Common use of After-Acquired Collateral Clause in Contracts

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant to the Guarantee and Collateral Agreement, with respect to any property acquired after the date of this Indenture by the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. If: (a) Unless otherwise directed property (other than Excluded Assets) is acquired by an Act of Required Debtholders pursuant the Issuer or a Secured Guarantor that is intended to be subject to the Guarantee and Lien created by the Collateral Agreement, Documents relating to the Notes but is not so subject; (b) an Excluded Asset ceases to be an Excluded Asset; (c) a Subsidiary of the Issuer becomes a Secured Guarantor; or (d) any property of the Issuer or any Secured Guarantor becomes subject to a Lien with respect to any First Lien Obligations (or the Guarantees thereof) and is not already subject to the Lien created by the Collateral Documents relating to the Notes, then the Issuer or such Secured Guarantor will, as soon as practical after such property’s acquisition or such property acquired after no longer being an Excluded Asset or such Subsidiary becoming a Secured Guarantor or such property becoming subject to a Lien securing any First Lien Obligation (or the Guarantees thereof), as applicable, provide security over such property (or, in the case of a new Secured Guarantor, all of its assets that are not Excluded Assets) in favor of the Collateral Agent on a basis that would create a Lien on such terms, in each case, consistent with the Collateral Documents in effect at such time, and take such additional actions as are reasonable and appropriate or advisable to create and fully perfect in favor of the Secured Parties under the Collateral Documents relating to the Notes a valid and enforceable security interest in such Collateral (to the extent such perfection is required under the Collateral Documents), which shall be free of all other Liens except for Permitted Liens; provided that, with regard to Material Real Property, the Issuer and any Guarantor shall have 90 days (or such longer period as the Trustee may agree in its sole discretion) from the date of acquisition to execute and deliver the items described under Section 11.05 with respect to such real property and with respect to the pledge of equity interests in a Foreign Subsidiary, the Issuer and any Guarantor shall have 90 days or such longer period as the Trustee may agree in its sole discretion from the date of acquisition to provide, execute and deliver the items described in Section 11.05(b). Any security interest provided pursuant to this Indenture by the Company or any Grantor Section 11.04 (other than any property described with respect to assets specified in clauses (b)-(da) and (b) above that are automatically subject to a perfected security interest under the Collateral Documents relating to the Notes) shall be accompanied by such Opinions of this Section 4.15Counsel to the Issuer or the Subsidiary Guarantors addressed to the Trustee and the Collateral Agent as are reasonably requested by the Trustee or the Collateral Agent and customarily given by such counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction. In addition, if perfection is required by the Collateral Documents relating to the Notes (other than with respect to assets specified in (a) as and (b) above that are automatically subject to which a perfected security interest under the Collateral Documents related to the Notes), the Issuer shall deliver an Officer’s Certificate to the Trustee and the Collateral Agent upon reasonable request by the Trustee or the Collateral Agent, for certifying that the benefit of necessary measures have been taken to perfect the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. If: (a) Unless otherwise directed property (other than Excluded Assets) is acquired by an Act of Required Debtholders pursuant the Issuer or a Secured Guarantor that is intended to be subject to the Guarantee and Lien created by the Collateral Agreement, Documents relating to the Notes but is not so subject; (b) an Excluded Asset ceases to be an Excluded Asset; (c) a Subsidiary of the Company becomes a Secured Guarantor; or (d) any property of the Issuer or any Secured Guarantor becomes subject to a Lien with respect to any First Lien Obligations (or the Guarantees thereof) and is not already subject to the Lien created by the Collateral Documents relating to the Notes, then the Issuer or such Secured Guarantor will, as soon as practical after such property’s acquisition or such property acquired after no longer being an Excluded Asset or such Subsidiary becoming a Secured Guarantor or such property becoming subject to a Lien securing any First Lien Obligation (or the Guarantees thereof), as applicable, provide security over such property (or, in the case of a new Secured Guarantor, all of its assets that are not Excluded Assets) in favor of the Collateral Agent on a basis that would create a Lien on such terms, in each case, consistent with the Collateral Documents in effect at such time, and take such additional actions as are reasonable and appropriate or advisable to create and fully perfect in favor of the Secured Parties under the Collateral Documents relating to the Notes a valid and enforceable security interest in such Collateral (to the extent such perfection is required under the Collateral Documents), which shall be free of all other Liens except for Permitted Liens; provided that, with regard to Material Real Property, the Issuer and any Guarantor shall have 90 days (or such longer period as the Trustee may agree in its sole discretion) from the date of acquisition to execute and deliver the items described under Section 11.05 with respect to such real property and with respect to the pledge of equity interests in a Foreign Subsidiary, the Issuer and any Guarantor shall have 90 days or such longer period as the Trustee may agree in its sole discretion from the date of acquisition to provide, execute and deliver the items described in Section 11.05(b). Any security interest provided pursuant to this Indenture by the Company or any Grantor Section 11.04 (other than any property described with respect to assets specified in clauses (b)-(da) and (b) above that are automatically subject to a perfected security interest under the Collateral Documents relating to the Notes) shall be accompanied by such Opinions of this Section 4.15Counsel to the Issuer or the Subsidiary Guarantors addressed to the Trustee and the Collateral Agent as are reasonably requested by the Trustee or the Collateral Agent and customarily given by such counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction. In addition, if perfection is required by the Collateral Documents relating to the Notes (other than with respect to assets specified in (a) as and (b) above that are automatically subject to which a perfected security interest under the Collateral Documents related to the Notes), the Issuer shall deliver an Officer’s Certificate to the Trustee and the Collateral Agent upon reasonable request by the Trustee or the Collateral Agent, for certifying that the benefit of necessary measures have been taken to perfect the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. If: (a) Unless otherwise directed property (other than Excluded Assets) is acquired by an Act of Required Debtholders pursuant the Issuer or a Secured Guarantor that is intended to be subject to the Guarantee and Lien created by the Collateral Agreement, Documents relating to the Notes but is not so subject; (b) an Excluded Asset ceases to be an Excluded Asset; (c) a Subsidiary of the Company becomes a Secured Guarantor; or (d) any property of the Issuer or any Secured Guarantor becomes subject to a Lien with respect to any First Lien Obligations (or the Guarantees thereof) and is not already subject to the Lien created by the Collateral Documents relating to the Notes, then the Issuer or such Secured Guarantor will, as soon as practical after such property’s acquisition or such property acquired after no longer being an Excluded Asset or such Subsidiary becoming a Secured Guarantor or such property becoming subject to a Lien securing any First Lien Obligation (or the Guarantees thereof), as applicable, provide security over such property (or, in the case of a new Secured Guarantor, all of its assets that are not Excluded Assets) in favor of the Collateral Agent on a basis that would create a Lien on such terms, in each case, consistent with the Collateral Documents in effect at such time, and take such additional actions as are reasonable and appropriate or advisable to create and fully perfect in favor of the Secured Parties under the Collateral Documents relating to the Notes a valid and enforceable security interest in such Collateral (to the extent such perfection is required under the Collateral Documents), which shall be free of all other Liens except for Permitted Liens; provided that, with regard to Material Real Property, the Issuer and any Guarantor shall have 90 days (or such longer period as the Trustee may agree in its sole discretion) from the date of acquisition to execute and deliver the items described under Section 11.05 with respect to such real property and with respect to the pledge of equity interests in a Foreign Subsidiary, the Issuer and any Guarantor shall have 90 days or such longer period as the Trustee may agree in its sole discretion from the date of acquisition to provide, execute and deliver the items described in Section 11.05 (b). Any security interest provided pursuant to this Indenture by the Company or any Grantor Section 11.04 (other than any property described with respect to assets specified in clauses (b)-(da) and (b) above that are automatically subject to a perfected security interest under the Collateral Documents relating to the Notes) shall be accompanied by such Opinions of this Section 4.15Counsel to the Issuer or the Subsidiary Guarantors addressed to the Trustee and the Collateral Agent as are reasonably requested by the Trustee or the Collateral Agent and customarily given by such counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction. In addition, if perfection is required by the Collateral Documents relating to the Notes (other than with respect to assets specified in (a) as and (b) above that are automatically subject to which a perfected security interest under the Collateral Documents related to the Notes), the Issuer shall deliver an Officer’s Certificate to the Trustee and the Collateral Agent upon reasonable request by the Trustee or the Collateral Agent, for certifying that the benefit of necessary measures have been taken to perfect the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. (a) Unless otherwise directed If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an Act of Required Debtholders pursuant entity at the time it becomes a Guarantor (in each case other than (x) assets constituting Second Lien Collateral under a Second Lien Collateral Document that become subject to the Guarantee Lien of such Second Lien Collateral Document upon acquisition thereof, (y) Excluded Property or Excluded Securities and Collateral Agreement(z) assets of any Issuer or Guarantor organized outside the Xxxxxx Xxxxxx, Xxxxxxxxxx, xxx Xxxxxx Xxxxxxx, Xxxxxxx or the Netherlands for so long as, and to the extent with respect to any property acquired after the date of this Indenture clause (y), excluded by the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agent, for the benefit reason of the Secured Partiesfinal paragraph of the definition of the term “Collateral and Guarantee Requirement”), does not have a perfected Liensuch Issuer or Guarantor, as applicable, will (i) notify the Company Second Lien Collateral Agent of such acquisition or ownership and each applicable Grantor shall promptly: (1ii) execute and deliver subject (where applicable) to the Collateral Agent such amendments to the Agreed Guarantee and Collateral Agreement or Security Principles, cause such other documents asset to be subjected to a Lien (subject to any Permitted Liens) securing the Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, all such actions as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may shall be reasonably requested by the Collateral AgentAgent to cause the Collateral and Guarantee Requirement to be satisfied with respect to such asset, including actions described in Section 4.19. (b) With If any Restricted Subsidiary becomes a Guarantor after the Issue Date, then the Issuers and the Guarantors shall cause the Collateral and Guarantee Requirement to be satisfied with respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company Restricted Subsidiary and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any other real property for which an ALTA survey was obtained when such property was acquired) Issuer or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentGuarantor. (c) With respect Notwithstanding anything to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of contrary set forth in this Indenture by the Company or any Guarantor (whichother Note Document, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases Second Lien Collateral Documents to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days entered into on the Issue Date shall consist solely of the creation or acquisition thereof Issue Date Security Documents. Within 15 days following the Company Issue Date, the applicable Issuers and each applicable Guarantor shall: (1) execute and deliver Guarantors shall enter into the Luxembourg Law Initial Security Documents. Subject, where applicable, to the Collateral Agent such amendments to the Agreed Guarantee and Collateral Agreement as Security Principles, the Collateral Agent deems necessary or advisable to grant to Issuers and the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to Guarantors shall take such actions necessary or advisable as shall be reasonably requested by the Second Lien Collateral Agent to grant cause the assets (to the extent owned thereby on the Issue Date and other than (x) assets constituting Second Lien Collateral Agent under a Second Lien Collateral Document in effect, (y) assets constituting Excluded Property or Excluded Securities and (z) assets of any Issuer or Guarantor organized outside the United States or Luxembourg for so long as, and to the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement extent with respect to such new Subsidiarythis clause (z), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required excluded by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary reason of the type described in clause (d) final paragraph of the definition of Excluded Subsidiarythe term “Collateral and Guarantee Requirement”) created or acquired of the Issuers and the Guarantors (to the extent constituting such on the Issue Date) to be subjected to a Lien (subject to any Permitted Liens) securing the Second Priority Notes Obligations and the Collateral and Guarantee Requirement to be satisfied (as if each Guarantor were a Person that became a Guarantor after the Issue Date) in each case within 90 days following the Issue Date (or such later date of this Indenture as the Second Lien Collateral Agent may agree in its sole discretion; provided that the Second Lien Collateral Agent shall agree to a reasonably selected later date if the Issuer shall have delivered to the Second Lien Collateral Agent an Officers’ Certificate certifying that such actions cannot be reasonably completed with commercially reasonable efforts due to factors caused by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, COVID-19 virus (it being acknowledged and agreed that the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Second Lien Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory entitled to the Collateral Agentrely conclusively upon such Officers’ Certificate without any independent verification thereof)).

After-Acquired Collateral. Upon the acquisition by any of the Issuer or the Guarantors after the Acquisition Closing Date of any assets (a) Unless otherwise directed by an Act of Required Debtholders pursuant other than Excluded Assets), 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 Guarantee 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 Collateral Agreementdeliver (i) with regard to real property that qualifies as Collateral, with respect to any property acquired after 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 later 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 or other certificates as may be necessary to vest in the Notes Collateral Agent a perfected security interest, with the priority required by this Indenture and the Company or any Grantor (Security Documents, subject only to Permitted Liens and certain other than any exceptions set forth in the Security Agreement, in such after-acquired property described in clauses (b)-(d) and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Section 4.15) as to which Indenture and the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver Security Documents relating to the Collateral Agent shall be deemed to relate to such amendments after-acquired property to the Guarantee same extent and Collateral Agreement or such other documents as with the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee same force and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) effect. With respect to any fee interest in any real property having Premises owned by the Issuer or a value 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 (together with improvements thereof) but specifically excluding Excluded Assets), within 90 days of at least $5,000,000 acquired after the Acquisition Closing Date or the date of this Indenture by acquisition, as applicable (or such later date as the Company or any Guarantor Term Loan Collateral Agent may have agreed to under the New Term Loan Credit Agreement) (other than any such real property subject in each case solely to a Permitted Lien which precludes the granting of a Mortgage thereon)extent, within 60 days after and substantially in the creation or acquisition thereofform, unless otherwise directed by an Act of Required Debtholdersdelivered to the Term Loan Collateral Agent, the Company and each applicable Guarantor shall:but no greater scope): (1) execute the Issuer or such Guarantor shall deliver to the Notes Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee and deliver the Holders, fully executed counterparts of mortgages, debentures, deeds of trust, deeds to secure debt or other similar security instruments (each, a first “Mortgage”) in accordance with the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by the Issuer or such Guarantor, and otherwise in form for recording in the recording office of each applicable political subdivision where the Premises to be encumbered thereby is situated, together with such certificates, affidavits, questionnaires or returns as shall be reasonably required in connection with the recording or filing thereof and evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any fixture filings, as may be necessary to create a valid, perfected Lien, with the priority required by this Indenture and the Security Documents, subject to Permitted Liens, against the Premises purported to be covered thereby; provided, however, to the extent any such Mortgage is to be filed in a jurisdiction that charges mortgage, intangibles or where appropriate under similar taxes in connection with the circumstancesrecording thereof, an amendment the amount to an existing Mortgage, in each case be secured by such Mortgage shall not be more than the Issuer’s reasonable estimate of the fair market value of such property; (2) the Notes Collateral Agent shall have received mortgagee’s title insurance policies (or a binding pro forma title insurance policy or marked-up unconditional binder of title insurance) in favor of the Notes Collateral Agent, for and its successors and/or assigns, in the benefit of form necessary, with respect to the Secured Parties, covering such real property, (2) if requested Premises purported to be covered by the Collateral Agentapplicable Mortgages, provide which shall insure that the Secured Parties Mortgages constitute a valid Lien on the applicable Premises, with (A) either (i) the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and encumbrances, other than Permitted Liens. All such title insurance covering such real property policies shall be in an amount at least amounts equal to the purchase price estimated fair market value of the Premises covered thereby as reasonably estimated by the Issuer or any Guarantor, and such real property (or policies shall also include, to the extent available, all such other amount endorsements as shall be reasonably specified by the Collateral Agent) required in form transactions of similar size and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (purpose to the extent obtainable using available at commercially reasonable efforts), each rates and shall be accompanied by evidence of the foregoing payment in form full by the Issuer or the applicable Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made) and substance reasonably satisfactory to the Collateral Agent; andthat all charges for mortgage recording taxes, filing and recording fees and all related expenses, if any, have been paid; (3) if requested by the Collateral Agent, deliver to the Term Loan Collateral Agent legal opinions relating under the New Term Loan Credit Agreement, the Notes Collateral Agent shall have received, and the title insurance company issuing the policy referred to the matters described in clauses (1) and clause (2) aboveabove (the “Title Insurance Company”) shall have received an ALTA survey or other survey of the sites of the Premises in a manner customary for the type of real property subject to such survey, which opinions shall be in form and substance, and from counsel, dated as of a date that is reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Title Insurance Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance independent professional licensed land surveyor reasonably satisfactory to the Collateral AgentTitle Insurance Company or, in lieu thereof, existing surveys, together with appropriate insertions any affidavits or certificates required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the applicable title insurance policy and attachments, issue customary survey-dependent endorsements to the applicable title insurance policy; and (4) if requested by the Collateral Agent, Issuer or the Guarantors shall deliver to the Notes Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentcustomary local counsel opinions. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. (a) Unless otherwise directed by an Act From and after the Issue Date, if (a) any Subsidiary becomes a Guarantor or (b) the Issuer or any Guarantor acquires any property or rights which are of Required Debtholders a type constituting Collateral under any Notes Collateral Document (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral pursuant to this Indenture or the Guarantee Notes Collateral Documents), the Issuer or such Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral AgreementDocument to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, with except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the Collateral and satisfy the Collateral Requirement in respect to any property acquired after the date thereof, and thereupon all provisions of this Indenture by and the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Notes Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver Documents relating to the Collateral Agent shall be deemed to relate to such amendments after-acquired collateral to the Guarantee same extent and Collateral Agreement or such other documents as with the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee same force and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agenteffect. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) Notwithstanding the foregoing, opinions of at least $5,000,000 acquired counsel will not be required after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent Issue Date in connection with such Mortgage any additional Guarantors entering into the Notes Collateral Documents or Mortgage amendment (to vest in the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Notes Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is after-acquired collateral owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentGuarantors. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. (a) Unless otherwise directed If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an Act of Required Debtholders pursuant entity at the time it becomes a Guarantor (in each case other than (x) assets constituting First Lien Collateral under a First Lien Collateral Document that become subject to the Lien of such First Lien Collateral Document upon acquisition thereof, (y) assets constituting Excluded Property or Excluded Securities and (z) assets of any Issuer or Guarantor organized outside the United States or Luxembourg for so long as, and to the extent with respect to this clause (z), excluded by reason of the final paragraph of the definition of the term “Collateral and Guarantee Requirement”), such Issuer or Guarantor, as applicable, will (i) notify the First Lien Collateral Agent of such acquisition or ownership and (ii) subject (where applicable) to the Agreed Guarantee and Security Principles, cause such asset to be subjected to a Lien (subject to any Permitted Liens) securing the First Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, such actions as shall be required to cause the Collateral Agreementand Guarantee Requirement to be satisfied with respect to such asset, including actions described in Section 4.19. (b) If any Restricted Subsidiary becomes a Guarantor after the Issue Date, then the Issuers and the Guarantors shall cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary and with respect to any property acquired after Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Issuer or Guarantor. (c) Notwithstanding anything to the date of contrary set forth in this Indenture by the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as Note Document, the First Lien Collateral Documents to which be entered into on the Collateral Agent, for the benefit Issue Date shall consist solely of the Secured PartiesIssue Date Security Documents. Subject, does not have a perfected Lienwhere applicable, to the Agreed Guaranty and Security Principles, the Company Issuers and each applicable Grantor the Guarantors shall promptly: (1) execute and deliver to the Collateral Agent take such amendments to the Guarantee and Collateral Agreement or such other documents actions as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may shall be reasonably requested by the First Lien Collateral Agent. (b) With respect Agent to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after cause the date of this Indenture by the Company or any Guarantor assets (other than (x) assets constituting First Lien Collateral under a First Lien Collateral Document in effect, (y) assets constituting Excluded Property or Excluded Securities and (z) assets of any Issuer or Guarantor organized outside the United States or Luxembourg for so long as, and to the extent with respect to this clause (z), excluded by reason of the final paragraph of the definition of the term “Collateral and Guarantee Requirement”) of the Issuers and the Guarantors (to the extent constituting such real property on the Issue Date) to be subjected to a Lien (subject to any Permitted Liens) securing the First Priority Notes Obligations and the Collateral and Guarantee Requirement to be satisfied (as if each Guarantor were a Permitted Lien which precludes the granting of Person that became a Mortgage thereon), within 60 days Guarantor after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing MortgageIssue Date), in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal with respect to all material assets of the purchase price of such real property Issuer and the Guarantors (or such other amount as it being acknowledged and agreed that the First Lien Collateral Agent shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory entitled to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only rely on an Officers' Certificate with respect to any power plant or determination of whether any other real property for which an ALTA survey was obtained when assets constitute material assets and not be responsible to independently verify such property was acquireddetermination) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using owned thereby on the Issue Date) within 30 days following the Issue Date (or such later date as the First Lien Collateral Agent may agree in its sole discretion; provided that the First Lien Collateral Agent shall agree to a reasonably selected later date if the Issuer shall have delivered to the First Lien Collateral Agent an Officers’ Certificate certifying that such actions cannot be reasonably completed with commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory efforts due to the Collateral Agent; and (3) if requested factors caused by the Collateral Agent, deliver to COVID-19 virus (it being acknowledged and agreed that the First Lien Collateral Agent legal opinions relating shall be entitled to the matters described in clauses (1rely conclusively upon such Officers’ Certificate without any independent verification thereof)) and (2ii) above, which opinions with respect to all other assets of the Issuer and the Guarantors (it being acknowledged and agreed that the First Lien Collateral Agent shall be in form and substance, and from counsel, reasonably satisfactory entitled to the Collateral Agent. (c) With rely on an Officers' Certificate with respect to any new Subsidiary determination of whether any assets constitute material assets and not be responsible to independently verify such determination) (other than to the extent owned thereby on the Issue Date) within 75 days following the Issue Date (or such later date as the First Lien Collateral Agent may agree in its sole discretion; provided that the First Lien Collateral Agent shall agree to a reasonably selected later date if the Issuer shall have delivered to the First Lien Collateral Agent an Excluded Subsidiary) created or acquired after the date of this Indenture Officers’ Certificate certifying that such actions cannot be reasonably completed with commercially reasonable efforts due to factors caused by the Company or COVID-19 virus (it being acknowledged and agreed that the First Lien Collateral Agent shall be entitled to rely conclusively upon such Officers’ Certificate without any independent verification thereof)); provided that the Issuers and Guarantor shall use commercially reasonable efforts to cause the actions described in this clause (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases ii) to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, taken within 60 30 days of following the creation Issue Date (or acquisition thereof such later date as the Company and each applicable Guarantor shall: (1) execute and deliver First Lien Collateral Agent may agree in its sole discretion; provided that the First Lien Collateral Agent shall agree to a reasonably selected later date if the Issuer shall have delivered to the First Lien Collateral Agent an Officers’ Certificate certifying that such amendments actions cannot be reasonably completed with commercially reasonable efforts due to factors caused by the Guarantee COVID-19 virus (it being acknowledged and Collateral Agreement as agreed that the First Lien Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory entitled to the Collateral Agentrely conclusively upon such Officers’ Certificate without any independent verification thereof)). (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant From and after the Issue Date and subject to the Guarantee terms of the Notes Security Documents and Collateral Agreementthe Intercreditor Agreements, with respect to 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 after collateral to the date 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 by and the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver Notes Security Documents relating to the Collateral Agent shall be deemed to relate to such amendments after-acquired collateral to the Guarantee same extent and Collateral Agreement 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 other documents as Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agentafter-acquired collateral. (b) With respect Upon the receipt by the Notes Collateral Agent of a written request of the Issuer signed by an Officer, the Notes Collateral Agent shall be authorized to execute and enter into, and shall execute and enter into, without the further consent of any fee interest in Holder or the Trustee, any real property having a value (together with improvements thereof) of at least $5,000,000 acquired Notes Security Document to be executed after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either Issue Date. Such written request shall (i) title insurance covering instruct the Notes Collateral Agent to execute and enter into such real property in an amount at least equal Notes Security Document and the Notes Collateral Agent shall (without any obligation to review or negotiate the purchase price terms of such real property (or Notes Security Document) sign any such other amount as shall be reasonably specified by the Collateral Agent) in form Notes Security Document and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding state that such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentNotes Security Documents is permitted under this Indenture. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after Any such execution of a Notes Security Document shall be at the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days direction and expense of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver Issuer, upon delivery to the Notes Collateral Agent such amendments of an Officer’s Certificate stating that all conditions precedent to the Guarantee execution and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit delivery of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentNotes Security Document have been satisfied. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of Notwithstanding the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantorforegoing, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary Notes Collateral Agent be required to be so pledged), (2) execute and enter into any such Notes Security Document if commercially reasonable, deliver to the Notes Collateral Agent the certificates representing determines in its reasonable discretion that such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Notes Security Document is reasonably likely to adversely affect any of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Notes Collateral Agent’s security interest thereinrights, andbenefits, immunities, privileges or indemnities hereunder, require the Notes Collateral Agent to expend or risk its own funds or cause the Notes Collateral Agent to incur any loss, liability or expense. (3e) if requested by The Trustee and the Collateral Agent, deliver to the Notes Collateral Agent legal opinions relating shall have no obligation to monitor the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to acquisition of additional property or rights that constitute Collateral or the Collateral Agentperfection of any security interests therein.

After-Acquired Collateral. Borrower shall promptly notify Lender in writing if, after the Closing Date, any Obligor obtains any interest in any Collateral consisting of (ai) Unless otherwise directed by Deposit Accounts (other than Excluded Accounts), or (ii) Chattel Paper, Commercial Tort Claims, Documents, Instruments, Intellectual Property, Investment Property or Letter-of-Credit Rights (other than those that do not, together with all other Chattel Paper, Commercial Tort Claims, Documents, Instruments, Intellectual Property, Investment Property and Letter-of-Credit Rights in which Obligors have obtained an Act interest after the Closing Date, have an aggregate fair market value in excess of Required Debtholders pursuant $50,000), and, upon Lender’s request, shall promptly take such actions as Lender deems necessary to effect Lender’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement (for the Guarantee and Collateral Agreementavoidance of doubt, except with respect to any property acquired after the date of this Indenture by the Company Excluded Accounts) or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral AgentLien Waiver/Access Agreement, for the benefit of the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments extent required hereunder. If Borrower acquires any real estate hereafter, Borrower shall, within 30 days, execute, deliver and record a mortgage, deed of trust or security deed (as applicable) in form and substance satisfactory to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable Lender that is sufficient to grant to the Collateral Agent, for the benefit of the Secured Parties, create a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest Lien in favor of Lender on such propertyreal estate, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be shall deliver all other documentation reasonably requested by the Collateral Agent. Lender in connection therewith (b) With respect to any fee interest in any real property having a value (together with improvements thereof) including title insurance policies, surveys, flood insurance documentation, environmental assessments and indemnity agreements, assignments of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereonleases, consents, releases and third party agreements), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentLender. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant to the Guarantee and Collateral Agreement, with With respect to any property acquired after the date of this Indenture Funding Date by the Company Borrower or any Grantor Guarantor (other than (x) property constituting an “Excluded Asset” under (and as defined in) the Pledge and Security Agreement and (y) any property described in clauses (b)-(d) of this Section 4.155.9) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company Borrower and each applicable Grantor Guarantor shall promptly: (1i) execute and deliver to the Collateral Agent such amendments to the Guarantee Pledge and Collateral Security Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such propertyproperty (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Pledge and Collateral Security Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a fair market value (together with improvements thereof) of at least $5,000,000 25,000,000 acquired after the date of this Indenture Agreement by the Company Borrower or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed thereof (as such date may be extended by an Act of Required Debtholdersthe Administrative Agent), the Company and each Borrower or the applicable Guarantor shall: (1i) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing MortgageMortgage (subject to Permitted Liens), in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2ii) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and; (3iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1i) and (2ii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; and (iv) a completed life-of-loan FEMA Standard Flood Hazard Determination, and, if the area in which any improvements located on the Mortgaged Property is designated a special flood hazard area in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), a signed notice by the Borrower and the applicable Loan Party, and evidence reasonably satisfactory to the Collateral Agent of the insurance required pursuant to Section 5.4(b) hereof. (c) With respect to any new Wholly-Owned Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture Agreement by the Company Borrower or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Wholly-Owned Domestic Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof (as such date may be extended by the Company Administrative Agent), the Borrower and each applicable Guarantor shall: (1i) execute and deliver to the Collateral Agent such amendments to the Guarantee Pledge and Collateral Security Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Wholly-Owned Domestic Subsidiary that is owned by the Company Borrower or any GuarantorGuarantor (subject to Permitted Liens), (2ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or the relevant Guarantor, (3iii) cause such new Wholly-Owned Domestic Subsidiary (A) to become a party to the Guarantee Pledge and Collateral Security Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee Pledge and Collateral Security Agreement with respect to such new SubsidiaryWholly-Owned Domestic Subsidiary (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Pledge and Collateral Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Wholly-Owned Domestic Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new direct Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture Funding Date by the Company Borrower or any Guarantor, unless otherwise directed by an Act the Borrower or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1i) execute and deliver to the Collateral Agent such amendments to the Guarantee Pledge and Collateral Security Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary that is owned by the Company Borrower or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (2ii) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. (a) Unless otherwise directed From the date of this Indenture, if property is acquired by an Act of Required Debtholders pursuant any Issuer or Guarantor that is not automatically subject to a perfected security interest (but only to the Guarantee extent perfection of the security interest in such property would be required by the terms of the Security Documents in effect on the date of this Indenture) under the Security Documents or a Restricted Subsidiary (including a newly created or newly acquired Subsidiary) becomes a Guarantor (such property referred to hereinafter as “After-Acquired Collateral”), then such Issuer or Guarantor will, as soon as reasonably practical and in any event within 60 days after such property’s acquisition or it no longer being an Excluded Asset or such person becoming a Guarantor, grant Liens on such property (or, in the case of a new Guarantor, all of its assets except Excluded Assets) in favor of the Collateral AgreementTrustee (and, with respect to any property acquired after the extent such grant would require the execution and delivery of a Security Document, such Issuer or Guarantor shall execute and deliver such Security Document on substantially the same terms as the Security Documents covering Collateral owned by the Issuers and Guarantors on the date of this Indenture by including, with respect to personal property, execution of a supplement to the Company applicable Security Documents and, with respect to real property, execution of a new mortgage or any Grantor (other than any property an amendment to an existing mortgage and delivery of each of the documents described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company 10.11 below and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such any other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral AgentTrustee). (b) With respect It shall not be a Default or Event of Default under the Indenture if the Partnership is unable to any fee grant a security interest in any real property having a value (together with improvements thereofthe After-Acquired Collateral or deliver the items required by Section 10.10(a) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquiredthe After-Acquired Collateral within the time frame described in Section 10.10(a) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to so long as the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using Partnership used commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory efforts to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentdo so. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (cUpon completing its obligations under Section 10.10(a), the Partnership shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and promptly deliver to the Collateral Agent such amendments to Trustee and the Guarantee Trustee an Officer’s Certificate stating that it has delivered and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest complied with all its obligations contained in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentSection 10.10(a). (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant to the Guarantee and Collateral Agreement, with With respect to any property personal Property acquired after the date of this Indenture hereof by the Company Company, any other Co-Issuer or any Grantor Guarantor (other than any property Excluded Assets or (w) any personal Property described in clauses paragraph (b)-(dc) of this Section 4.15Section, (x) any Property subject to a Lien permitted by clauses (4), (5), (9), (20) or (22) of the definition of “Permitted Liens”, (y) any Property (including Capital Stock) acquired by an Excluded Subsidiary (in each case only if such acquisitions do not result in such Excluded Subsidiary no longer being an Excluded Subsidiary) and (z) any Property acquired after the Issue Date to the extent that the creation of a security interest therein would be prohibited by a Requirement of Law or a contractual obligation binding on the Company, any other Co-Issuer or any Restricted Subsidiary that is the owner of such Property (including pursuant to the Partnership Parks Agreements), provided that such contractual obligation existed at the time such Property was acquired and was not entered into in anticipation of such acquisition for the purposes of evading the guarantee and collateral requirements hereunder) as to which the Notes Collateral Agent, for the benefit of the Notes Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor Company, such Co-Issuer or such Guarantor shall promptly: , and in any event on or prior to the date that is 60 days after such acquisition (1or such longer period as the Administrative Agent may permit under the Six Credit Agreement (or, if the merger is consummated, the HoldCo Credit Agreement)) (i) execute and deliver to the Notes Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as and to the Collateral Agent deems extent required by the Security Agreement or as the Co-Issuers reasonably deem necessary or advisable to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a security interest in such property; and Property and (2ii) take all actions reasonably necessary or advisable to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest in such propertyProperty (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Notes Collateral Agent. Notwithstanding the foregoing, any Co-Issuer or any Guarantor creating or acquiring Intellectual Property shall be required to take the actions required under the Security Agreement in respect of notifications to the Notes Collateral Agent and filings in connection with such Intellectual Property. (b) With respect to any fee interest in any real property Real Property or, prior to the consummation of the Merger (in the event the Merger is consummated), any leasehold interest in any Real Property, in each case having a value (together with improvements thereof) of at least $5,000,000 10,000,000 (or, after the consummation of the Merger (if the Merger is consummated), $25,000,0000), acquired after the date of this Indenture hereof by the Company any Co-Issuers or any Guarantor (other than any such real property Properties subject to the Partnership Parks Agreements or Properties subject to a Permitted Lien which precludes the granting of a Mortgage thereonpermitted by clauses (4), within (5), (9) or (20) of the definition of “Permitted Liens” or that otherwise constitute Excluded Assets), such Co-Issuer or such Guarantor shall promptly, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the creation or acquisition thereofAdministrative Agent may permit under the Six Credit Agreement (or, unless otherwise directed by an Act of Required Debtholdersif the merger is consummated, the Company and each applicable Guarantor shall: HoldCo Credit Agreement)) (1i) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment (subject to an existing Mortgage, in each case Permitted Liens) in favor of the Notes Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property, (2) if requested Real Property, in form for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by the Collateral AgentCo-Issuers, provide the Secured Parties with (ii) (A) either prior to the Discharge of First Lien Obligations with respect to the Credit Agreement Obligations, to the extent delivered to the Administrative Agent in accordance with the Six Credit Agreement (ior, if the merger is consummated, the HoldCo Credit Agreement) and (B) after the Discharge of First Lien Obligations with respect to the Credit Agreement Obligations, (x) provide the Notes Collateral Agent with a mortgagee title and extended coverage insurance covering policy insuring the first priority Lien of the Mortgage upon such real property Real Property in an amount at least equal to the purchase price fair market value of such real property Real Property, together with (a) such endorsements as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (b) evidence that all premiums in respect of such other amount as shall be reasonably specified policy and all related expenses have been paid by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral AgentCo-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement certified to the existing Notes Collateral Agent and the applicable title policy adding insurance company; provided that such property as an insured parcelsurvey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (By) any consents or estoppels deemed reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Notes Collateral Agent; and Agent (3provided, that the Co-Issuers and the Guarantors shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels), (iii) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Notes Collateral Agent for the benefit of the Notes Secured Parties relating to the matters described in clauses above, (1iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (2v) above, which opinions shall be in form otherwise take such actions and substance, and from counsel, reasonably satisfactory execute and/or deliver to the Notes Collateral AgentAgent such documents, agreements or instruments as the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage. (c) With respect to any new Wholly Owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor hereof (which, for the purposes of this paragraph (c)paragraph, shall include any existing Wholly Owned Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act the Company or any of Required Debtholdersits Wholly Owned Subsidiaries, within the Company, the other Co-Issuers or such Guarantor shall promptly, and in any event on or prior to 60 days of the after such creation or acquisition thereof (or such longer period as the Company and each applicable Guarantor shall: Administrative Agent may permit under the Six Credit Agreement (1or, if the merger is consummated, the HoldCo Credit Agreement)) (i) execute and deliver to the Notes Collateral Agent such amendments to the Guarantee and Collateral Security Agreement as and to the Collateral Agent deems extent required by the Security Agreement and are reasonably necessary or advisable to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Wholly Owned Subsidiary (subject to Section 4.17(e) hereof) that is owned by the Company any Co-Issuer or any Guarantor, , (2ii) subject to any applicable Intercreditor Agreement, deliver to the Notes Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company relevant Co-Issuer or the relevant Guarantor, , (3iii) cause such new Wholly Owned Subsidiary (A) to become a party to the Guarantee Security Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Notes Collateral Agent for the benefit of the Notes Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Security Agreement with respect to such new Wholly Owned Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements and the filing of Intellectual Property security agreements for registered or issued United States Intellectual Property, in such jurisdictions each case as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4iv) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions relating to the matters described abovein this Section 4.17(c), which opinions shall be in form and substanceform, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Wholly Owned Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of other than an Excluded Subsidiary) created or acquired after Partnership Parks Entity that ceases to be contractually prohibited (and, in the case of any Partnership Parks Entity, ceases to be subject to any Requirement of Law (including any fiduciary or similar limitation applicable to the directors or managers thereof) effectively prohibiting it) from becoming a Guarantor or executing the Security Agreement or from having all or any portion of its Capital Stock from being pledged under the Security Agreement, such entity shall promptly, and in any event on or prior to the date of this Indenture by that is 60 days after such Wholly Owned Subsidiary or Partnership Parks Entity ceases to be prohibited from being a Subsidiary Guarantor (or such longer period as the Company or any GuarantorAdministrative Agent may permit under the Six Credit Agreement (or, unless otherwise directed by an Act or Required Debtholdersif the merger is consummated, the Company and each applicable Guarantor shall promptly: HoldCo Credit Agreement)) (1i) execute and deliver deliver, or cause to be executed and delivered, to the Notes Collateral Agent such amendments to the Guarantee and Collateral Security Agreement as the Collateral Agent deems are reasonably necessary or advisable to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Person that is owned by the Company or any of its Wholly Owned Subsidiaries (other than an Excluded Subsidiary), (ii) subject to the applicable Intercreditor Agreement, deliver to the Notes Collateral Agent the certificates representing such Capital Stock (subject to Section 4.17(e) hereof), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Wholly Owned Subsidiary, as the case may be, and (iii) if applicable, cause such Person (other than an Excluded Subsidiary) (A) to become a party to the Security Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Notes Collateral Agent for the benefit of the Notes Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Security Agreement with respect to such new Wholly Owned Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements and the filing of Intellectual Property security agreements for registered or issued United States Intellectual Property, in each case as may be required by the Security Agreement and as may be reasonably requested by the Notes Collateral Agent, and (iv) if reasonably requested by the Notes Collateral Agent, deliver to the Administrative Agent legal opinions relating to the matters described above. (e) With respect to any new Excluded Foreign Subsidiary created or acquired after the Issue Date by any Co-Issuer or any Guarantor, such Co-Issuer or such Guarantor shall promptly, and in any event on or prior to the date that is 60 days after such creation or acquisition (or such longer period as the Administrative Agent may permit under the Six Credit Agreement (or, if the merger is consummated, the HoldCo Credit Agreement)) (i) execute and deliver to the Notes Collateral Agent such amendments to the Security Agreement or such other documents as the Notes Collateral Agent deems reasonably necessary or advisable in order to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by the Company such Co-Issuer or such Guarantor (Guarantor, provided that in no event shall more than 65% of the total outstanding voting Capital any Foreign Subsidiary Voting Stock of any such new Subsidiary be required to be so pledged), pledged and, provided further, for the avoidance of doubt, that 100% of the total non-voting stock of any such Excluded Foreign Subsidiary shall be required to be so pledged and (2ii) if commercially reasonablesubject to the applicable Intercreditor Agreements, deliver to the Notes Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and to the extent required hereunder or under the Security Agreement, take such other action as may be necessary or, in the opinion of the Notes Collateral Agent, desirable to perfect the Lien of the Notes Collateral Agent’s Agent thereon. (f) Notwithstanding the provisions of this Section 4.17, (i) the Company shall not be required to create, or to cause its Wholly Owned Subsidiaries to create, a security interest thereinin the Capital Stock of any Excluded Subsidiary (other than any Excluded Foreign Subsidiary, andwhich shall be subject to Section 4.17(e)), (ii) the Partnership Parks Entities and their Property subject to the Partnership Parks Agreements, and the Capital Stock of GP Holdings Inc. owned by the Company, shall be expressly excluded from, and shall not be subject to, any provisions of this Section 4.17 so long as the creation of a security interest under, or the execution of, the Security Agreement is prohibited by a contractual obligation binding on the Partnership Parks Entities as in effect on the date hereof (subject to the proviso at the end of this clause (ii)) or, with respect to the Capital Stock of GP Holdings Inc. owned by the Company, is prohibited by the Partnership Parks Agreements as in effect on the Issue Date (subject to the proviso at the end of this clause (ii)); provided that the Company and its Subsidiaries may enter into amendments, restatements, supplements or other modifications to the Partnership Parks Agreements and replacement agreements having a substantially similar purpose to the Partnership Parks Agreements so long as, in each case, there is no adverse effect on the Lien purported to be created by the Security Documents in the assets of the Co-Issuers and the Guarantors (other than with respect to the Capital Stock of GP Holdings Inc.) and (iii) only to the extent determined by the Administrative Agent under the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) and so long as no Lien is granted in favor of the Secured Parties under the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement), if the cost of obtaining a Lien is excessive in relation to the benefit to the Notes Secured Parties of the security afforded thereby, a security interest or title insurance or similar item with respect to those assets shall not be required. (3g) Notwithstanding anything to the contrary in this Indenture, for so long as there are outstanding any Credit Agreement Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement). (h) Notwithstanding the foregoing, opinions of counsel will not be required after the Issue Date in connection with any additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent a perfected security interest in after-acquired collateral owned by such Guarantors, unless requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent.

After-Acquired Collateral. (a) Unless otherwise directed by an Act Subject to the terms of Required Debtholders the Security Documents, from the date hereof, if property of a type which is required to constitute Collateral pursuant to the Guarantee terms of the Security Documents is acquired by any Issuer or Guarantor that is not automatically subject to a perfected security interest (but only to the extent creation or perfection of the security interest in such property would be required by the terms of the Security Documents) under the Security Documents or a Restricted Subsidiary (including a newly created or newly acquired Subsidiary) becomes a Guarantor pursuant to Section 4.14 hereof (such property referred to hereinafter as “After-Acquired Collateral”), then such Issuer or Guarantor will, as soon as reasonably practical and in any event within 60 days after such property’s acquisition or it no longer being an Excluded Asset or such person becoming a Guarantor, grant Liens on such property (or, in the case of a new Guarantor, all of its assets except Excluded Assets) in favor of the Collateral AgreementTrustee (and, to the extent such grant would require the execution and delivery of a Security Document, such Issuer or Guarantor shall execute and deliver such Security Document on substantially the same terms as the Security Documents covering Collateral owned by the Issuers and Guarantors as then in existence including, with respect to any property acquired after personal property, execution of a supplement to the date applicable Security Documents and, with respect to real property, execution of this Indenture by a new mortgage or an amendment to an existing mortgage and delivery of each of the Company or any Grantor (other than any property documents described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company 10.10 below and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such any other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral AgentTrustee). (b) With respect It shall not be a Default or Event of Default under this Indenture if the Partnership is unable to any fee grant a security interest in any real property having a value (together with improvements thereofthe After-Acquired Collateral or deliver the items required by Section 10.09(a) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquiredthe After-Acquired Collateral within the time frame described in Section 10.09(a) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to so long as the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using Partnership used commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory efforts to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentdo so. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (cUpon completing its obligations under Section 10.09(a), the Partnership shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and promptly deliver to the Collateral Agent such amendments to Trustee and the Guarantee Trustee an Officer’s Certificate stating that it has delivered and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest complied with all its obligations contained in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentSection 10.09(a). (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant From and after the Issue Date, subject to Permitted Liens and the Guarantee exceptions and Collateral Agreementlimitations set forth in Article XI, with respect to the Security Documents and/or the Intercreditor Agreements, if the Issuer or any Guarantor creates any additional security interest upon any property acquired after the date of this Indenture by the Company or asset that would constitute Term Priority Collateral to secure any Grantor Pari Passu Indebtedness (other than any property described in clauses (b)-(d) of this Section 4.15) as subject to which the Collateral AgentPermitted Liens and Excluded Assets), for the benefit of the Secured Parties, does not have it shall concurrently grant a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first first-priority security interest in upon such propertyproperty as security for the Notes and the other Obligations under this Indenture, except for (x) any Excluded Assets, (y) assets not required to be Collateral pursuant to this Indenture or the Security Documents and (z) assets not pledged, or required to be pledged (including pursuant to any amendment, waiver or consent), to secure the filing obligations of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Issuer and Collateral Agreement or by law or as may be reasonably requested by the Collateral AgentGuarantors under the Senior Credit Facilities. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired From and after the date of this Indenture by Issue Date, subject to Permitted Liens and the Company exceptions and limitations set forth in Section Article XI, the Security Documents and/or the Intercreditor Agreements, if the Issuer or any Guarantor creates any additional security interest upon any property or asset that would constitute ABL Priority Collateral to secure any ABL Obligations, it shall concurrently grant a second-priority security interest (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company Liens and each applicable Guarantor shall: (1Excluded Assets) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding upon such property as an insured parcelsecurity for the Notes and the other Obligations under this Indenture, except for (x) any Excluded Assets, (y) assets not required to be Collateral pursuant to this Indenture or the Security Documents and (Bz) assets not pledged, or required to be pledged (including pursuant to any consents amendment, waiver or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable effortsconsent), each to secure the obligations of the foregoing in form Issuer and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by Guarantors under the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentSenior Credit Facilities. (c) With respect to any new The Issuer shall cause each Restricted Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company upon execution and each applicable Guarantor shall: (1) execute and deliver delivery to the Trustee and the Notes Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest supplemental indenture substantially in the Capital Stock form of such new Subsidiary that is owned by Exhibit D hereto to become a party to or acknowledge the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital StockIntercreditor Agreements, together with undated stock powers, in blank, executed as applicable and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral AgreementSecurity Documents, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentapplicable. (d) With respect Notwithstanding anything to the contrary, Opinions of Counsel will not be required in connection with (x) the addition of new or additional Guarantors, except to the extent required under the Senior Credit Facilities or (y) the Issuer or any Guarantor subjecting any after-acquired Collateral other than Material Owned Real Property (including any assets of new Foreign Subsidiary (or Domestic Subsidiary of additional Guarantors) to the type described Liens created under the Security Documents, in clause (d) of the definition of Excluded Subsidiary) created or acquired each case, occurring after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentIssue Date.

After-Acquired Collateral. (a) Unless otherwise directed by an Act From and after the Issue Date, subject to Article 12, if the Issuers or any Guarantor acquire any property or rights which are of Required Debtholders a type constituting Collateral under any Security Document (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral pursuant to the Guarantee and Collateral Agreement, with respect to any property acquired after the date of this Indenture by or the Company Security Documents) or upon any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) new Subsidiary becoming a Guarantor, it will be required to execute and deliver such security instruments, financing statements and such certificates as are required to which satisfy the Collateral Agent, Requirement (including the terms of any Security Document) to vest in the Applicable Collateral Agent for the benefit of the Notes Secured Parties, does not have as applicable, a perfected Lien, the Company security interest (subject to Permitted Liens) in such after-acquired collateral and each applicable Grantor shall promptly: (1) execute and deliver to take such actions to add such after-acquired collateral to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant are otherwise required pursuant to the Collateral AgentRequirement, for and thereupon all provisions of this Indenture and the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant Security Documents relating to the Collateral Agent, for shall be deemed to relate to such after-acquired Collateral to the benefit of same extent and with the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee same force and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agenteffect. (b) With respect to any fee interest Notwithstanding the foregoing, opinions of counsel will not be required in any real property having a value (together connection with improvements thereof) the addition of at least $5,000,000 acquired after the date of this Indenture by the Company new Guarantors or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage Guarantors entering into the Security Documents or Mortgage amendment (to vest in the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Applicable Collateral Agent legal opinions relating to the matters described a perfected security interest in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the after-acquired Collateral Agentowned by such Guarantors. (c) With respect to any new Subsidiary Collateral constituting Material Real Property (other than that is not an Excluded SubsidiaryAsset) created or acquired after the date Issue Date, to the extent likewise provided with respect to the Senior Secured Credit Facilities (at the request of this Indenture by the Company or any Guarantor (which, for Administrative Agent thereunder) the purposes of this paragraph (c), Issuers shall include any existing Subsidiary that ceases cause the Collateral Requirement to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, satisfied within 60 120 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned Material Real Property or such longer period as permitted under the Senior Secured Credit Facilities (including pursuant to any waivers or extensions of deadlines thereunder) or as extended by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of Notwithstanding the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholdersforegoing, the Company Issuers and each applicable Guarantor Guarantors (and the Subsidiaries thereof) shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary not be required to be so pledged), take any actions with respect to Collateral, if such actions are not required (2or if required, no sooner than required) if commercially reasonable, deliver pursuant to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer terms of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and Senior Secured Credit Facilities (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentextent remaining outstanding).

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant to the Guarantee and Collateral Agreement, with With respect to any property personal Property acquired after the date of this Indenture hereof by Parent, the Company Issuer or any Grantor Guarantor (other than (w) any property personal Property described in clauses paragraph (b)-(dc) of this Section 4.15Section, (x) any Property subject to a Lien permitted by clauses (4), (5), (9), (23) or (25) of the definition of “Permitted Lien”, (y) any Property (including Capital Stock) acquired by an Excluded Subsidiary (in each case only if such acquisitions do not result in such Excluded Subsidiary no longer being an Excluded Subsidiary) and (z) any Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Requirement of Law or a contractual obligation binding on Parent, the Issuer or any Restricted Subsidiary that is the owner of such Property (including pursuant to the Partnership Parks Agreements), provided that such contractual obligation existed at the time such Property was acquired and was not entered into in anticipation of such acquisition for the purposes of evading the guarantee and collateral requirements hereunder) as to which the Notes Collateral Agent, for the benefit of the Notes Secured Parties, does not have a perfected Lien, Parent, the Company and each applicable Grantor Issuer or such Guarantor shall promptly: , and in any event on or prior to the date that is 60 days after such acquisition (1or such longer period as the Administrative Agent may permit under the Credit Agreement) (i) execute and deliver to the Notes Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as and to the Collateral Agent extent required by the Security Agreement or as the Issuer reasonably deems necessary or advisable to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a security interest in such property; and Property and (2ii) take all actions necessary or advisable to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest in such propertyProperty (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Notes Collateral Agent. Notwithstanding the foregoing, the Issuer or any Guarantor creating or acquiring Intellectual Property shall be required to take the actions required under the Security Agreement in respect of notifications to the Notes Collateral Agent and filings in connection with such Intellectual Property. (b) With respect to any fee interest in any real property Real Property or leasehold interest in any Park, in each case having a value (together with improvements thereof) of at least $5,000,000 10,000,000, acquired after the date of this Indenture hereof by the Company Issuer or any Guarantor (other than any such real property Properties subject to the Partnership Parks Agreements or Properties subject to a Permitted Lien which precludes the granting of a Mortgage thereonpermitted by clauses (4), within (5), (9) or (23) of the definition of “Permitted Liens”), the Issuer or such Guarantor shall promptly, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, Administrative Agent may permit under the Company and each applicable Guarantor shall: Credit Agreement) (1i) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment (subject to an existing Mortgage, in each case Permitted Liens) in favor of the Notes Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property, (2) if requested Real Property, in form for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by the Collateral AgentIssuer, provide the Secured Parties with (ii) (A) either prior to the Discharge of First Lien Obligations with respect to the Credit Agreement Obligations, to the extent delivered to the Administrative Agent in accordance with the Credit Agreement and (iB) after the Discharge of First Lien Obligations with respect to the Credit Agreement Obligations (x) provide the Notes Collateral Agent with a mortgagee title and extended coverage insurance covering policy insuring the first priority Lien of the Mortgage upon such real property Real Property in an amount at least equal to the purchase price fair market value of such real property Real Property, together with (a) such endorsements as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (b) evidence that all premiums in respect of such other amount as shall be reasonably specified policy and all related expenses have been paid by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral AgentIssuer, as well as a current or updated ALTA survey (or survey affidavit) thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement certified to the existing Notes Collateral Agent and the applicable title policy adding insurance company, provided that such property as an insured parcelsurvey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (By) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Notes Collateral Agent; and Agent (3provided, that the Issuer and the Guarantors shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels), (iii) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Notes Collateral Agent for the benefit of the Notes Secured Parties relating to the matters described in clauses above, (1iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (2v) above, which opinions shall be in form otherwise take such actions and substance, and from counsel, reasonably satisfactory execute and/or deliver to the Notes Collateral AgentAgent such documents, agreements or instruments as the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage. (c) With respect to any new Wholly Owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor hereof (which, for the purposes of this paragraph (c)paragraph, shall include any existing Wholly Owned Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act Parent or any of Required Debtholdersits Wholly Owned Subsidiaries, within Parent, the Issuer or such Guarantor shall promptly, and in any event on or prior to 60 days of the after such creation or acquisition thereof (or such longer period as the Company and each applicable Guarantor shall: Administrative Agent may permit under the Credit Agreement) (1i) execute and deliver to the Notes Collateral Agent such amendments to the Guarantee and Collateral Security Agreement as and to the Collateral Agent deems extent required by the Security Agreement and are necessary or advisable to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Wholly Owned Subsidiary (subject to clause (e) below) that is owned by the Company Issuer or any Guarantor, , (2ii) subject to any applicable Intercreditor Agreement, deliver to the Notes Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Issuer or the relevant Guarantor, , (3iii) cause such new Wholly Owned Subsidiary (A) to become a party to the Guarantee Security Agreement and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Notes Collateral Agent for the benefit of the Notes Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Security Agreement with respect to such new Wholly Owned Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements statements, the filing of Intellectual Property security agreements for registered or issued United States Intellectual Property, the execution of control agreements, in such jurisdictions each case as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4iv) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions relating to the matters described abovein this Section 4.17(c), which opinions shall be in form and substanceform, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Wholly Owned Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of other than an Excluded Subsidiary) or Partnership Parks Entity that ceases to be contractually prohibited (and, in the case of any Partnership Parks Entity, ceases to be subject to any Requirement of Law (including any fiduciary or similar limitation applicable to the directors or managers thereof) effectively prohibiting it) from becoming a Guarantor or executing the Security Agreement or from having all or any portion of its Capital Stock from being pledged under the Security Agreement, such entity shall promptly, and in any event on or prior to the date that is 60 days after such Wholly Owned Subsidiary or Partnership Parks Entity ceases to be prohibited from being a Subsidiary Guarantor (or such longer period as the Administrative Agent may permit under the Credit Agreement) (i) execute and deliver, or cause to be executed and delivered, to the Notes Collateral Agent such amendments to the Security Agreement as are necessary or advisable to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Person that is owned by Parent or any of its Wholly Owned Subsidiaries (other than an Excluded Subsidiary), (ii) subject to the applicable Intercreditor Agreement, deliver to the Notes Collateral Agent the certificates representing such Capital Stock (subject to clause (e) below), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Parent or such Wholly Owned Subsidiary, as the case may be, and (iii) if applicable, cause such Person (other than an Excluded Subsidiary) (A) to become a party to the Security Agreement and (B) to take such actions necessary or advisable to grant to the Notes Collateral Agent for the benefit of the Notes Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Security Agreement with respect to such new Wholly Owned Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements, the filing of Intellectual Property security agreements for registered or issued United States Intellectual Property, the execution of control agreements, in each case as may be required by the Security Agreement and as may be reasonably requested by the Notes Collateral Agent, and (iv) if reasonably requested by the Notes Collateral Agent, deliver to the Administrative Agent legal opinions relating to the matters described above. (e) With respect to any new Excluded Foreign Subsidiary created or acquired after the date of this Indenture by the Company Issuer or any Guarantor, unless otherwise directed by an Act the Issuer or Required Debtholders, the Company and each applicable such Guarantor shall promptly: , and in any event on or prior to the date that is 60 days after such creation or acquisition (1or such longer period as the Administrative Agent may permit under the Credit Agreement) (i) execute and deliver to the Notes Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Notes Collateral Agent deems necessary or advisable in order to grant to the Notes Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by the Company Issuer or such Guarantor (Guarantor, provided that in no event shall more than 65% of the total outstanding voting Capital any Foreign Subsidiary Voting Stock of any such new Subsidiary be required to be so pledged), pledged and, provided further, for the avoidance of doubt, that 100% of the total non-voting stock of any such Excluded Foreign Subsidiary shall be required to be so pledged and (2ii) if commercially reasonablesubject to the applicable Intercreditor Agreements, deliver to the Notes Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and to the extent required hereunder or under the Security Agreement, take such other action as may be necessary or, in the opinion of the Notes Collateral Agent, desirable to perfect the Lien of the Notes Collateral Agent’s Agent thereon. Notwithstanding the foregoing, no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction). (f) Notwithstanding the provisions of this Section, (i) Parent shall not be required to create, or to cause its Wholly Owned Subsidiaries to create, a security interest thereinin the Capital Stock of any Excluded Subsidiary (other than any Excluded Foreign Subsidiary, andwhich shall be subject to the preceding clause (e)), (ii) the Partnership Parks Entities and their Property subject to the Partnership Parks Agreements, and the Capital Stock of GP Holdings, Inc. owned by Parent shall be expressly excluded from, and shall not be subject to, any provisions of this Section 4.17 so long as the creation of a security interest under, or the execution of, the Security Agreement is prohibited by a contractual obligation binding on the Partnership Parks Entities as in effect on the date hereof (subject to the proviso at the end of this clause (ii)) or, with respect to the Capital Stock of GP Holdings, Inc. owned by Parent, is prohibited by the Partnership Parks Agreements as in effect on the date hereof (subject to the proviso at the end of this clause (ii)); provided that Parent and its Subsidiaries may enter into amendments, restatements, supplements or other modifications to the Partnership Parks Agreements and replacement agreements having a substantially similar purpose to the Partnership Parks Agreements so long as, in each case, there is no adverse effect on the Lien purported to be created by the Security Documents in the assets of (x) Parent (other than with respect to the Capital Stock of GP Holdings, Inc.) and (y) Six Flags Operations, Inc., a Delaware corporation, the Issuer or any of their Subsidiaries and (iii) only to the extent determined by the Administrative Agent under the Credit Agreement and so long as no Lien is granted in favor of the Secured Parties under the Credit Agreement, if the cost of obtaining a Lien is excessive in relation to the benefit to the Notes Secured Parties of the security afforded thereby, a security interest or title insurance or similar item with respect to those assets shall not be required. (3g) if Notwithstanding the foregoing, opinions of counsel will not be required after the date of this Indenture in connection with any additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent a perfected security interest in after-acquired collateral owned by such Guarantors, unless requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent.

After-Acquired Collateral. Without affecting the Obligations of the Borrower or any of its Subsidiaries under the Loan Documents: (a) Unless otherwise directed by an Act In the event that the Borrower or any of Required Debtholders pursuant to the Guarantee and Collateral Agreement, with respect to its Subsidiaries at any property acquired time after the date of this Indenture by the Company or hereof acquires any Grantor (interest in any real property, including any leasehold interest other than any property described in clauses administrative office leases and other immaterial leaseholds (b)-(d) of this Section 4.15) as to which the Collateral Agenteach such interest, for the benefit of the Secured Parties, does not have a perfected Lienan "After- 8.1. In such event, the Company and each applicable Grantor Borrower or its Subsidiary, as the case may be, shall promptly: (1) execute and deliver to the Collateral Administrative Agent a mortgage which shall be reasonably satisfactory in form and substance to the Administrative Agent and the Majority Lenders, and title insurance covering such amendments After-Acquired Property, together with such other documents or instruments as the Majority Lenders shall reasonably require, including, without limitation, a Landlord Consent in the form of Exhibit H (a "Landlord Consent"). The Borrower shall pay all fees and expenses, including, without limitation, all reasonable Attorney Costs of the Administrative Agent and all title insurance charges and premiums, in connection with the obligations under this Section. Title insurance provided in connection with such After-Acquired Property shall be substantially in the form called for under subsection 5.1(d)(vii). (b) In the event that the Borrower or any of its Subsidiaries at any time after the date hereof acquires, forms or establishes any Subsidiary, the Borrower shall, or shall cause any such Subsidiary to promptly execute and deliver an amendment to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory acceptable to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Administrative Agent in connection with order to pledge the capital stock of such Mortgage newly acquired or Mortgage amendment (formed Subsidiary; provided, in the case of foreign Subsidiaries, such pledge shall be limited to the extent obtainable using commercially reasonable efforts), each 66% of the foregoing in form Capital Stock of first-tier foreign Subsidiaries. In addition, simultaneously therewith the Borrower shall cause such newly acquired or formed Subsidiary, if such Subsidiary is not a foreign Subsidiary, to become a grantor under the Guarantee and substance Collateral Agreement. In addition, the Borrower shall take or cause to be taken all action reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral AgentAdministrative Agent to perfect or protect the security interest thereby created in all assets of such new Subsidiary, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentif such Subsidiary is not a foreign Subsidiary. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after In the date of this Indenture by event that the Company Borrower or any Guarantor (whichof its Subsidiaries makes a Special Investment, for the purposes of this paragraph (c)Borrower or such Subsidiary, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agentcase may be, for the benefit of the Secured Parties, a perfected first priority security will cause its equity interest in the Capital Stock of Person in which such new Subsidiary that Special Investment is owned by the Company or any Guarantor, (2) deliver made, and its other rights with respect to the such Special Investment, to be pledged as Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to under the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit ; provided that foreign Subsidiaries of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary Borrower will not be required to be so pledgedpledge Special Investments under this subsection 7.13(c), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. From and after the Issue Date, and subject to certain limitations and exceptions set forth in the Collateral Documents and this Indenture (a) Unless otherwise directed by an Act of Required Debtholders pursuant to the Guarantee and Collateral Agreement, including with respect to Excluded Assets), if any Issuer or any Guarantor acquires any property acquired after the date or assets which are of this Indenture by the Company or a type constituting Collateral under any Grantor Collateral Document (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agentexcluding, for the benefit avoidance of the Secured Partiesdoubt, does not have a perfected Lienany applicable Excluded Assets), the Company and each applicable Grantor it shall promptly: (1) execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Collateral Document to provide to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Notes Collateral Agent for the benefit of the Secured Parties Trustee and the Holders of the Notes a first-priority perfected first priority security interest (subject to Permitted Liens) in such after-acquired Collateral and to take such actions to add such after-acquired Collateral to the Collateral within (i) 60 days of such acquisition with respect to property and assets of any Foreign Subsidiary or (ii) 30 days of such acquisition with respect to all other property or assets (or such later date as is provided for under the Credit Agreement or as the Credit Facilities Collateral Agent may have agreed to under the Credit Agreement), and thereupon all provisions of this Indenture and the 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. Failure to create and perfect a security interest in the Collateral described shall constitute an Event of Default. Neither the Trustee nor the Notes Collateral Agent on behalf of the Trustee and the Holders of the Notes shall have any duty or responsibility to see to or monitor the performance of the Issuers, the Guarantors and their respective Subsidiaries with regard to these matters, or to perfect or maintain the perfection of the security interest in the Guarantee Collateral. Notwithstanding anything to the contrary herein or in any Collateral Document (a) neither the Issuers nor the Guarantors shall be required to deliver leasehold mortgages and Collateral Agreement landlord lien waivers, estoppels, warehouseman waivers or other collateral access letters; (b) control agreements shall not be required in respect of deposit accounts, securities accounts, commodities accounts and other similar accounts; and (c) other than filing UCC financing statements (or equivalent filings in a foreign jurisdiction), perfection shall not be required with respect to such new Subsidiary(i) commercial tort claims, including the filing (ii) letter of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent credit rights (other than supporting obligations) and (Ciii) to deliver to the Collateral Agent a customary closing certificate any property or assets of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver of its Subsidiaries to the Collateral Agent such amendments extent the cost, burden, difficulty or consequence (including any effect on the ability of the Issuers and the Guarantors to conduct their operations and business in the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for ordinary course) of perfecting a security interest therein outweighs the benefit of the Secured Parties, a perfected first priority security interest in afforded thereby to the Capital Stock of such new Subsidiary that is owned Notes Collateral Agent or the Holders as reasonably determined by the Company or such Guarantor and the Credit Facilities Collateral Agent (provided that in no event shall more than 65% or, following the discharge of the total outstanding voting Capital Stock Credit Facilities Obligations, the Notes Collateral Agent acting at the direction of the Applicable Authorized Representative) (and the maximum guaranteed or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and/or duties where the benefit to the Notes Collateral Agent or the Holders of increasing the guaranteed or secured amount is disproportionate to the level of such fees, taxes and/or duties). Prior to the discharge of the Credit Facilities Obligations, to the extent that the Credit Facilities Collateral Agent is satisfied with or agree to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or make any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of legal opinions or other deliverables, if applicable, with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Facilities Collateral Agent in respect of any such new Subsidiary matters shall be required deemed to be so pledged), (2) if commercially reasonable, deliver to the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentDocuments.

After-Acquired Collateral. (a) Unless otherwise directed by an Act The Issuer or any Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of Required Debtholders pursuant financing statements, fixture filings and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Notes Collateral Agent may reasonably request, to cause the Collateral Requirement to be and remain satisfied, all at the expense of the Issuer or the applicable Guarantor and provide to the Guarantee and Collateral Agreement, with respect to any property acquired after the date of this Indenture by the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Notes Collateral Agent, for from time to time upon reasonable request, evidence reasonably satisfactory to the benefit Notes Collateral Agent as to the perfection and priority of the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver Liens created or intended to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required created by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral AgentSecurity Documents. (b) With If any Subsidiary of the Company becomes a Guarantor after the Issue Date pursuant to Section 4.11, such Subsidiary shall cause the Collateral Requirement to be satisfied with respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company Subsidiary and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any other real property for which an ALTA survey was obtained when Guarantor that is a Domestic Subsidiary. The Notes Collateral Agent may (subject to Section 4.13(e)) extend such property was acquired) or (ii) where an amendment date to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement later date acceptable to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after In the date case of this Indenture by the Company or any Guarantor that is a Domestic Subsidiary, (whichi) furnish to the Notes Collateral Agent prompt written notice of any change (A) in such Guarantor’s corporate or organization name, (B) in such Guarantor’s identity or organizational structure or (C) in such Guarantor’s organizational identification number; provided that no such Guarantor shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the UCC or otherwise that are required in order for the purposes of this paragraph (c)Notes Collateral Agent to continue at all times following such change to have a valid, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company legal and each applicable Guarantor shall: (1) execute and deliver to perfected security interest in all the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest in Parties and (ii) promptly notify the Capital Stock Notes Collateral Agent if any material portion of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company is damaged or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentdestroyed. (d) With The Collateral Requirement and the other provisions of this Section 4.13 need not be satisfied with respect to (i) any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or Equity Interests acquired after the date of Issue Date in accordance with this Indenture by the Company or any Guarantorif, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such amendments to Equity Interests and (B) such law or obligation existed at the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit time of the Secured Parties, a perfected first priority security interest acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the Capital Stock acquisition of such new Subsidiary that is owned by the Company or such Guarantor (provided that the foregoing clause (B) shall not apply in no event shall more than 65% the case of a joint venture, including a joint venture that is a Subsidiary), (ii) any assets acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate a contractual obligation binding on such assets that existed at the time of the total outstanding voting Capital Stock acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets or (iii) any such new Equity Interests in or any asset of a Foreign Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver the Issuer demonstrates to the Collateral Agent agent under the certificates representing such Capital Stock, together Credit Agreement and the agent under the Credit Agreement determines (in its reasonable discretion with undated stock powers, in blank, executed and delivered by a duly authorized officer respect to the corresponding requirement under the Credit Agreement) that the cost of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion satisfaction of the Collateral AgentRequirement of this Section 4.13 with respect thereto exceeds the value of the security offered thereby; provided that, desirable upon the reasonable request of the agent under the Credit Agreement, the Issuer shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to perfect have waived or eliminated any contractual obligation of the Collateral Agent’s security interest thereintypes described in clauses (i) and (ii) above, andother than those set forth in a joint venture agreement to which the Issuer or any Subsidiary is a party. (3e) if requested by Any periods of time for the Collateral Agent, deliver taking of any action with respect to the Collateral Agent legal opinions relating granting of security interests with respect to the matters described above, which opinions Notes shall be in form and substance, and from counsel, reasonably satisfactory deemed extended to the Collateral Agentextent the same period is extended in respect of the Credit Agreement or by a person that becomes the Applicable Authorized Representative (as such term is defined in the Intercreditor Agreement).

After-Acquired Collateral. (a) Unless otherwise directed by an Act From and after the Issue Date, subject to Article 12, if the Issuers or any Guarantor acquire any property or rights which are of Required Debtholders a type constituting Collateral under any Security Document (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral pursuant to the Guarantee and Collateral Agreement, with respect to any property acquired after the date of this Indenture by or the Company Security Documents) or upon any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) new Subsidiary becoming a Guarantor, it will be required to execute and deliver such security instruments, financing statements and such certificates as are required to which satisfy the Collateral Agent, Requirement (including the terms of any Security Document) to vest in the Applicable Collateral Agent for the benefit of the Notes Secured Parties, does not have as applicable, a perfected Liensecurity interest (subject to Permitted Liens) in such after-acquired collateral and to take such actions (including, without limitation, formalization before notary public and registration before the Company and each applicable Grantor shall promptly: (1relevant public registries) execute and deliver to add such after-acquired collateral to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant are otherwise required pursuant to the Collateral AgentRequirement, for and thereupon all provisions of this Indenture and the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant Security Documents relating to the Collateral Agent, for shall be deemed to relate to such after-acquired Collateral to the benefit of same extent and with the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee same force and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agenteffect. (b) With respect to any fee interest Notwithstanding the foregoing, opinions of counsel will not be required in any real property having a value (together connection with improvements thereof) the addition of at least $5,000,000 acquired after the date of this Indenture by the Company new Guarantors or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage Guarantors entering into the Security Documents or Mortgage amendment (to vest in the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Applicable Collateral Agent legal opinions relating to the matters described a perfected security interest in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the after-acquired Collateral Agentowned by such Guarantors. (c) With respect to any new Subsidiary Collateral constituting Material Real Property (other than that is not an Excluded SubsidiaryAsset) created or acquired after the date Issue Date, to the extent likewise provided with respect to the Senior Secured Credit Facilities (at the request of this Indenture by the Company or any Guarantor (which, for Administrative Agent thereunder) the purposes of this paragraph (c), Issuers shall include any existing Subsidiary that ceases cause the Collateral Requirement to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, satisfied within 60 120 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned Material Real Property or such longer period as permitted under the Senior Secured Credit Facilities (including pursuant to any waivers or extensions of deadlines thereunder) or as extended by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of Notwithstanding the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholdersforegoing, the Company Issuers and each applicable Guarantor Guarantors (and the Subsidiaries thereof) shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary not be required to be so pledged), take any actions with respect to Collateral, if such actions are not required (2or if required, no sooner than required) if commercially reasonable, deliver pursuant to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer terms of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and Senior Secured Credit Facilities (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentextent remaining outstanding).

After-Acquired Collateral. (a) Unless otherwise directed by an Act From and after the Completion Date, subject to Article 12, if the Issuers or any Guarantor acquire any property or rights which are of Required Debtholders a type constituting Collateral under any Security Document (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral pursuant to the Guarantee and Collateral Agreement, with respect to any property acquired after the date of this Indenture by or the Company Security Documents) or upon any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) new Subsidiary becoming a Guarantor, it will be required to execute and deliver such security instruments, financing statements and such certificates as are required to which satisfy the Collateral Agent, Requirement (including the terms of any Security Document) to vest in the Applicable Collateral Agent for the benefit of the Notes Secured Parties, does not have as applicable, a perfected Lien, the Company security interest (subject to Permitted Liens) in such after-acquired collateral and each applicable Grantor shall promptly: (1) execute and deliver to take such actions to add such after-acquired collateral to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant are otherwise required pursuant to the Collateral AgentRequirement, for and thereupon all provisions of this Indenture and the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant Security Documents relating to the Collateral Agent, for shall be deemed to relate to such after-acquired Collateral to the benefit of same extent and with the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee same force and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agenteffect. (b) With respect to any fee interest Notwithstanding the foregoing, opinions of counsel will not be required in any real property having a value (together connection with improvements thereof) the addition of at least $5,000,000 acquired after the date of this Indenture by the Company new Guarantors or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage Guarantors entering into the Security Documents or Mortgage amendment (to vest in the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Applicable Collateral Agent legal opinions relating to the matters described a perfected security interest in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the after-acquired Collateral Agentowned by such Guarantors. (c) With respect to any new Subsidiary Collateral constituting Material Real Property (other than that is not an Excluded SubsidiaryAsset) created or acquired after the date Issue Date, to the extent likewise provided with respect to the New Senior Secured Credit Facilities (at the request of this Indenture by the Company or any Guarantor (which, for Administrative Agent thereunder) the purposes of this paragraph (c), Issuers shall include any existing Subsidiary that ceases cause the Collateral Requirement to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, satisfied within 60 120 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned Material Real Property or such longer period as permitted under the New Senior Secured Credit Facilities (including pursuant to any waivers or extensions of deadlines thereunder) or as extended by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of Notwithstanding the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholdersforegoing, the Company Issuers and each applicable Guarantor Guarantors (and the Subsidiaries thereof) shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary not be required to be so pledged), take any actions with respect to Collateral, if such actions are not required (2or if required, no sooner than required) if commercially reasonable, deliver pursuant to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer terms of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and New Senior Secured Credit Facilities (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentextent remaining outstanding).

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant to the Guarantee and Collateral Agreement, with With respect to any property acquired after the date of this Indenture Effective Date by the Company Borrower or any Grantor Guarantor (other than (x) property constituting an “Excluded Asset” under (and as defined in) the Pledge and Security Agreement and (y) any property described in clauses (b)-(d) of this Section 4.155.9) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company Borrower and each applicable Grantor Guarantor shall promptly: (1i) execute and deliver to the Collateral Agent such amendments to the Guarantee Pledge and Collateral Security Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such propertyproperty (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Pledge and Collateral Security Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a fair market value (together with improvements thereof) of at least $5,000,000 25,000,000 acquired after the date of this Indenture Agreement by the Company Borrower or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 90 days after the creation or acquisition thereof, unless otherwise directed thereof (as such date may be extended by an Act of Required Debtholdersthe Administrative Agent), the Company and each Borrower or the applicable Guarantor shall: (1i) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing MortgageMortgage (subject to Permitted Liens), in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2ii) if requested by the Collateral Agent, provide the Secured Parties Collateral Agent with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and; (3iii) if requested by the Collateral Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described in clauses (1i) and (2ii) above, which opinions shall be in form and substance; and (iv) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and from counsel, reasonably satisfactory to the Collateral Agentextent any Building or Mobile Home (as defined by the Flood Insurance Laws) on the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agent) as a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (ii) evidence of flood insurance as required by Section 5.4 hereof. (c) With respect to any new Wholly-Owned Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture Agreement by the Company Borrower or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Wholly-Owned Domestic Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof (as such date may be extended by the Company Administrative Agent), the Borrower and each applicable Guarantor shall: (1i) execute and deliver to the Collateral Agent such amendments to the Guarantee Pledge and Collateral Security Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Wholly-Owned Domestic Subsidiary that is owned by the Company Borrower or any GuarantorGuarantor (subject to Permitted Liens and unless constituting an Excluded Asset), (2ii) deliver to the Collateral Agent the certificates representing such Capital StockStock (unless constituting an Excluded Asset), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or the relevant Guarantor, (3iii) cause such new Wholly-Owned Domestic Subsidiary (A) to become a party to the Guarantee Pledge and Collateral Security Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee Pledge and Collateral Security Agreement with respect to such new SubsidiaryWholly-Owned Domestic Subsidiary (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Pledge and Collateral Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Wholly-Owned Domestic Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4iv) if requested by the Collateral Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new direct Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture Effective Date by the Company Borrower or any Guarantor, unless otherwise directed by an Act the Borrower or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1i) execute and deliver to the Collateral Agent such amendments to the Guarantee Pledge and Collateral Security Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary that is owned by the Company Borrower or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledgedpledged and then only so long as such Capital Stock does not constitute an Excluded Asset),, and (2ii) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital StockStock (unless constituting an Excluded Asset), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Borrower or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral. (ai) Unless otherwise directed by an Act of Required Debtholders pursuant to the Guarantee and Collateral Agreement, with With respect to any property acquired after the date of this Indenture Effective Date by the Company or any Grantor Security Party (other than real property of any property described in clauses (b)-(d) of this Section 4.15Subsidiary) as to which the Collateral Agent, for the benefit of the Secured PartiesLenders, does not have a perfected LienSecurity Interest, promptly, to the Company and each applicable Grantor shall promptly: extent so doing would not constitute a Restricted Action, (1i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a security interest in such property; and property and (2ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such propertyproperty (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement relevant Security Document or by law or as may be reasonably requested by the Collateral Agent. (bii) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 1,000,000 acquired after the date of this Indenture Effective Date by the Company Parent or any Guarantor Subsidiary, promptly, to the extent so doing would not constitute a Restricted Action, (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1i) execute and deliver a first priority Mortgage or where appropriate under the circumstancesmortgage, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, covering such real property, , (2ii) if requested by the Collateral Agent, provide the Secured Parties Lenders with (A) either (ix) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (By) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts)mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and Agent and (3iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (diii) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture Effective Date by the Company Parent or any GuarantorSubsidiary, unless otherwise directed by an Act promptly give notice of such acquisition or Required Debtholderscreation to the Agent and, to the Company and each applicable Guarantor shall promptly: extent so doing would not constitute a Restricted Action, (1i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor Subsidiary, (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2ii) if commercially reasonable, deliver to the Collateral Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantorgrantor, (iii) cause such new Subsidiary (A) to enter into a Security Document, and (B) to take such other action actions necessary to grant to the Agent for the benefit of the Lenders a perfected security interest in its Collateral, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be necessary or, in required by the opinion of Security Document or by law or as may be requested by the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and Agent and (3iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent, provided that no security interest shall be granted in any Restricted Property. Notwithstanding the foregoing, the provisions of this Section 7.01(d) shall not apply to assets as to which the Agent shall determine in its reasonable discretion, after consultation with the Parent, that the costs and burdens of obtaining and/or perfecting a security interest are excessive in relation to the value of the security afforded thereby.

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant From and after the Issue Date, and subject to the Guarantee limitations and Collateral Agreement, exceptions set forth in the Notes Security Documents and this Indenture (including with respect to Excluded Assets), upon the acquisition by any property acquired after of the date of this Indenture by Issuer or the Company or any Grantor Guarantors (other than any property described in clauses (b)-(dthe Dutch Guarantor) of this Section 4.15) any assets, including, but not limited to, any Material Real Property, that qualifies as to which the Collateral AgentCollateral, for the benefit that, in any such case, form part of the Secured Parties, does not have a perfected LienCollateral, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement Issuer or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1Dutch Guarantor) shall execute and deliver a first priority Mortgage or where appropriate under the circumstancesand file, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either as applicable (i) title insurance covering such with regard to real property in an amount at least equal that qualifies as Collateral, the items described under Section 11.05 within 90 days of the date of acquisition of the applicable asset (as such date may be adjusted to the purchase price extent any such actions are not or cannot be completed within such timeframe as a result of such real property the occurrence of the COVID-19 pandemic (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agentincluding without limitation, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect result of any notary services being unavailable) after the use of commercially reasonable efforts to any power plant do so or any other real property for which an ALTA survey was obtained when such property was acquiredwithout undue burden or expense or risk to human health) or and (ii) where an amendment with regard to an existing Mortgage has been delivered pursuant to clause any other after‑acquired property that qualifies as Collateral, the Issuer or such Guarantor (1other than the Dutch Guarantor) instead of a Mortgageshall execute, an endorsement to the existing title policy adding such property as an insured parcelfile and deliver, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested required by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by and/or the Company or Notes Security Documents, any Guarantor (whichinformation, for the purposes of this paragraph (c)documentation, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions or other certificates and opinions of counsel as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) necessary to deliver to vest in the Collateral Agent a customary closing certificate of such Subsidiaryperfected security interest, with the priority required by this Indenture and the Notes Security Documents, subject only to Permitted Liens and the perfection exceptions (as provided in the Notes Security Documents), in form such after‑acquired property and substance reasonably satisfactory to have such after‑acquired property added to the Collateral, and thereupon all provisions of this Indenture and the Notes Security Documents relating to the Collateral Agent, shall be deemed to relate to such after‑acquired property to the same extent and with appropriate insertions the same force and attachments, and (4) if requested by the Collateral Agent, deliver to effect. Neither the Collateral Agent legal opinions relating nor the Trustee undertakes any responsibility whatsoever to determine whether any of the matters described above, which opinions shall be in form and substanceforegoing covenants have been satisfied, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to neither shall have any new Foreign Subsidiary (or Domestic Subsidiary liability whatsoever arising out of the type described in clause (d) failure of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company Issuer or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of Guarantors to satisfy such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentrequirements.

After-Acquired Collateral. (a) Unless otherwise directed If any asset (other than Real Property) is acquired by the Parent, the Issuer, the US Co-Issuer or any Subsidiary Guarantor after the Issue Date or owned by an Act of Required Debtholders pursuant entity at the time it becomes a Subsidiary Guarantor (in each case other than (x) assets constituting First Lien Collateral under a First Lien Collateral Document that become subject to the Lien of such First Lien Collateral Document upon acquisition thereof, (y) assets constituting Excluded Property and (z) assets of the Issuer, the US Co-Issuer or any Guarantor organized outside the United States, Luxembourg, or Switzerland (other than (i) Investment Property (including, without limitation, Equity Interests, promissory notes or other instruments evidencing Indebtedness) and proceeds thereof and (ii) First Lien Collateral and proceeds of First Lien Collateral received by it from other Guarantors) for so long as, and to the extent, excluded by reason of the last paragraph of the definition of the term “Collateral and Guarantee Requirement”), the Parent, such Issuer or US Co-Issuer or such Subsidiary Guarantor, as applicable, will (i) notify the First Lien Collateral Agent of such acquisition or ownership and (ii) subject (where applicable) to the Agreed Guarantee and Security Principles, cause such asset to be subjected to a Lien (subject to any Permitted Liens) securing the First Priority Notes Obligations by, and take, and cause the Subsidiary Guarantors to take, such actions as shall be reasonably requested by the First Lien Collateral AgreementAgent to satisfy the Collateral and Guarantee Requirement to be satisfied with respect to such asset, including actions described in Section 4.27, at the expense of the Notes Parties, provided, however, that this requirement does not need to be satisfied with respect to any property of Excluded Property or Excluded Securities. (b) If (i) any additional direct or indirect Restricted Subsidiary of the Parent is formed or acquired after the date Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of this Indenture by the Company a Restricted Subsidiary) and such Restricted Subsidiary qualifies as a Subsidiary Guarantor or (ii) any Grantor person qualifies (other than any property described in clauses (b)-(d) of this Section 4.15but did not previously qualify) as a Subsidiary Guarantor, within 15 Business Days after the date such Restricted Subsidiary is formed or acquired (or first becomes subject to which such requirement) (or such longer period as the First Lien Collateral Agent may agree in its sole discretion at the direction of holders of a majority of the Notes), notify the First Lien Collateral Agent thereof and, within 20 Business Days (in the case of a Domestic Subsidiary) or 60 days (in the case of a Foreign Subsidiary) after the date such Restricted Subsidiary is formed or acquired (or first becomes required to be a Subsidiary Guarantor) or such longer period as the First Lien Collateral Agent may agree in its sole discretion at the direction of holders of a majority of the Notes, cause the Collateral Agentand Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Notes Party; provided, however, that this requirement does not need to be satisfied with respect to any of Excluded Property. (c) Furnish to the First Lien Collateral Agent prompt written notice of any change (A) in any Notes Party’s corporate or organization name, (B) in any Notes Party’s identity or organizational structure, (C) in any Notes Party’s organizational identification number (to the extent relevant in the applicable jurisdiction of organization), (D) in any Notes Party’s jurisdiction of organization or (E) in the location of the chief executive office of any Notes Party that is not a registered organization (to the extent relevant in the applicable jurisdiction of organization); provided that neither the Parent nor any Issuer hall effect or permit any such change unless all filings have been made, or will have been made within 10 days following such change (or such longer period as the First Lien Collateral Agent may agree in its sole discretion at the direction of holders of a majority of the Notes), under the Uniform Commercial Code (or its equivalent in any applicable jurisdiction) that are required in order for the First Lien Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the First Lien Collateral in which a security interest may be perfected by such filing, for the benefit of the Secured Parties, does not have a perfected LienFirst Lien Trustee, the Company First Lien Collateral Agent and each applicable Grantor shall promptly:any other secured parties. (1d) execute and deliver to Within 90 days after the acquisition of any Material Real Property after the Issue Date (or such later date as the First Lien Collateral Agent such amendments to may reasonably agree (acting at the Guarantee direction of the majority of the holders of the Notes)), (i) grant and Collateral Agreement or such other documents as cause each of the Collateral Agent deems necessary or advisable Notes Parties to grant to the First Lien Collateral AgentAgent security interests in, and Mortgages on, such Material Real Property pursuant to documentation in a form reasonably acceptable to the Issuer and the First Lien Collateral Agent acting at the direction of a majority of the holders of the Notes), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens, (ii) deliver for recording or filing, with all required documentation, the Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the First Lien Collateral Agent (for the benefit of the First Priority Notes Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable required to grant be granted pursuant to the Collateral AgentMortgages and pay, for the benefit of the Secured Partiesand cause each such Notes Party to pay, a perfected first priority security interest in full, all Taxes, fees and other charges required to be paid in connection with such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement recording or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgagefiling, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant subject to clause (1g) instead of a Mortgagebelow, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2iii) deliver to the First Lien Collateral Agent the certificates representing an updated Schedule 1.01 reflecting such Capital Stock, together with undated stock powers, in blank, executed Mortgaged Properties and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3iv) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required unless otherwise waived by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the First Lien Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of each such Mortgage, cause the type described requirements set forth in clause (dh) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company “Collateral and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required Requirement” to be so pledged), (2) if commercially reasonable, deliver satisfied with respect to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentMaterial Real Property.

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant From and after the Issue Date, and subject to the Guarantee limitations and Collateral Agreement, exceptions set forth in the First Lien Notes Security Documents and this Indenture (including with respect to Excluded Assets), upon the acquisition by any of the Issuer or the Domestic Guarantors of any assets (other than Excluded Assets), including, but not limited to, any Material Real Property, that qualifies as Collateral, that, in any such case, form part of the Collateral, the Issuer or such Domestic Guarantor shall execute and deliver and file, as applicable (i) with regard to real property acquired after that qualifies as Collateral, the items described under Section 11.05 within 90 days of the date of acquisition of the applicable asset (as such date may be adjusted to the extent any such actions are not or cannot be completed within such timeframe as a result of the occurrence of the COVID-19 pandemic (including without limitation, as a result of any notary services being unavailable) after the use of commercially reasonable efforts to do so or without undue burden or expense or risk to human health) and (ii) with regard to any other after-acquired property that qualifies as Collateral, the Issuer or such Domestic Guarantor shall execute, file and deliver, to the extent required by this Indenture by and/or the Company or First Lien Notes Security Documents, any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agentinformation, for the benefit of the Secured Partiesdocumentation, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions or other certificates and opinions of counsel as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect necessary to any fee interest vest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiaryperfected security interest, with the priority required by this Indenture and the First Lien Notes Security Documents, subject only to Permitted Liens and the perfection exceptions (as provided in the First Lien Notes Security Documents), in form such after-acquired property and substance reasonably satisfactory to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture and the First Lien Notes Security Documents relating to the Collateral Agent, shall be deemed to relate to such after-acquired property to the same extent and with appropriate insertions the same force and attachments, and (4) if requested by the Collateral Agent, deliver to effect. Neither the Collateral Agent legal opinions relating nor the Trustee undertakes any responsibility whatsoever to determine whether any of the matters described above, which opinions shall be in form and substanceforegoing covenants have been satisfied, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to neither shall have any new Foreign Subsidiary (or Domestic Subsidiary liability whatsoever arising out of the type described in clause (d) failure of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company Issuer or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of Guarantors to satisfy such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentrequirements.

After-Acquired Collateral. (a) Unless otherwise directed by an Act If any Subsidiary of Required Debtholders any Grantor becomes a Subsidiary Guarantor after the date hereof pursuant to Section 4.24, such Subsidiary shall cause the Guarantee and Collateral Agreement, Requirement to be satisfied with respect to any property such Subsidiary (within thirty (30) days after such Subsidiary is formed or acquired after the date or becomes a Material Subsidiary or ceases to qualify as a CFC or a direct or indirect Subsidiary of this Indenture by the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral AgentCFC). (b) With respect to any fee interest in any real property having a value (together with improvements thereof) Each of at least $5,000,000 acquired after the Grantors hereby covenants and agrees that on the date hereof and thereafter until the Maturity Date, such Grantor shall, and shall cause each of this Indenture its Subsidiaries to promptly upon delivery to the collateral agent under the Credit Agreement or upon request by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Notes Collateral Agent, for or any Holder through the benefit of Notes Collateral Agent with respect to the Secured Partiescomparable documents thereunder (i) correct any material defect or error that may be discovered in any Notes Security Document or in the execution, covering acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such real property, (2) if requested by the Collateral Agentfurther acts, provide the Secured Parties with deeds, certificates, assurances and other instruments as is necessary in order to (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for carry out more effectively the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral AgreementNotes Security Documents, (B) to take such actions necessary the fullest extent permitted by applicable Law, subject any Grantor’s properties, assets, rights or advisable interests that constitute (or are intended to grant constitute) Collateral to the Collateral Agent for the benefit Liens now or hereafter intended to be covered by any of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiaryNotes Security Documents, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) perfect and maintain the validity, effectiveness and priority of any of the Notes Security Documents and any of the Liens intended to deliver be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Notes Secured Parties the rights granted or now or hereafter intended to be granted to the Collateral Agent a customary closing certificate of such Subsidiary, Notes Secured Parties under any Notes Security Document or under any other instrument executed in form and substance reasonably satisfactory to the Collateral Agent, connection with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentNotes Security Document.

After-Acquired Collateral. (a) Unless otherwise directed by an Act of Required Debtholders pursuant From and after the Issue Date, and subject to the Guarantee limitations and Collateral Agreement, exceptions set forth in the Third Lien Notes Security Documents and this Indenture (including with respect to Excluded Assets), upon the acquisition by any of the Issuer or the Domestic Guarantors of any assets (other than Excluded Assets), including, but not limited to, any Material Real Property, that qualifies as Collateral, that, in any such case, form part of the Collateral, the Issuer or such Domestic Guarantor shall execute and deliver and file, as applicable (i) with regard to real property acquired after that qualifies as Collateral, the items described under Section 11.05 within 90 days of the date of acquisition of the applicable asset (as such date may be adjusted to the extent any such actions are not or cannot be completed within such timeframe as a result of the occurrence of the COVID-19 pandemic (including without limitation, as a result of any notary services being unavailable) after the use of commercially reasonable efforts to do so or without undue burden or expense or risk to human health) and (ii) with regard to any other after-acquired property that qualifies as Collateral, the Issuer or such Domestic Guarantor shall execute, file and deliver, to the extent required by this Indenture by and/or the Company or Third Lien Notes Security Documents, any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agentinformation, for the benefit of the Secured Partiesdocumentation, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions or other certificates and opinions of counsel as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect necessary to any fee interest vest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiaryperfected security interest, with the priority required by this Indenture and the Third Lien Notes Security Documents, subject only to Permitted Liens and the perfection exceptions (as provided in the Third Lien Notes Security Documents), in form such after-acquired property and substance reasonably satisfactory to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture and the Third Lien Notes Security Documents relating to the Collateral Agent, shall be deemed to relate to such after-acquired property to the same extent and with appropriate insertions the same force and attachments, and (4) if requested by the Collateral Agent, deliver to effect. Neither the Collateral Agent legal opinions relating nor the Trustee undertakes any responsibility whatsoever to determine whether any of the matters described above, which opinions shall be in form and substanceforegoing covenants have been satisfied, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to neither shall have any new Foreign Subsidiary (or Domestic Subsidiary liability whatsoever arising out of the type described in clause (d) failure of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company Issuer or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of Guarantors to satisfy such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentrequirements.

After-Acquired Collateral. (ai) Unless otherwise directed by an Act If the Company or any Guarantor acquires any property which is of Required Debtholders pursuant a type constituting Collateral under the Security Documents (excluding, for the avoidance of doubt, any Excluded Assets), it may be required to execute and deliver, or cause to be executed and delivered, to the Guarantee Notes Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions as are required under this Indenture or the Security Documents (including the filing and recording of financing statements, fixture filings, mortgages and other documents and such other actions or deliveries of the type required by this Indenture, as applicable), to vest in the Notes Collateral AgreementAgent a perfected security interest (subject to Permitted Liens and other Liens permitted by this Indenture, which include certain purchase money security interests) in such after-acquired property and to have such after-acquired property included as part of the Collateral, and thereupon all provisions of the Security Documents and this Indenture relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with respect the same force and effect. However, no Guarantor will be required to any mortgage real property acquired after the date Issue Date at all if (a) such property has a fair market value of less than $5.0 million, (b) such property is secured by certain liens permitted under this Indenture or (c) the Company intends to sell such property within six months or such longer period permitted by the ABL Collateral Agent with respect to similar obligations under the ABL Credit Agreement. (ii) If any U.S. registered intellectual property which constitutes Collateral under the Security Documents (excluding, for the avoidance of doubt, any Excluded Assets) is acquired by the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which Restricted Subsidiary that is a Guarantor after the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected LienIssue Date, the Company will on an annual basis on each anniversary of the Issue Date take, and cause each applicable Grantor Restricted Subsidiary that is a Guarantor to take, such actions as shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems be necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Notes Collateral Agent. Agent (b) With respect to any fee interest in any real property having a value (together with improvements thereof) at the written direction of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting holders of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor majority of the Collateral Agent, for the benefit aggregate principal amount of the Secured Parties, covering such real property, (2notes then outstanding) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of and perfect such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiaryLiens, including the filing execution and filing, at the Company’s cost, of Uniform Commercial Code financing statements in such jurisdictions as may be required by intellectual property security agreements with the Guarantee United States Patent and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company Trademark Office or the relevant GuarantorUnited States Copyright Office, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentapplicable.

After-Acquired Collateral. From and after the Issue Date, and subject to the Perfection Exceptions and the limitations and exceptions set forth in the Security Documents, if (a) Unless otherwise directed by an Act any Subsidiary of Required Debtholders pursuant to the Guarantee and Collateral Agreement, with respect to any property acquired after the date of this Indenture by the Company Holdings becomes a Guarantor or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than acquires any such real property subject to a Permitted Lien or rights which precludes the granting are of a Mortgage thereontype constituting Collateral under any Security Document (excluding, for the avoidance of doubt, any Excluded Property or assets not required to be Collateral pursuant to this Indenture or the Security Documents), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Security Document (within the time period required under this Indenture or thereunder) to vest in the Notes Collateral Agent a first first-priority Mortgage perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or where appropriate under the circumstancesall of its assets, an amendment to an existing Mortgageexcept Excluded Property, in each the case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering a new Guarantor) and to take such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering actions to add such real property in an amount at least equal to the purchase price of such real property after-acquired collateral (or such other amount as shall be reasonably specified by assets, in the Collateral Agentcase of a new Guarantor) in form to the Collateral, and substance reasonably satisfactory thereupon all provisions of this Indenture and the Security Documents relating to the Collateral Agentshall be deemed to relate to such after-acquired collateral (or such assets, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead in the case of a Mortgage, an endorsement new Guarantor) to the existing title policy adding such property as an insured parcel, same extent and (B) any consents or estoppels reasonably deemed necessary or advisable by with the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form same force and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) effect. From and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by Issue Date, if the Company or any Guarantor (whichcreates any additional security interest upon any property or asset to secure any First Lien Obligations, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to it must substantially concurrently grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first first-priority security interest (subject to Permitted Liens and the Perfection Exceptions) upon any such property or asset, as security for the First Lien Notes Obligations. For the avoidance of doubt, Opinions of Counsel will not be required in connection with any additional Guarantors entering into the Security Documents or to vest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Notes Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or after-acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is collateral owned by the Company or such Guarantors. Subject to the Perfection Exceptions and any applicable limitations set forth in the Security Documents and other than when in the reasonable determination of Holdings the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Holders therefrom, Holdings will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the Company and/or any other applicable Subsidiary Guarantor (provided that to take, such actions as shall be necessary or reasonably requested by the Notes Collateral Agent, as soon as commercially reasonable but in no event shall more later than 65% 90 days to grant and perfect such Liens consistent with the applicable requirements of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonableSecurity Documents, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, including actions described in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentthis Section 3.18.

After-Acquired Collateral. (a) Unless otherwise directed If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an Act of Required Debtholders pursuant entity at the time it becomes a Guarantor (in each case other than (x) assets constituting First Lien Collateral under a First Lien Collateral Document that become subject to the Guarantee Lien of such First Lien Collateral Document upon acquisition thereof, (y) Excluded Property or Excluded Securities and Collateral Agreement(z) assets of any Issuer or Guarantor organized outside the Xxxxxx Xxxxxx, Xxxxxxxxxx, xxx Xxxxxx Xxxxxxx, Xxxxxxx or the Netherlands for so long as, and to the extent with respect to any property acquired after the date of this Indenture clause (z), excluded by the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agent, for the benefit reason of the Secured Partiesfinal paragraph of the definition of the term “Collateral and Guarantee Requirement”), does not have a perfected Liensuch Issuer or Guarantor, as applicable, will (i) notify the Company First Lien Collateral Agent of such acquisition or ownership and each applicable Grantor shall promptly: (1ii) execute and deliver subject (where applicable) to the Collateral Agent such amendments to the Agreed Guarantee and Collateral Agreement or Security Principles, cause such other documents asset to be subjected to a Lien (subject to any Permitted Liens) securing the First Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, all such actions as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may shall be reasonably requested by the Collateral AgentAgent to cause the Collateral and Guarantee Requirement to be satisfied with respect to such asset, including actions described in Section 4.19. (b) With If any Restricted Subsidiary becomes a Guarantor after the Issue Date, then the Issuers and the Guarantors shall cause the Collateral and Guarantee Requirement to be satisfied with respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company Restricted Subsidiary and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any other real property for which an ALTA survey was obtained when such property was acquired) Issuer or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentGuarantor. (c) With respect Notwithstanding anything to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of contrary set forth in this Indenture by the Company or any Guarantor (whichother Note Document, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases First Lien Collateral Documents to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days entered into on the Issue Date shall consist solely of the creation or acquisition thereof Issue Date Security Documents. Within 15 days following the Company Issue Date, the applicable Issuers and each applicable Guarantor shall: (1) execute and deliver Guarantors shall enter into the Luxembourg Law Initial Security Document. Subject, where applicable, to the Collateral Agent such amendments to the Agreed Guarantee and Collateral Agreement as Security Principles, the Collateral Agent deems necessary or advisable to grant to Issuers and the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to Guarantors shall take such actions necessary or advisable as shall be reasonably requested by the First Lien Collateral Agent to grant cause the assets (to the extent owned thereby on the Issue Date and other than (x) assets constituting First Lien Collateral Agent under a First Lien Collateral Document in effect, (y) assets constituting Excluded Property or Excluded Securities and (z) assets of any Issuer or Guarantor organized outside the Xxxxxx Xxxxxx, Xxxxxxxxxx, xxx Xxxxxx Xxxxxxx, Xxxxxxx or the Netherlands for so long as, and to the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement extent with respect to such new Subsidiarythis clause (z), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required excluded by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary reason of the type described in clause (d) final paragraph of the definition of Excluded Subsidiarythe term “Collateral and Guarantee Requirement”) created or acquired of the Issuers and the Guarantors (to the extent constituting such on the Issue Date) to be subjected to a Lien (subject to any Permitted Liens) securing the First Priority Notes Obligations and the Collateral and Guarantee Requirement to be satisfied (as if each Guarantor were a Person that became a Guarantor after the Issue Date) in each case within 90 days following the Issue Date (or such later date of this Indenture as the First Lien Collateral Agent may agree in its sole discretion; provided that the First Lien Collateral Agent shall agree to a reasonably selected later date if the Issuer shall have delivered to the First Lien Collateral Agent an Officers’ Certificate certifying that such actions cannot be reasonably completed with commercially reasonable efforts due to factors caused by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, COVID-19 virus (it being acknowledged and agreed that the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the First Lien Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory entitled to the Collateral Agentrely conclusively upon such Officers’ Certificate without any independent verification thereof)).