to certain limitations and exceptions set forth in the terms of the Notes Security Documents and the Intercreditor Agreementsin this Indenture, if the Issuer Issuers or any Guarantor acquires acquire any property or rights which are of a type constituting Collateral under any Notes Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to the Indenture or the Security Documents), it will be required to execute and deliver such security instruments, financing statements and such certificates to as are required under the extent required by this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) Document to vest in the Notes Collateral Agent (or prior to the repayment in full of the obligations under the Senior Credit Facilities, the Senior Credit Facilities Collateral Agent, as non-fiduciary bailee for the Collateral Agent) for the benefit of the Notes Secured Parties, a perfected Lien on, and/or security interest (subject only to Permitted Liens, including any pari passu liens that secure obligations in respect of any other first lien obligations) in, in such after-acquired collateral to the extent required by the Collateral and Guarantee Requirement or Section 10.09 and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all provisions of this the Indenture and the Notes Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion Opinions of Counsel will counsel may not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes applicable Collateral Agent a perfected security interest in such after-acquired collateralcollateral owned by such Guarantors.

After-Acquired Collateral. (a) From and after the Issue Date and subject to the terms of the Notes Security Documents and the Intercreditor AgreementsAgreement, if any, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Document (excluding, for the avoidance of doubt, any Excluded Assets)Property) and which are not automatically subject to the perfected Lien of the Notes Collateral Agent, it will will, at its sole cost and expense, execute and deliver such security instruments, financing statements and such certificates and Opinions of Counsel to the extent required by under this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) to vest in the Notes Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in, in such after-acquired collateral to the extent required by the Collateral and Guarantee Requirement or Section 10.09 and to take such actions to add such after-acquired collateral Collateral to the 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 collateral Collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion Opinions of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateralCollateral. Neither the Trustee nor the Notes Collateral Agent shall have any duty to monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the perfection of or take any actions to perfect the security interest in the Collateral.

After-Acquired Collateral. (a) From and after the Issue Date Effective Date, and subject to the terms of the Notes Security Documents certain limitations and the Intercreditor Agreementsexceptions, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to the Security Documents), it will be required to execute and deliver such security instruments, financing statements and such certificates to the extent and opinions of counsel as are required by under this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) Document to vest in the Notes Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in, in such after-acquired collateral to the extent required by the Collateral and Guarantee Requirement or Section 10.09 and to take such actions to add such after-acquired collateral to the CollateralCollateral including satisfying the Collateral Requirement with respect to such after-acquired 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 collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion opinions of Counsel counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateral.. With respect to any Collateral constituting Material Real Property acquired after the Effective Date, the Issuer shall cause the Collateral Requirement to be satisfied within 120 days of the acquisition of such Material Real Property. Table of Contents

After-Acquired Collateral. (a) From and after the Issue Date and subject to the terms of the Notes Security Documents and the Intercreditor AgreementsAgreement, if any, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Document (excluding, for the avoidance of doubt, any Excluded Assets)Property) and which are not automatically subject to the perfected Lien of the First Lien Collateral Agent, it will will, at its sole cost and expense, execute and deliver such security instruments, financing statements and such certificates and Opinions of Counsel to the extent required by under this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) to vest in the Notes First Lien Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in, in such after-acquired collateral to the extent required by the Collateral and Guarantee Requirement or Section 10.09 and to take such actions to add such after-acquired collateral Collateral to the 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 collateral Collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion Opinions of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes First Lien Collateral Agent a perfected security interest in such after-acquired collateralCollateral. Neither the Trustee nor the First Lien Collateral Agent shall have any duty to monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the perfection of or take any actions to perfect the security interest in the Collateral.

After-Acquired Collateral. (a) From and after the Issue Date and subject to the terms of the Notes Security Documents and the Intercreditor AgreementsDate, if (a) any Subsidiary becomes a Guarantor or (b) the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Collateral Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Notes Collateral Documents), it the Issuer or such Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates to the extent as are required by under this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) Collateral Document to vest in the Notes Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in, in such after-acquired collateral to (or all of its assets, except Excluded Assets, in the extent required by the Collateral and Guarantee Requirement or Section 10.09 case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral and satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Notes Security Collateral Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateral.

After-Acquired Collateral. (a) From and after the Issue Date Date, and subject to the terms of the Notes Security Documents certain limitations and the Intercreditor Agreementsexceptions, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to the Security Documents), it will be required to execute and deliver such security instruments, financing statements and such certificates to the extent and opinions of counsel as are required by under this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) Document to vest in the Notes Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in, in such after-acquired collateral to the extent required by the Collateral and Guarantee Requirement or Section 10.09 and to take such actions to add such after-acquired collateral to the CollateralCollateral including satisfying the Collateral Requirement with respect to such after-acquired 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 collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion opinions of Counsel counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateral. With respect to any Collateral constituting Material Real Property acquired after the Issue Date, the Issuer shall cause the Collateral Requirement to be satisfied within 120 days of the acquisition of such Material Real Property.

After-Acquired Collateral. (a) From a)From and after the Issue Date and subject to the terms of the Notes Security Documents and the Intercreditor AgreementsDate, if (a) any Subsidiary becomes a Guarantor or (b) the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Collateral Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Notes Collateral Documents), it the Issuer or such Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates to the extent as are required by under this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) Collateral Document to vest in the Notes Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in, in such after-acquired collateral to (or all of its assets, except Excluded Assets, in the extent required by the Collateral and Guarantee Requirement or Section 10.09 case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral and satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Notes Security Collateral Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateral.

After-Acquired Collateral. (a) From and after the Issue Date and subject to the terms of the Notes Security Documents and the Intercreditor AgreementsDate, if (a) any Subsidiary becomes a Guarantor or (b) the Issuer Company or any Subsidiary Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Collateral Document (excluding, for the avoidance of doubt, any Excluded AssetsCollateral or assets not required to be Collateral pursuant to this Indenture or the Collateral Documents), it the Company or such Subsidiary Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates to the extent as are required by under this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) Collateral Document to vest in the Notes Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens, including any pari passu liens that secure obligations in respect of any other Pari Obligations and prior liens that secure ABL Obligations with respect to ABL Priority Collateral) in, in such after-acquired collateral to (or all of its assets, except Excluded Collateral, in the extent required by the Collateral and Guarantee Requirement or Section 10.09 case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral and satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Notes Security Collateral Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateral.

After-Acquired Collateral. (a) From and after the Issue Date and subject to the terms of the Notes Security Documents and the Intercreditor AgreementsAgreement, if any, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Document (excluding, for the avoidance of doubt, any Excluded Assets)Property) and which are not automatically subject to the perfected Lien of the Second Lien Collateral Agent, it will will, at its sole cost and expense, execute and deliver such security instruments, financing statements and such certificates and Opinions of Counsel to the extent required by under this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) to vest in the Notes Second Lien Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in, in such after-acquired collateral to the extent required by the Collateral and Guarantee Requirement or Section 10.09 and to take such actions to add such after-acquired collateral Collateral to the 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 collateral Collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, an Opinion Opinions of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Second Lien Collateral Agent a perfected security interest in such after-acquired collateralCollateral. Neither the Trustee nor the Second Lien Collateral Agent shall have any duty to monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the perfection of or take any actions to perfect the security interest in the Collateral.

After-Acquired Collateral. (a) From and after the Issue Date and subject to the terms of the Notes Security Documents and the Intercreditor AgreementsDate, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Document (excluding, for the avoidance of doubt, any Excluded AssetsProperty or assets not required to be Collateral pursuant to this Indenture or the Security Documents), it will shall execute and deliver such security instruments, financing statements and such certificates to the extent as are required by under this Indenture or any Notes Security Documents (in each case, in accordance with the Intercreditor Agreements) Document to vest in the Notes Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in, in such after-acquired collateral to the extent required by the Collateral and Guarantee Requirement or Section 10.09 and to take such actions to add such after-acquired collateral to the 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 collateral to the same extent and with the same force and effect. Notwithstanding For the foregoingavoidance of doubt, an Opinion Opinions of Counsel will not be required in connection with the addition of new Subsidiary Guarantors or in connection with such Subsidiary Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateralcollateral owned by such Subsidiary Guarantors unless such Opinions of Counsel are required to be delivered to the Bank Collateral Agent with respect to the Credit Agreement Obligations, provided that, if any such Security Documents are to be executed by the Notes Collateral Agent, the Notes Collateral Agent shall be entitled to receive an Opinion of Counsel to the effect that all conditions precedent under this Indenture and the Security Documents to the execution of such Security Document have been complied with and that such Security Document is authorized or permitted by this Indenture.