Common use of After-Acquired Collateral Clause in Contracts

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an 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 Lien of such Second 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 Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, such actions as shall be required to cause the Collateral and 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 will cause the Collateral and 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 Issuer or Guarantor.

After-Acquired Collateral. (a) If (a) any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an entity at the time it Subsidiary becomes a Guarantor or (in each case other than (xb) assets the Issuers or any Guarantor acquires any property or rights which are of a type constituting Second Lien Collateral under a Second Lien any Collateral Document that become subject (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to the Lien of such Second Lien be 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 pursuant to this clause (zIndenture or the Collateral Documents), 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 Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, or such actions as Guarantor shall be required to cause the execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Collateral and Guarantee Requirement to be satisfied Document, and, with respect to property that constitutes Material Real Property, deliver security instruments, title insurance policies, local counsel opinions, and real property surveys within the same timeline and otherwise covering the same scope as are required by the Credit Agreement, to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens) in such assetafter-acquired collateral (or all of its assets, including except Excluded Assets, in the case of a new Guarantor) and to take such actions described in Section 4.19to add such after-acquired collateral to the Collateral, 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. (b) If Notwithstanding the foregoing, opinions of counsel will not be required in connection with any Restricted Subsidiary becomes a Guarantor after the Issue Date, then the Issuers and the additional Guarantors will cause entering into the Collateral and Guarantee Requirement Documents or to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest vest in or Indebtedness of such Restricted Subsidiary the Notes Collateral Agent a perfected security interest in after-acquired collateral owned by or on behalf of any Issuer or Guarantorsuch Guarantors.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor From and after the Issue Date or owned by an entity at the time it Date, if (a) any Subsidiary becomes a Guarantor or (in each case other than (xb) assets the Company or any Subsidiary Guarantor acquires any property or rights which are of a type constituting Second Lien Collateral under a Second Lien any Collateral Document that become (excluding, for the avoidance of doubt, any Excluded Collateral or assets not required to be Collateral pursuant to this Indenture or the Collateral Documents), the Company or such Subsidiary Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Collateral Document to vest in the Notes Collateral Agent a security interest (subject to the Lien of such Second Lien Collateral Document upon acquisition thereofPermitted Liens, (y) assets constituting Excluded Property or Excluded Securities and (z) assets including any pari passu liens that secure obligations in respect of any Issuer or Guarantor organized outside the United States or Luxembourg for so long as, other Pari Obligations and to the extent prior liens that secure ABL Obligations with respect to this clause ABL Priority Collateral) in such after-acquired collateral (z)or all of its assets, excluded by reason except Excluded Collateral, in the case of the final paragraph of the definition of the term “Collateral a new Guarantor) and Guarantee Requirement”), such Issuer or Guarantor, as applicable, will (i) notify the Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, take such actions as shall be required to cause add such after-acquired collateral to the Collateral and Guarantee satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Collateral Documents relating to the Collateral shall be satisfied with respect deemed to relate to such asset, including actions described in Section 4.19after-acquired collateral to the same extent and with the same force and effect. (b) If Notwithstanding the foregoing, opinions of counsel will not be required in connection with any Restricted Subsidiary becomes a Guarantor after the Issue Date, then the Issuers and the additional Guarantors will cause entering into the Collateral and Guarantee Requirement Documents or to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest vest in or Indebtedness of such Restricted Subsidiary the Notes Collateral Agent a perfected security interest in after-acquired collateral owned by or on behalf of any Issuer or Guarantorsuch Guarantors.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an 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 Lien of such Second Lien Collateral Document upon acquisition thereof, (y) assets constituting Excluded Property or Excluded Securities From 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 Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, such actions as shall be required to cause the Collateral and 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 if the Issuers and Issuer, Intermediate Holdings or any Note Guarantor acquires any property or asset required to be pledged pursuant to the Guarantors will cause Indenture or the Collateral Documents, including any Material Real Property, it must as promptly as practicable execute and Guarantee Requirement to be satisfied with respect to deliver such Restricted Subsidiary and security instruments, financing statements, Mortgages and, with respect to any Equity Interest Material Real Property, deliver such title insurance policies and certificates and opinions of counsel and surveys as required under the section below entitled “— Real estate mortgages and filings” as are required under the Indenture, the Intercreditor Agreement and the Collateral Documents to vest in the Collateral Agent a perfected security interest with the priority set forth in the Intercreditor Agreement upon such property or asset as security for the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and as may be necessary to have such property or asset added to the Collateral and thereupon all provisions of the Indenture 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. See “Risk factors — Risks Related to our Indebtedness and the New Notes— Rights of such Restricted Subsidiary owned holders of the New Notes in the Collateral may be adversely affected by or on behalf of any Issuer or Guarantorthe failure to perfect security interests in Collateral.”

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor From and after the Issue Date or owned by an 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 and subject to the terms of the Security Documents and the Intercreditor Agreement, if any, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Security Document (excluding, for the avoidance of doubt, any Excluded Property) and which are not automatically subject to the perfected Lien of such Second the First Lien Collateral Document upon acquisition thereofAgent, (y) assets constituting Excluded Property or Excluded Securities it will, at its sole cost and (z) assets expense, execute and deliver such security instruments, financing statements and such certificates and Opinions of any Issuer or Guarantor organized outside the United States or Luxembourg for so long as, and Counsel to the extent with respect required under this Indenture or any Security Documents to this clause (z), excluded by reason of vest in the final paragraph of the definition of the term “Collateral and Guarantee Requirement”), such Issuer or Guarantor, as applicable, will (i) notify the Second 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 perfected security interest (subject only to any Permitted Liens) securing in such after-acquired Collateral and to take such actions to add such after-acquired Collateral to the Second Priority Notes Obligations byCollateral, and take, thereupon all provisions of this Indenture and cause the Issuers and Guarantors Security Documents relating to take, such actions as the Collateral shall be required deemed to cause the Collateral and Guarantee Requirement to be satisfied with respect relate to such asset, including actions described in Section 4.19. (b) If any Restricted Subsidiary becomes a Guarantor after after-acquired Collateral to the Issue Date, then the Issuers and the Guarantors will cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary same extent and with respect the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Security Documents or to vest in the First Lien Collateral Agent a perfected security interest in such after-acquired Collateral. Neither the Trustee nor the First Lien Collateral Agent shall have any Equity Interest duty to monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the perfection of or take any actions to perfect the security interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Issuer or Guarantorthe Collateral.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor From and after the Issue Date or owned by an entity at the time it Date, if (a) any Subsidiary becomes a Guarantor or (in each case other than (xb) assets the Company or any Subsidiary Guarantor acquires any property or rights which are of a type constituting Second Lien Collateral under any Security Document (excluding, for the avoidance of doubt, any Excluded Collateral or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company or such Subsidiary Guarantor 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 to vest in the Notes Collateral Agent a Second Lien Collateral Document that become security interest (subject to the Lien of such Second Lien Collateral Document upon acquisition thereofPermitted Liens, (y) assets constituting Excluded Property or Excluded Securities and (z) assets including any pari passu liens that secure obligations in respect of any Issuer or Guarantor organized outside the United States or Luxembourg for so long as, other Pari Obligations and to the extent prior liens that secure ABL Obligations with respect to this clause ABL Priority Collateral) in such after-acquired collateral (z)or all of its assets, excluded by reason except Excluded Collateral, in the case of the final paragraph of the definition of the term “Collateral a new Guarantor) and Guarantee Requirement”), such Issuer or Guarantor, as applicable, will (i) notify the Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, take such actions as shall be required to cause add such after-acquired collateral to the Collateral and Guarantee satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be satisfied with respect deemed to relate to such asset, including actions described in Section 4.19after-acquired collateral to the same extent and with the same force and effect. (b) If Notwithstanding the foregoing, opinions of counsel will not be required in connection with any Restricted Subsidiary becomes additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent a Guarantor after the Issue Date, then the Issuers and the Guarantors will cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest perfected security interest in or Indebtedness of such Restricted Subsidiary after-acquired collateral owned by or on behalf of any Issuer or Guarantorsuch Guarantors.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an 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 Lien of such Second Lien Collateral Document upon acquisition thereof, (y) assets constituting Excluded Property or Excluded Securities From 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 Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, such actions as shall be required to cause the Collateral and 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 and subject to certain limitations and exceptions set forth in the Security Documents and in this Indenture, if the Issuers or any Guarantor acquire any property or rights of 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 Indenture or the Security Documents), it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under the Indenture or any Security Document to vest in the Collateral Agent (or prior to the repayment in full of the obligations under the Senior Credit Facilities, the Senior Credit Facilities Collateral Agent, as non-fiduciary bailee for the Collateral Agent) for the benefit of the Notes Secured Parties, a perfected security interest (subject to Permitted Liens, including any pari passu liens that secure obligations in respect of any other first lien obligations) in such after-acquired collateral and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all provisions of the Indenture and the Guarantors will cause Security Documents relating to the Collateral and Guarantee Requirement shall be deemed to be satisfied with respect relate to such Restricted Subsidiary after-acquired collateral to the same extent and with respect the same force and effect. Opinions of counsel may not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Security Documents or to any Equity Interest vest in or Indebtedness of such Restricted Subsidiary the applicable Collateral Agent a perfected security interest in after-acquired collateral owned by or on behalf of any Issuer or Guarantorsuch Guarantors.

After-Acquired Collateral. (a) If on any asset is acquired by any Issuer or Guarantor after date following the Issue Date or owned by an 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 Date, and subject to the Lien of such Second Lien Collateral Document upon acquisition thereof, (y) assets constituting Excluded Property or Excluded Securities limitations 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 exceptions set forth in the definition of the term “Collateral and Guarantee Requirement”),” if any Grantor acquires any property or rights which are of a type constituting Collateral under any Security Document (excluding, such Issuer for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral pursuant to this Indenture or the Security Documents) or upon a Subsidiary becoming a Guarantor, the Grantor will be required to execute and deliver such security instruments, financing statements and such certificates as applicable, will (i) notify are required under this Indenture or any Security Document to vest in the Second Lien Notes 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 perfected security interest (subject to any Permitted Liens), in the case of after-acquired collateral, in such after-acquired collateral or, in the case of a new Subsidiary Guarantor, in all of its property (other than Excluded Assets or assets not required to be Collateral pursuant to this Indenture or the Security Documents)) securing the Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, take such actions as shall be required to cause add such collateral to the Collateral, including satisfying the Collateral and Guarantee Requirement to be satisfied with respect to such assetcollateral, including actions described in Section 4.19and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such collateral to the same extent and with the same force and effect. (b) If any Restricted Subsidiary becomes Notwithstanding the foregoing, opinions of counsel will not be required in connection with the addition of new Guarantors by execution of a Guarantor after supplemental indenture in the Issue Date, then form of Exhibit D or in connection with such Guarantors entering into the Issuers and Security Documents or to vest in the Guarantors will cause the Notes Collateral and Guarantee Requirement to be satisfied with respect to Agent a perfected security interest in such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Issuer or Guarantorafter-acquired collateral.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an 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 Lien of such Second Lien Collateral Document upon acquisition thereof, (y) assets constituting Excluded Property or Excluded Securities From 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 Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, such actions as shall be required to cause the Collateral and 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 if the Issuers Issuer or any Guarantor acquires any property or rights which are of a type 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), it shall execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Security Document to vest in the Notes Collateral Agent a perfected 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, and thereupon all provisions of this Indenture and the Guarantors will cause Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and Guarantee Requirement with the same force and effect. For the avoidance of doubt, Opinions of Counsel will not be required in connection with the addition of new Subsidiary Guarantors or in connection with such Subsidiary Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent a perfected security interest in after-acquired collateral owned by such Subsidiary Guarantors unless such Opinions of Counsel are required to be satisfied delivered to the Bank Collateral Agent with respect to the Credit Agreement Obligations, provided that, if any such Restricted Subsidiary Security Documents are to be executed by the Notes Collateral Agent, the Notes Collateral Agent shall be entitled to receive an Opinion of Counsel to the effect that all conditions precedent under this Indenture and with respect the Security Documents to any Equity Interest in or Indebtedness the execution of such Restricted Subsidiary owned Security Document have been complied with and that such Security Document is authorized or permitted by or on behalf of any Issuer or Guarantorthis Indenture.

After-Acquired Collateral. (a) If any asset is acquired by any From and after the Effective Date, and subject to certain limitations and exceptions, if the Issuer or any Guarantor after the Issue Date acquires any property or owned by an entity at the time it becomes rights which are of a Guarantor (in each case other than (x) assets type constituting Second Lien Collateral under any Security Document (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral pursuant to the Security Documents), it will be required to execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under this Indenture or any Security Document to vest in the Notes Collateral Agent a Second Lien Collateral Document that become perfected security interest (subject to the Lien of Permitted Liens) in such Second 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, after-acquired collateral and to take such actions to add such after-acquired collateral to the extent Collateral including satisfying the Collateral Requirement with respect to such after-acquired collateral, and thereupon all provisions of this clause (z)Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, excluded by reason opinions of counsel will not be required in connection with the final paragraph addition of new Guarantors or in connection with such Guarantors entering into the definition of Security Documents or to vest in the term “Collateral and Guarantee Requirement”), such Issuer or Guarantor, as applicable, will (i) notify the Second Lien Notes Collateral Agent of a perfected security interest in 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 after-acquired collateral. With respect to any Permitted Liens) securing Collateral constituting Material Real Property acquired after the Second Priority Notes Obligations byEffective Date, and take, and cause the Issuers and Guarantors to take, such actions as Issuer shall be required to cause the Collateral and 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 within 120 days of the Issue Date, then the Issuers and the Guarantors will cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness acquisition of such Restricted Subsidiary owned by or on behalf Material Real Property. Table of any Issuer or Guarantor.Contents

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an 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 Lien of such Second Lien Collateral Document upon acquisition thereof, (y) assets constituting Excluded Property or Excluded Securities From 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 Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, such actions as shall be required to cause the Collateral and 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 if (a) any Subsidiary of Propco becomes a Secured Guarantor or (b) Propco or any Secured Guarantor acquires any property or rights which are of a type constituting Collateral under any Security Document (excluding, for the Issuers avoidance of doubt, any assets not required to be Collateral pursuant to this Indenture or the Security Documents), Propco or such Secured Guarantor will be required to execute and the Guarantors will cause deliver such security instruments, mortgages, financing statements and such certificates as are required under this Indenture or any Security Document to vest in the Collateral Trustee a security interest (subject to Permitted Liens) in such after-acquired collateral and Guarantee Requirement to be satisfied with respect take such actions to add such Restricted Subsidiary after-acquired collateral to the Collateral (and with respect to any Equity Interest mortgage, deliver to the Collateral Trustee such ancillary deliverables, including local counsel opinions and title insurance, similar in or Indebtedness form to that delivered for the Real Property Collateral as of the Issue Date), and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such Restricted Subsidiary owned by or on behalf of any Issuer or Guarantorafter-acquired collateral to the same extent and with the same force and effect.

After-Acquired Collateral. From and after the date of this Indenture, and subject to the terms of this Indenture and the Security Documents, if (a) If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an 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 Lien of such Second 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 Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, such actions as shall be required to cause the Collateral and 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 or (b) the Issue DateIssuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Security Document (excluding, then for the Issuers avoidance of doubt, any Excluded Assets or assets not required to be Collateral pursuant to this Indenture or the Security Documents), it will be required to execute and deliver such mortgages, security instruments, financing statements and such certificates, title insurance policies, surveys and opinions as are and solely to the extent required under this Indenture or any Security Document to vest in the Notes Collateral Agent a perfected first-priority security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions as are and solely to the extent required under this Indenture or any Security Document to add such after-acquired collateral to the Collateral, in each case, except to the extent waived by the Bank Collateral Agent (as shall be set forth in an Officer’s Certificate delivered by the Issuer to the Notes Collateral Agent and the Guarantors will cause Trustee), and thereupon all provisions of the Indenture and the Security Documents relating to the Collateral and Guarantee Requirement shall be deemed to be satisfied with respect relate to such Restricted Subsidiary after-acquired collateral to the same extent and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Issuer or Guarantorthe same force and effect.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor From and after the Issue Date or owned by an entity at the time it Date, if (a) any Subsidiary becomes a Guarantor or (in each case other than (xb) assets the Issuer or any Guarantor acquires any property or rights which are of a type constituting Second Lien Collateral under a Second Lien any Security Document (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral Document that become subject pursuant to this Indenture or the Lien of such Second Lien Collateral Document upon acquisition thereofSecurity Documents), (y) assets constituting Excluded Property or Excluded Securities and (z) assets of any the Issuer or such Guarantor organized outside 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 to vest in 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 Second Lien Notes 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 security interest (subject to any Permitted Liens) securing in such after-acquired collateral (or all of its assets, except Excluded Assets, in the Second Priority Notes Obligations by, case of a new Guarantor) and take, and cause the Issuers and Guarantors to take, take such actions as shall be required to cause add such after-acquired collateral to the Collateral and Guarantee satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be satisfied with respect deemed to relate to such asset, including actions described in Section 4.19after-acquired collateral to the same extent and with the same force and effect. (b) If Notwithstanding the foregoing, opinions of counsel will not be required in connection with any Restricted Subsidiary becomes additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent a Guarantor after the Issue Date, then the Issuers and the Guarantors will cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest perfected security interest in or Indebtedness of such Restricted Subsidiary after-acquired collateral owned by or on behalf of any Issuer or Guarantorsuch Guarantors.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an 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 Lien of such Second Lien Collateral Document upon acquisition thereof, (y) assets constituting Excluded Property or Excluded Securities From 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 Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, such actions as shall be required to cause the Collateral and 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 and subject to certain limitations and exceptions, if the Issuers Issuer or any Guarantor acquires any property or rights which are of 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 Security Documents), it will be required to execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under this Indenture or any Security Document to vest in the Notes Collateral Agent a perfected 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 including satisfying the Collateral Requirement with respect to such after-acquired collateral, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, opinions of counsel will not be required in connection with the addition of new Guarantors will or in connection with such Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateral. With respect to any Collateral constituting Material Real Property acquired after the Issue Date, the Issuer shall cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness within 120 days of the acquisition of such Restricted Subsidiary owned by or on behalf of any Issuer or GuarantorMaterial Real Property.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor From and after the Issue Date Date, and subject to certain limitations and exceptions described in this Indenture and/or the Security Documents, if the Company or owned by an entity at the time it becomes any Subsidiary Guarantor acquires any property or rights which are of a Guarantor (in each case other than (x) assets type constituting Second Lien Collateral under a Second Lien Collateral any Security Document that become subject to (excluding, for the Lien avoidance of such Second Lien Collateral Document upon acquisition thereofdoubt, (y) assets constituting any 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 not required to the extent with respect be Collateral pursuant to this clause (z)Indenture or the Security Documents) or if the Company or any Subsidiary Guarantor creates or is required to create any additional security interest upon any property or rights to secure any First Lien Obligations, excluded by reason of 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 to vest in the final paragraph of the definition of the term “Collateral and Guarantee Requirement”), such Issuer or Guarantor, as applicable, will (i) notify the Second Lien Notes 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 perfected security interest (subject to any Permitted Liens) securing the Second Priority Notes Obligations by, in such property and take, and cause the Issuers and Guarantors to take, take such actions as shall be required to cause add such property to the Collateral and Guarantee Requirement thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be satisfied with respect deemed to relate to such asset, including actions described in Section 4.19property to the same extent and with the same force and effect. (b) If any Restricted Notwithstanding the foregoing, opinions of counsel will not be required in connection with the addition of new Subsidiary becomes Guarantors or in connection with such Subsidiary Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent a Guarantor after the Issue Date, then the Issuers and the Guarantors will cause the Collateral and Guarantee Requirement to be satisfied with respect to perfected security interest in such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Issuer or Guarantorafter-acquired collateral.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor From and after the Issue Date Date, if (a) any Parent Entity or owned by an entity at the time it Subsidiary becomes a Guarantor or (in each case other than (xb) assets the Company or any Guarantor acquires any property or rights which are of a type constituting Second Lien Collateral under a Second Lien any Security Document (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral Document that become subject to the Lien of such Second 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 pursuant to this clause (zIndenture or the Security Documents), excluded by reason of it shall execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Security Document to vest in the final paragraph of the definition of the term “Collateral and Guarantee Requirement”), such Issuer or Guarantor, as applicable, will (i) notify the Second Lien Notes 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 security interest (subject to any Permitted Liens) securing in such after acquired collateral (or all of its assets, except Excluded Assets, in the Second Priority Notes Obligations by, case of a new Guarantor) and take, and cause the Issuers and Guarantors to take, take such actions as shall be required to cause add such after-acquired collateral to the Collateral and Guarantee satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be satisfied with respect deemed to relate to such asset, including actions described in Section 4.19after-acquired collateral to the same extent and with the same force and effect. (b) If Notwithstanding the foregoing, opinions of counsel will not be required in connection with any Restricted Subsidiary becomes additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent a Guarantor after the Issue Date, then the Issuers and the Guarantors will cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest perfected security interest in or Indebtedness of such Restricted Subsidiary after-acquired collateral owned by or on behalf of any Issuer or Guarantorsuch Guarantors.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor after the Issue Date or owned by an 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 Lien of such Second Lien Collateral Document upon acquisition thereof, (y) assets constituting Excluded Property or Excluded Securities From 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 Second 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 Second Priority Notes Obligations by, and take, and cause the Issuers and Guarantors to take, such actions as shall be required to cause the Collateral and 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 subject to the Issuers Intercreditor Agreement and any other Pari Passu Intercreditor Agreement, if (a) any Subsidiary becomes a Guarantor pursuant to Section 4.16 or (b) the Company or any Guarantor acquires any property or rights which are of a type constituting Collateral under the Notes Security Agreement (excluding, for the avoidance of doubt, any Excluded Assets or assets expressly not required to be Collateral pursuant to this Indenture or the Security Documents), it will be required to execute and deliver such security instruments, financing statements and certificates as are required under this Indenture and/or the Notes Security Agreement (for avoidance of doubt, after taking into account any exclusions or exceptions to the Collateral and/or the requirements to perfect a security interest in the Collateral pursuant to the Notes Security Agreement or other applicable Security Document) to vest in the Notes Collateral Agent a 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, and thereupon all provisions of this Indenture and the Guarantors will cause Security Documents relating to the Collateral and Guarantee Requirement shall be deemed to be satisfied with respect relate to such Restricted Subsidiary after-acquired collateral to the same extent and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Issuer or Guarantorthe same force and effect.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor From and after the Issue Date or owned by an 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 and subject to the terms of the Notes Security Documents and the Intercreditor Agreement, if any, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Security Document (excluding, for the avoidance of doubt, any Excluded Property) and which are not automatically subject to the perfected Lien of the Notes Collateral Agent, it will, at its sole cost and expense, execute and deliver such Second Lien Collateral Document upon acquisition thereofsecurity instruments, (y) assets constituting Excluded Property or Excluded Securities financing statements and (z) assets such certificates and Opinions of any Issuer or Guarantor organized outside the United States or Luxembourg for so long as, and Counsel to the extent with respect required under this Indenture or any Notes Security Documents to this clause (z), excluded by reason of vest in the final paragraph of the definition of the term “Collateral and Guarantee Requirement”), such Issuer or Guarantor, as applicable, will (i) notify the Second Lien Notes 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 perfected security interest (subject only to any Permitted Liens) securing in such after-acquired Collateral and to take such actions to add such after-acquired Collateral to the Second Priority Notes Obligations byCollateral, and take, thereupon all provisions of this Indenture and cause the Issuers and Guarantors Notes Security Documents relating to take, such actions as the Collateral shall be required deemed to cause the Collateral and Guarantee Requirement to be satisfied with respect relate to such asset, including actions described in Section 4.19. (b) If any Restricted Subsidiary becomes a Guarantor after after-acquired Collateral to the Issue Date, then the Issuers and the Guarantors will cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary same extent and with respect the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired Collateral. Neither the Trustee nor the Notes Collateral Agent shall have any Equity Interest duty to monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the perfection of or take any actions to perfect the security interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Issuer or Guarantorthe Collateral.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor From and after the Issue Date Date, if (a) any domestic Parent Entity or wholly owned by an entity at the time it Domestic Subsidiary becomes a Guarantor or (in each case other than (xb) assets the Company or any Guarantor acquires any property or rights which are of a type constituting Second Lien Collateral under a Second Lien any Security Document (excluding, for the avoidance of doubt, any Excluded Assets or assets not required to be Collateral Document that become subject to the Lien of such Second 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 pursuant to this clause (zIndenture or the Security Documents), excluded by reason of it shall execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Security Document to vest in the final paragraph of the definition of the term “Collateral and Guarantee Requirement”), such Issuer or Guarantor, as applicable, will (i) notify the Second Lien Notes 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 security interest (subject to any Permitted Liens) securing in such after acquired collateral (or all of its assets, except Excluded Assets, in the Second Priority Notes Obligations by, case of a new Guarantor) and take, and cause the Issuers and Guarantors to take, take such actions as shall be required to cause add such after-acquired collateral to the Collateral and Guarantee satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be satisfied with respect deemed to relate to such asset, including actions described in Section 4.19after-acquired collateral to the same extent and with the same force and effect. (b) If Notwithstanding the foregoing, opinions of counsel will not be required in connection with any Restricted Subsidiary becomes additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent a Guarantor after the Issue Date, then the Issuers and the Guarantors will cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest perfected security interest in or Indebtedness of such Restricted Subsidiary after-acquired collateral owned by or on behalf of any Issuer or Guarantorsuch Guarantors.

After-Acquired Collateral. (a) If any asset is acquired by any Issuer or Guarantor From and after the Issue Date and subject to the terms of the Security Documents and the Intercreditor Agreement, if any, if the Issuer or owned by an entity at any Guarantor acquires any property or rights which are of a type constituting Collateral under any Security Document (excluding, for the time it becomes a Guarantor (in each case other than (xavoidance of doubt, any Excluded Property) assets constituting and which are not automatically subject to the perfected Lien of the Second Lien Collateral under a Second Lien Collateral Document that become subject to the Lien Agent, it will, at its sole cost and expense, execute and deliver such security instruments, financing statements and such certificates and Opinions of such Second 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 Counsel to the extent with respect required under this Indenture or any Security Documents 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 vest in the Second 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 perfected security interest (subject only to any Permitted Liens) securing in such after-acquired Collateral and to take such actions to add such after-acquired Collateral to the Collateral, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired Collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Security Documents or to vest in the Second Priority Notes Obligations by, and take, and cause Lien Collateral Agent a perfected security interest in such after-acquired Collateral. Neither the Issuers and Guarantors Trustee nor the Second Lien Collateral Agent shall have any duty to take, such monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the perfection of or take any actions as shall be required to cause perfect the Collateral and Guarantee Requirement to be satisfied with respect to such asset, including actions described security interest in Section 4.19the Collateral. (b) If any Restricted Subsidiary becomes a Guarantor after the Issue Date, then the Issuers and the Guarantors will cause the Collateral and 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 Issuer or Guarantor.