Common use of Further Assurances; After-Acquired Property Clause in Contracts

Further Assurances; After-Acquired Property. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including with respect to Excluded Assets), the Issuer and the Subsidiary Guarantors shall execute any and all further documents, financing statements, applications for registration, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including those with respect to Excluded Assets), if the Issuer or any Subsidiary Guarantor acquires any property which is of the type that would constitute Collateral under the Collateral Agreement or any other Security Document (excluding, for the avoidance of doubt, any Excluded Assets), it shall as soon as practicable (and in any event, within 90 days) after the acquisition thereof execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under the Indenture and the Collateral Agreement to vest in the Collateral Agent a first-priority Lien (subject only to Permitted Liens) in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of the Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. If granting a Lien in such property requires the consent of a third party, the Issuer or the applicable Subsidiary Guarantor will use commercially reasonable efforts to obtain such consent within 45 days after the acquisition of such property. If such third party does not consent to the granting of such Lien after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such Lien.

Further Assurances; After-Acquired Property. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including with respect to Excluded Assets)Indenture, the Issuer Parent Guarantor and the Subsidiary Guarantors Issuer shall execute any and all further documents, financing statements, applications for registration, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral, or that Holders at least a majority of the outstanding Notes issued hereunder may request with respect to the Revolving Credit Agreement. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including those with respect to Excluded Assets)Indenture, if the Parent Guarantor or the Issuer or any Subsidiary Guarantor acquires any property which is of the type that would constitute Collateral under the Collateral Agreement or any other Security Document (excluding, for the avoidance of doubt, any Excluded Assets)Document, it shall as soon as practicable (and in any event, within 90 days) after the acquisition thereof execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under the Indenture and the Collateral Agreement to vest in the Collateral Agent a first-priority Lien (subject only to Permitted Liens) in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of the Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. If granting a Lien in such property requires the consent of a third party, the Issuer Parent Guarantor or the applicable Subsidiary Guarantor Issuer will use commercially reasonable efforts to obtain such consent within 45 5 days after the acquisition of such property. If such third party does not consent to the granting of such Lien after the use of such commercially reasonable efforts, the applicable entity will not nevertheless be required to provide such Lien.

Further Assurances; After-Acquired Property. Subject to the applicable limitations set forth in the Security Documents (a) The Borrower will, and this Indenture (including with respect to Excluded Assets)will cause each other Loan Party to, the Issuer and the Subsidiary Guarantors shall execute any and all further documents, financing statements, applications for registration, agreements and instruments, and take all such further action actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents), that may be required under any applicable law, law or that the Collateral Administrative Agent or the Required Lenders may reasonably request, in order to grantcause the Collateral and Guarantee Requirement to be and remain satisfied, preserve, protect and perfect all at the validity and priority expense of the security interests created Loan Parties. (b) If, after the Closing Date, any material assets (other than Excluded Assets) or intended any Material Real Property or improvements thereto or any interest therein, are acquired or constructed by the Borrower or any other Loan Party (other than assets constituting Collateral under a Security Document that become subject to be the perfected Lien created by the such Security Documents in the Collateral. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including those with respect to Document upon acquisition thereof or constituting Excluded Assets), if the Issuer or any Subsidiary Guarantor acquires any property which is Borrower will notify the Administrative Agent thereof, and the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.12 and as required pursuant to the “Collateral and Guarantee Requirement,” all at the expense of the type that would constitute Loan Parties and subject to the last paragraph of the definition of the term “Collateral under and Guarantee Requirement.” In the Collateral Agreement or event any other Security Document (excluding, for the avoidance of doubt, any Excluded AssetsMaterial Real Property is mortgaged pursuant to this Section 5.12(b), it shall the Borrower or such other Loan Party, as soon as practicable (and in any eventapplicable, within 90 days) after the acquisition thereof execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under the Indenture and the Collateral Agreement to vest in the Collateral Agent a first-priority Lien (subject only to Permitted Liens) in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of the Indenture and the Security Documents relating to the Collateral shall be deemed required to relate to such after-acquired property to the same extent and comply with the same force “Collateral and effect. If granting a Lien in such property requires the consent Guarantee Requirement” and paragraph (a) of a third party, the Issuer or the applicable Subsidiary Guarantor will use commercially reasonable efforts to obtain such consent this Section 5.12 within 45 ninety (90) days after following the acquisition of such propertyMaterial Real Property or such longer time period as agreed by the Administrative Agent in its reasonable discretion. If such third party does not consent to the granting of such Lien after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such Lien.SECTION 5.13

Further Assurances; After-Acquired Property. (a) Subject to the applicable limitations set forth in the Security Collateral Documents and this Indenture Agreement (including with respect to Excluded Assets), the Issuer Borrower and the Subsidiary Guarantors shall execute any and all further documents, financing statements, applications for registration, agreements and instruments, and take all further action that may be required under applicable lawApplicable Law, or that the Collateral Administrative Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests Liens created or intended purported to be created by the Security Collateral Documents in the Collateral. Subject (b) Without limiting the foregoing but subject to the applicable limitations set forth in the Security Collateral Documents and this Indenture Agreement (including those with respect to Excluded Assets), if, after the Closing Date, the Borrower or a Guarantor acquires property that is not automatically subject to a perfected security interest under the Collateral Documents and such property constitutes or would constitute Collateral (including any asset of the Borrower or a Guarantor that becomes Collateral subsequent to the Closing Date as a result of such asset ceasing to be an Excluded Asset), then the Borrower or such Guarantor shall: (i) with respect to real property, promptly notify the Administrative Agent of the acquisition thereof and, within 120 days after the date such notice is given (or such longer period to which the Administrative Agent may reasonably agree), deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each Material Real Property a Mortgage and the applicable deliverables related thereto and described in Section 4.1(g), subject to Lender confirmation that the deliverables described in Section 4.1(g)(v) are satisfactory if such Material Real Property is a Non-Quarry Property (provided, and notwithstanding anything to the Issuer contrary herein, the Administrative Agent will not accept any Mortgage with respect to any Non-Quarry Property from the Borrower or any Subsidiary Guarantor acquires any property which is of the type until such time as it has received confirmation from each Lender that would constitute Collateral under the Collateral Agreement or any each Lender has completed its flood insurance review and flood insurance compliance has been completed in accordance with Section 6.8(b)); and (ii) with respect to all other Security Document (excludingassets, for the avoidance of doubt, any Excluded Assets), it shall as soon as practicable and no later than 30 days (or such longer period to which the Administrative Agent may reasonably agree) after such acquisition or the date such asset ceases to be an Excluded Asset, take such actions to provide a Lien over such property in favor of the Administrative Agent for the benefit of the Secured Parties and deliver any joinder agreements or supplements as required by the applicable Collateral Documents. (c) (i) To the extent delivery thereof is required under the applicable Collateral Document, the Borrower shall deliver to the Administrative Agent as promptly as practicable after the Closing Date (and in any event, event within 90 days) after the acquisition thereof execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under the Indenture and the Collateral Agreement to vest in the Collateral Agent a first-priority Lien (subject only to Permitted Liens) in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of the Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. If granting a Lien in such property requires the consent of a third party, the Issuer or the applicable Subsidiary Guarantor will use commercially reasonable efforts to obtain such consent within 45 days after the acquisition Closing Date (or such longer period to which the Administrative Agent may reasonably agree)) (x) certificates representing the shares of Capital Stock pledged pursuant to any Collateral Document (if such property. If shares are certificated securities for purposes of Article 8 of the UCC), together with an undated stock power for each such third party does not consent to the granting of such Lien after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such Lien.87

Further Assurances; After-Acquired Property. Subject At any time, and from time to the applicable limitations set forth time, upon request by Lender, Borrower will make, execute and deliver or cause to be made, executed and delivered to Lender and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or refiled at such time and in the Security Documents such offices and this Indenture (including with respect to Excluded Assets)places as shall be deemed desirable by Lender, the Issuer and the Subsidiary Guarantors shall execute any and all such other and further documentsmortgages, deeds of trust, security agreements, financing statements, applications for registrationcontinuation statements, agreements instruments of further assurance, certificates and instrumentsother documents as may, and take all further action that may in the opinion of Lender reasonably exercised, be required under applicable law, necessary or that the Collateral Agent may reasonably request, desirable in order to granteffectuate, preservecomplete, protect or perfect, or to continue and perfect preserve (a) the validity obligation of Borrower under the Combined Obligations and priority of under this Instrument and (b) the lien and security interests created or intended to be created granted by the Security Documents in the Collateral. Subject to the applicable limitations set forth in the Security Documents this Instrument as a first and this Indenture prior lien (including those with respect to Excluded Assets), if the Issuer or any Subsidiary Guarantor acquires any property which is of the type that would constitute Collateral under the Collateral Agreement or any other Security Document (excluding, except for the avoidance of doubt, any Excluded Assets), it shall as soon as practicable (and in any event, within 90 days) after the acquisition thereof execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under the Indenture and the Collateral Agreement to vest in the Collateral Agent a first-priority Lien (subject only to Permitted Liens) upon and in and to all of the Premises, whether now owned or hereafter acquired by Borrower. Upon any failure by Borrower so to do, Lender may make, execute, record, file, re-record and/or refile any and all such mortgages, security agreements, deeds of trust, financing statements, continuation statements, instruments, certificates and documents for and in name of Borrower and Borrower hereby irrevocably appoints Lender the agent and attorney-in-fact of Borrower so to do. The lien of this Instrument and the security interest created hereby will, subject to the provisions of Subsection 2.2.2, automatically attach, without further act, to after-acquired property and attached to have such after-acquired property added to and/or used in connection with the Collateral, and thereupon all provisions operation of the Indenture and Premises or any part thereof except for motor vehicles. Without limiting the Security Documents relating generality of the foregoing, Borrower shall use its commercially reasonable, good faith efforts to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. If granting a Lien in such property requires obtain the consent of a third party, any party whose consent is required in connection with the Issuer assignment of any lease or the applicable Subsidiary Guarantor will use commercially reasonable efforts other agreement pursuant to obtain such consent within 45 days after the acquisition of such property. If such third party does not which consent to the granting assignment is required from any or all of such Lien after the use of such commercially reasonable effortsparties thereto [(including, without limitation, the applicable entity will not be consent of Xxxx Xxx with respect to the Tarboro Lease)] and the consent of secured parties under prior or superior security interests in Other Personalty if such consent is required to provide the grant of the security interest in such LienOther Personalty contained herein.

Further Assurances; After-Acquired Property. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including with respect to Excluded AssetsCollateral and Excluded Equity Interests), the Issuer and the Subsidiary Guarantors shall execute any and all further documents, financing statements, applications for registration, agreements and instruments, and take all further action that may be required under applicable law, or that the Notes Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including those with respect to Excluded AssetsCollateral and Excluded Equity Interests), if if, after the Issue Date, the Issuer or any Subsidiary a Guarantor acquires property that is not automatically subject to a perfected security interest under the Security Documents and such property constitutes or would constitute Collateral (including, without limitation, any asset of the Issuer or a Guarantor that becomes Collateral subsequent to the Issue Date as a result of such asset ceasing to be Excluded Collateral or Excluded Equity Interests) or an entity becomes a Guarantor, then the Issuer or such Guarantor shall, as soon as practicable, but in any event, within 90 days, provide for security over such property which is (or, in the case of a new Guarantor, its assets of the type that would constitute Collateral under the Security Documents) in favor of the Notes Collateral Agreement or any other Security Document (excluding, for the avoidance of doubt, any Excluded Assets), it shall as soon as practicable (and in any event, within 90 days) after the acquisition thereof execute Agent and deliver such security instruments, financing statements and such certificates and opinions of counsel certain joinder agreements or supplements as are required under the Indenture and the Collateral Agreement to vest in the Collateral Agent a first-priority Lien (subject only to Permitted Liens) in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of the by this Indenture and the Security Documents relating to Documents. Notwithstanding the Collateral shall be deemed to relate to such after-acquired property to foregoing, until the same extent and with Discharge of the same force and effect. If granting a Lien in such property requires the consent of a third partyABL Obligations, the Issuer or and the applicable Subsidiary Guarantor will use commercially reasonable efforts to obtain such consent within 45 days after the acquisition of such property. If such third party does not consent to the granting of such Lien after the use of such commercially reasonable efforts, the applicable entity will not Guarantors shall only be required to provide comply with the foregoing requirements with respect to any ABL Collateral to the extent that such LienABL Collateral is concurrently being pledged to secure the ABL Obligations.

Further Assurances; After-Acquired Property. Subject to the applicable limitations set forth in the Security Documents (a) The Borrower will, and this Indenture (including with respect to Excluded Assets)will cause each of its Restricted Subsidiaries to, the Issuer and the Subsidiary Guarantors shall execute any and all further documents, financing statements, applications for registration, agreements and instruments, and take all such further action (including the filing and recording of financing statements and other documents) that may be required under any applicable law, or that the Collateral Administrative Agent or the Lenders may reasonably request, in order to grant, preserve, protect preserve and perfect the validity and priority of the security interests created or intended to be created by the Security Documents in Documents, all at the Collateralexpense of the Borrower. Subject to the applicable limitations set forth terms of this Agreement, the Security Documents, and the Intercreditor Agreement, the Borrower will, and will cause each of its Restricted Subsidiaries to do the following: (%5) with respect to any fee owned Real Estate acquired after the Closing Date, with a fair market value at the time of acquisition of at least $5,000,000, within 90 days (but in no event prior to thirty (30) days after the Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with Section 5.13 hereof has been completed, or such longer period as the Administrative Agent may agree in its sole reasonable discretion) of such acquisition, deliver to the Administrative Agent the Related Real Estate Documents; (%5) with respect to any wholly owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or at any time any Subsidiary ceases to be an Excluded Subsidiary, promptly notify the Administrative Agent of such occurrence and promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 5.2(a) and (b), (i) execute and deliver to Administrative Agent for the benefit of the Secured Parties, such amendments and/or supplements to the Security Agreement and the Pledge Agreement as the Administrative Agent shall reasonably deem necessary to grant to the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, a security interest in the Equity Interests and Property of such wholly owned Subsidiary in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement, (ii) cause such wholly owned Subsidiary to become a party to this Indenture Agreement by executing a joinder hereto, (including those iii) deliver to the Administrative Agent the certificates (if any) representing such Equity Interest, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the Borrower, (iv) cause such wholly owned domestic Subsidiary to take all other actions expressly required by the applicable Security Documents and (v) if such wholly owned Subsidiary created or acquired after the Closing Date owns any Real Estate with a fair market value in excess of $5,000,000, within 90 days (but in no event prior to thirty (30) days after the Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with Section 5.13 hereof has been completed, or such longer period as the Administrative Agent may agree in its sole reasonable discretion) of such Subsidiary becoming a party to this Agreement, deliver to the Administrative Agent the Related Real Estate Documents; (%5) with respect to any first tier Foreign Subsidiary, Disregarded Domestic Person or non-wholly owned Subsidiary (other than an Excluded AssetsSubsidiary) created or acquired after the Closing Date by the Borrower, promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 5.2(a) and (b), if (i) execute and deliver to Administrative Agent such amendments and/or supplements to the Issuer or any Subsidiary Guarantor acquires any property which is Pledge Agreement as the Administrative Agent shall reasonably deem necessary to grant to the Administrative Agent for the benefit of the type that would constitute Collateral under Secured Parties, a security interest in such entity in accordance with the Collateral terms and provisions of the Security Documents and Intercreditor Agreement or any and (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (other than Excluded Capital Stock (as defined in the Security Document (excludingAgreement)), together with undated stock powers, executed and delivered in blank by a duly authorized officer of the Borrower and take such other actions as may be reasonably deemed necessary to perfect the Administrative Agent’s security interest therein for the avoidance benefit of doubtthe Administrative Agent and the other Secured Parties; provided that in no event shall more than 65% of such Equity Interest be required to be pledged; and (%5) notwithstanding anything to the contrary in this Agreement and the other Loan Documents, (i) no Lien is or will be granted pursuant to any Loan Document or otherwise in any right, title or interest of any Obligor in, and Collateral shall not include, any Excluded Assets), it (ii) none of the Borrower, any Guarantor or any of their Affiliates shall as soon as practicable (and be required to take any action in any event, within 90 days) after non-United States jurisdiction or required by the acquisition thereof execute and deliver laws of any non-United States jurisdiction in order to create any security interest in assets located or titled outside of the United States or to perfect any such security instrumentsinterests and it being understood and agreed that there shall be no security agreements, financing statements and such certificates and opinions of counsel as are required pledge agreements or similar agreements governed under the Indenture and laws of any non-United States jurisdiction, (iii) the Collateral Agreement to vest in the Collateral Agent a first-priority Lien (subject only to Permitted Liens) in such after-acquired property and to have such after-acquired property added to the CollateralBorrower, and thereupon all provisions any Guarantor or any of the Indenture and the Security Documents relating to the Collateral their Affiliates shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. If granting a Lien in such property requires the consent of a third party, the Issuer or the applicable Subsidiary Guarantor will use commercially reasonable efforts to obtain such consent within 45 days after the acquisition of such property. If such third party does not consent to the granting of such Lien after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such Liendeliver landlord waivers or consents or similar letters or agreements and (iv) in no event shall control agreements or control or similar arrangements be required with respect to any deposit, securities or commodities accounts or any other assets requiring perfection through control agreements.

Further Assurances; After-Acquired Property. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including with respect to Excluded Assets), the Issuer and the Subsidiary Guarantors shall execute any and all further documents, financing statements, applications for registration, agreements and instruments, and take all further action that may be required under applicable law, or that the Notes Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including those with respect to Excluded Assets), if if, after the Issue Date, the Issuer or any Subsidiary a Guarantor acquires property that is not automatically subject to a perfected security interest under the Security Documents and such property constitutes or would constitute Collateral (including, without limitation, any asset of the Issuer or a Guarantor that becomes Collateral subsequent to the Issue Date as a result of such asset ceasing to be an Excluded Asset) or an entity becomes a Guarantor, then the Issuer or such Guarantor shall, as soon as practicable, but in any event, within 30 days, provide for security over such property which is (or, in the case of a new Guarantor, its assets of the type that would constitute Collateral under the Security Documents) in favor of the Notes Collateral Agent and deliver certain joinder agreements or supplements as required by this Indenture and the Security Documents. In any event, with respect to the perfection of security interests otherwise created in any personal property Collateral pursuant to the terms of the Security Documents, unless otherwise required by the ABL Credit Agreement or any other Security Document (excludingCredit Facilities then in existence, for the avoidance only perfection actions required in respect of doubt, any Excluded Assets), it shall as soon as practicable (and in any event, within 90 days) after the acquisition thereof execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under the Indenture and the Collateral Agreement to vest in the Collateral Agent a first-priority Lien (subject only to Permitted Liens) in such after-acquired personal property and to have such after-acquired property added to the Collateral, and thereupon all provisions of the Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired property to (i) the same extent periodic filing of appropriate financing statements under the Uniform Commercial Code and (ii) the periodic filing with the same force United States Patent and effect. If granting a Lien Trademark Office and/or the United States Copyright Office of appropriate notices of security interests in such any registered intellectual property requires the consent of a third party, the Issuer or the applicable Subsidiary Guarantor will use commercially reasonable efforts to obtain such consent within 45 days after the acquisition of such property. If such third party does not consent to the granting of such Lien after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such Lienany Guarantor.