Common use of After-Acquired Collateral Clause in Contracts

After-Acquired Collateral. (a) With respect to any personal Property acquired after the date hereof by Parent, the Issuer or any Guarantor (other than (w) any personal Property described in paragraph (c) of this Section, (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 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 Administrative Agent may permit under the Credit Agreement) (i) execute and deliver to the Notes Collateral Agent such amendments to the Security Agreement or such other documents as and to the 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 (ii) 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 Property (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement 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.

After-Acquired Collateral. (a) With respect to If any personal Property asset (other than Real Property) is acquired after by the date hereof by Parent, the Issuer, the US Co-Issuer or any Subsidiary Guarantor after the Issue Date or owned by an 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 (wi) any personal Investment Property described in (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 (c) of this Section, (x) any Property subject to a Lien permitted by clauses (4), (5), (9), (23) or (25) of the definition of the term “Permitted LienCollateral and Guarantee Requirement”), (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 such Issuer or any Restricted US Co-Issuer or such Subsidiary that is Guarantor, as applicable, will (i) notify 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 First Lien Collateral Agent 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 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 Administrative Agent may permit under the Credit Agreement) (i) execute and deliver to the Notes Collateral Agent such amendments to the Security Agreement or such other documents as and to the 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 ownership and (ii) take all actions necessary or advisable to grant subject (where applicable) to the Notes Collateral AgentAgreed Guarantee and Security Principles, for the benefit of the Notes Secured Parties, cause such asset to be subjected to a perfected first priority security interest in such Property Lien (subject to any Permitted Liens)) securing the First Priority Notes Obligations by, including without limitationand take, and cause the filing of Uniform Commercial Code financing statements in Subsidiary Guarantors to take, such jurisdictions actions as may be required by the Security Agreement as may shall be reasonably requested by the Notes First Lien Collateral Agent. Notwithstanding Agent to satisfy the foregoingCollateral and Guarantee Requirement to be satisfied with respect to such asset, including actions described in Section 4.27, at the Issuer or any Guarantor creating or acquiring Intellectual Property shall be required to take the actions required under the Security Agreement in respect expense of notifications to the Notes Collateral Agent and filings in connection Parties, provided, however, that this requirement does not need to be satisfied with such Intellectual Propertyrespect to any of Excluded Property or Excluded Securities.

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) With including with respect to Excluded Assets), if any personal Property acquired after the date hereof by Parent, the Issuer or any Guarantor acquires any property or assets which are of a type constituting Collateral under any Collateral Document (excluding, for the avoidance of doubt, any applicable Excluded Assets), it shall 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 Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes a first-priority 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 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 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 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 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 (i) commercial tort claims, (ii) letter of credit rights (other than (w) any personal Property described in paragraph (c) of this Section, (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 Subsidiarysupporting obligations) and (ziii) any Property acquired after property or assets of the date hereof Company or any of its Subsidiaries to the 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 ordinary course) of perfecting a security interest therein outweighs the benefit of the security afforded thereby to the Notes Collateral Agent or the Holders as reasonably determined by the Company and the Credit Facilities Collateral Agent (or, following the discharge of the 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 a security interest therein would be prohibited by a Requirement interests in, or the obtaining of Law legal opinions or a contractual obligation binding on Parentother deliverables, the Issuer or any Restricted Subsidiary that is the owner of such Property if applicable, with respect to, particular assets (including pursuant to in connection with assets acquired, or Subsidiaries formed or acquired, after the Partnership Parks AgreementsIssue Date)), 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 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 Administrative Agent may permit under the Credit Agreement) (i) execute and deliver to the Notes Collateral Agent shall be deemed to be satisfied with such amendments to deliveries and/or documents and the Security Agreement or such other documents as and to the 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 judgment of the Notes Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Notes Credit Facilities Collateral Agent, for the benefit of the Notes Secured Parties, a perfected first priority security interest in such Property (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement 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 Agent in respect of notifications any such matters shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and filings in connection with such Intellectual Propertythe Collateral Documents.

After-Acquired Collateral. From and after the Issue Date, and subject to the limitations and exceptions set forth in the Third Lien Notes Security Documents and this Indenture (a) With including with respect to Excluded Assets), upon the acquisition by any personal Property acquired after the date hereof by Parent, of the Issuer or the Domestic Guarantors of any Guarantor assets (other than (w) any personal Property described in paragraph (c) of this Section, (x) any Property subject to a Lien permitted by clauses (4Excluded Assets), (5)including, (9)but not limited to, (23) or (25) any Material Real Property, that qualifies as Collateral, that, in any such case, form part 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, ParentCollateral, the Issuer or such Domestic Guarantor shall promptlyexecute and deliver and file, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the Administrative Agent may permit under the Credit Agreement) applicable (i) execute and deliver with regard to real property 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 Notes Collateral Agent extent any such amendments 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 Security Agreement Issuer or such other documents as Domestic Guarantor shall execute, file and deliver, to the extent required by this Indenture and/or the Third Lien Notes Security Agreement or as the Issuer reasonably deems necessary or advisable to grant to the Notes Collateral AgentDocuments, for the benefit of the Notes Secured Partiesany information, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Notes Collateral Agentdocumentation, for the benefit of the Notes Secured Parties, a perfected first priority security interest in such Property (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions or other certificates and opinions of counsel as may be necessary to vest in the Collateral Agent a perfected security interest, with the priority required by this Indenture and the Third Lien Notes Security Agreement Documents, subject only to Permitted Liens and the perfection exceptions (as may provided in the Third Lien Notes Security Documents), in such after-acquired property and 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 shall be reasonably requested by deemed to relate to such after-acquired property to the Notes same extent and with the same force and effect. Neither the Collateral Agent. Notwithstanding Agent nor the foregoingTrustee undertakes any responsibility whatsoever to determine whether any of the foregoing covenants have been satisfied, and neither shall have any liability whatsoever arising out of the failure of the Issuer or any Guarantor creating or acquiring Intellectual Property shall be required of the Guarantors to take the actions required under the Security Agreement in respect of notifications to the Notes Collateral Agent and filings in connection with satisfy such Intellectual Propertyrequirements.

After-Acquired Collateral. From and after the Issue Date, and subject to the limitations and exceptions set forth in the Notes Security Documents and this Indenture (a) With including with respect to Excluded Assets), upon the acquisition by any personal Property acquired after the date hereof by Parent, of the Issuer or any Guarantor the Guarantors (other than (w) any personal Property described in paragraph (cthe Dutch Guarantor) of this Sectionany assets, (x) including, but not limited to, any Property subject to a Lien permitted by clauses (4)Material Real Property, (5)that qualifies as Collateral, (9)that, (23) or (25) in any such case, form part 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, ParentCollateral, the Issuer or such Guarantor (other than the Dutch Guarantor) shall promptlyexecute and deliver and file, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the Administrative Agent may permit under the Credit Agreement) applicable (i) execute and deliver with regard to real property 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 Notes Collateral Agent extent any such amendments 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 Security Agreement Issuer or such Guarantor (other documents as than the Dutch Guarantor) shall execute, file and deliver, to the extent required by the Security Agreement or as the Issuer reasonably deems necessary or advisable to grant to this Indenture and/or the Notes Collateral AgentSecurity Documents, for the benefit of the Notes Secured Partiesany information, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Notes Collateral Agentdocumentation, for the benefit of the Notes Secured Parties, a perfected first priority security interest in such Property (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions or other certificates and opinions of counsel as may be necessary to vest in the Collateral Agent a perfected security interest, with the priority required by the Security Agreement as may be reasonably requested 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 such after‑acquired property and 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 Agentshall be deemed to relate to such after‑acquired property to the same extent and with the same force and effect. Notwithstanding Neither the foregoingCollateral Agent nor the Trustee undertakes any responsibility whatsoever to determine whether any of the foregoing covenants have been satisfied, and neither shall have any liability whatsoever arising out of the failure of the Issuer or any Guarantor creating or acquiring Intellectual Property shall be required of the Guarantors to take the actions required under the Security Agreement in respect of notifications to the Notes Collateral Agent and filings in connection with satisfy such Intellectual Propertyrequirements.

After-Acquired Collateral. (a) With respect to any personal Property acquired after the date hereof by Parentthe Company, the any other Co-Issuer or any Guarantor (other than any Excluded Assets or (w) any personal Property described in paragraph (c) of this Section, (x) any Property subject to a Lien permitted by clauses (4), (5), (9), (2320) or (2522) of the definition of “Permitted LienLiens”, (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 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 Parentthe Company, the 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, Parentthe Company, the 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 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 and to the extent required by the Security Agreement or as the Issuer Co-Issuers reasonably deems 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 (ii) 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 Property (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement as may be reasonably requested by the Notes Collateral Agent. Notwithstanding the foregoing, the 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.

After-Acquired Collateral. From and after the Issue Date, and subject to the limitations and exceptions set forth in the First Lien Notes Security Documents and this Indenture (a) With including with respect to Excluded Assets), upon the acquisition by any personal Property acquired after the date hereof by Parent, of the Issuer or the Domestic Guarantors of any Guarantor assets (other than (w) any personal Property described in paragraph (c) of this Section, (x) any Property subject to a Lien permitted by clauses (4Excluded Assets), (5)including, (9)but not limited to, (23) or (25) any Material Real Property, that qualifies as Collateral, that, in any such case, form part 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, ParentCollateral, the Issuer or such Domestic Guarantor shall promptlyexecute and deliver and file, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the Administrative Agent may permit under the Credit Agreement) applicable (i) execute and deliver with regard to real property 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 Notes Collateral Agent extent any such amendments 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 Security Agreement Issuer or such other documents as Domestic Guarantor shall execute, file and deliver, to the extent required by this Indenture and/or the First Lien Notes Security Agreement or as the Issuer reasonably deems necessary or advisable to grant to the Notes Collateral AgentDocuments, for the benefit of the Notes Secured Partiesany information, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Notes Collateral Agentdocumentation, for the benefit of the Notes Secured Parties, a perfected first priority security interest in such Property (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions or other certificates and opinions of counsel as may be necessary to vest in the Collateral Agent a perfected security interest, with the priority required by this Indenture and the First Lien Notes Security Agreement Documents, subject only to Permitted Liens and the perfection exceptions (as may provided in the First Lien Notes Security Documents), in such after-acquired property and 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 shall be reasonably requested by deemed to relate to such after-acquired property to the Notes same extent and with the same force and effect. Neither the Collateral Agent. Notwithstanding Agent nor the foregoingTrustee undertakes any responsibility whatsoever to determine whether any of the foregoing covenants have been satisfied, and neither shall have any liability whatsoever arising out of the failure of the Issuer or any Guarantor creating or acquiring Intellectual Property shall be required of the Guarantors to take the actions required under the Security Agreement in respect of notifications to the Notes Collateral Agent and filings in connection with satisfy such Intellectual Propertyrequirements.