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 (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 property. If Material Real Property or such third party does not consent to longer time period as agreed by the granting of such Lien after the use of such commercially Administrative Agent in its reasonable efforts, the applicable entity will not be required to provide such Liendiscretion.

Further Assurances; After-Acquired Property. Subject (a) The Issuer will, and will cause the Guarantors to, at their sole expense, do all acts which may be necessary to confirm that the Collateral Agent holds, for the benefit of the Holders of the Notes, the Trustee and the Collateral Agent, duly created, enforceable and perfected first-priority Liens (subject to Permitted Liens) in the Collateral, in each case subject to the applicable exceptions and limitations set forth in the Security Collateral Documents and this Indenture the definition of “Collateral Requirement”. (including with respect to Excluded Assets)b) As necessary, the Issuer and the Subsidiary Guarantors shall execute any and all further documents, financing statements, applications for registration, agreements and instrumentsIssuers will, and will cause the Guarantors to, at their sole expense, execute, acknowledge and deliver such documents and instruments and take all further action that such other actions as may be required under necessary to assure, perfect, transfer and confirm the rights conveyed by the Collateral Documents, to the extent permitted by applicable law, or that . (c) From and after 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)Effective Date, if the Issuer Issuers or any Subsidiary Guarantor acquires any property which is of the a type that would constitute constituting Collateral under the Collateral Agreement or any other Security Document Documents and as to which the Collateral Agent does not have a perfected First Lien (excluding, for the avoidance of doubt, any Excluded Assetssubject to Permitted Liens), it shall as soon as practicable (and in any event, within 90 days) after the acquisition thereof thereof, subject, however, to all limitations set forth in this Indenture and the Collateral Documents with respect to the required perfection actions and time periods to effect such actions, execute and deliver such security instruments, financing statements statements, Mortgages, title insurance, surveys and such certificates and opinions of counsel as are required under by the Indenture Collateral Requirement and the applicable Collateral Agreement Documents to vest in the Collateral Agent a first-priority perfected First 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 this 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 (a) The Issuer will, and will cause the Guarantors to, at their sole expense, do all acts which may be necessary to confirm that the Collateral Agent holds, for the benefit of the Holders of the Notes, the Trustee and the Collateral Agent, duly created, enforceable and perfected first-priority Liens (subject to Permitted Liens) in the Collateral, in each case subject to the applicable exceptions and limitations set forth in the Security Collateral Documents and this Indenture the definition of “Collateral Requirement”. (including with respect to Excluded Assets)b) As necessary, the Issuer and the Subsidiary Guarantors shall execute any and all further documents, financing statements, applications for registration, agreements and instrumentsIssuers will, and will cause the Guarantors to, at their sole expense, execute, acknowledge and deliver such documents and instruments and take all further action that such other actions as may be required under necessary to assure, perfect, transfer and confirm the rights conveyed by the Collateral Documents, to the extent permitted by applicable law, or that . (c) If 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 Issuers or any Subsidiary Guarantor acquires any property which is of the a type that would constitute constituting Collateral under the Collateral Agreement or any other Security Document Documents and as to which the Collateral Agent does not have a perfected First Lien (excluding, for the avoidance of doubt, any Excluded Assetssubject to Permitted Liens), it shall as soon as practicable (and in any event, within 90 days) after the acquisition thereof thereof, subject, however, to all limitations set forth in this Indenture and the Collateral Documents with respect to the required perfection actions and time periods to effect such actions, execute and deliver such security instruments, financing statements statements, Mortgages, title insurance, surveys and such certificates and opinions of counsel as are required under by the Indenture Collateral Requirement and the applicable Collateral Agreement Documents to vest in the Collateral Agent a first-priority perfected First 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 this 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), the Issuer a) The Company 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 Trustee or 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 In addition, from time to time, the Company will reasonably promptly secure the obligations under this Indenture and the Security Documents by pledging or creating, or causing to be pledged or created, perfected security interests with respect to the applicable limitations set forth in Collateral to the extent required under this Indenture or the Security Documents. Such security interests and Liens will be created under the Security Documents and other security agreements, Mortgages and other instruments and documents. (b) In furtherance of the foregoing, promptly following the acquisition by the Company or any Guarantor of any After-Acquired Property to the extent required under this Indenture (including those with respect to Excluded Assets)or the Security Documents, if the Issuer Company or any Subsidiary such 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 Mortgages, security instruments, financing statements statements, title insurance policies, surveys and such certificates and opinions of counsel as are required under the Indenture and the Collateral Agreement shall be reasonably necessary to vest in the Notes Collateral Agent a first-priority Lien (subject only to Permitted Liens) perfected security interest in such afterAfter-acquired property Acquired Property and to have such afterAfter-acquired property Acquired Property added to the Notes Collateral or the ABL Collateral, as applicable, and thereupon all provisions of the this Indenture and the Security Documents relating to the Notes Collateral or the ABL Collateral, as applicable, shall be deemed to relate to such afterAfter-acquired property 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 (a) Each Loan Party will promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable limitations set forth in law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents, and (C) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and this Indenture any of the Liens intended to be created thereunder. (including with respect to Excluded Assets)b) From and after the Effective Date, promptly after the acquisition by the Borrower or any Guarantor of any After-Acquired Property, the Issuer and the Subsidiary Guarantors Borrower or such Guarantor shall execute any and all further documentsdeliver such mortgages, deeds of trust, security instruments, 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 in each case in form and substance reasonably acceptable to the Collateral Agreement Agent as shall be necessary to vest in the Collateral Agent a first-priority Lien (perfected security interest, subject only to Permitted Liens) , in such afterAfter-acquired property Acquired Property and to have such afterAfter-acquired property Acquired Property (but subject to certain limitations, if applicable, including under the Security Documents and the Intercreditor Agreement) added to the Collateral, and thereupon all provisions of the Indenture and the Security Documents this Agreement relating to the Collateral shall be deemed to relate to such afterAfter-acquired property Acquired Property to the same extent and with the same force and effect. If ; provided, however, that if granting a Lien such first priority security interest in such property After-Acquired Property requires the consent of a third party, the Issuer or the applicable Subsidiary Guarantor will Borrower shall use commercially reasonable efforts to obtain such consent within 45 days after with respect to the acquisition first priority interest for the benefit of such property. If the Administrative Agent and the Collateral Agent on behalf of the Lenders; provided, further, however, that if such third party does not consent to the granting of such Lien first priority security interest after the use of such commercially reasonable efforts, the applicable entity will Borrower or such Guarantor, as the case may be, shall not be required to provide such Liensecurity interest.

Further Assurances; After-Acquired Property. Subject to To the applicable limitations set forth in extent required under another provision of this Indenture or under any of the Security Documents and this Indenture Documents: (including with respect to Excluded Assets), a) the Issuer and the Subsidiary Guarantors shall shall, at their sole expense, (i) execute any and all further documents, financing statements, applications for registration, agreements and instruments, instruments and (ii) take all further action actions that may be required under applicable law, or that the Notes Collateral Agent or the Trustee may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral. Subject , (b) from time to time, the applicable limitations set forth in Issuer and the Subsidiary Guarantors will reasonably promptly secure the obligations under this Indenture and Security Documents by pledging or creating, or causing to be pledged or created, perfected security interests and this Indenture (including those Liens with respect to Excluded Assets), if the Collateral and (c) upon the acquisition by any of the Issuer or the Subsidiary Guarantors after the Settlement Date of any Subsidiary Guarantor acquires any property which is assets of the a type that would constitute Collateral under the Collateral Agreement or any (other Security Document (excluding, for the avoidance of doubt, any than Excluded AssetsProperty), it the Issuer or such Subsidiary Guarantor shall as soon as practicable (and in any event, within 90 days) after the acquisition thereof execute and deliver such security instrumentsany information, documentation and financing statements and such or other certificates and opinions of counsel as are required under the Indenture and the Collateral Agreement may be necessary to vest in the Notes Collateral Agent a first-perfected security interest, with the priority Lien (subject only to Permitted Liens) required by this Indenture, the Security Documents and the Intercreditor Agreement, in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of the Indenture and this Indenture, the Security Documents and the Intercreditor Agreement 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 (a) On and after the applicable limitations set forth in Escrow Release Date, upon the Security Documents and this Indenture acquisition by the Company or any Guarantor of (including with respect to Excluded Assets)or any asset of the Company or any Guarantor becoming) any First Lien After-Acquired Property, the Issuer and the Subsidiary Guarantors Company or such Guarantor 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 promptly (and in any event, event within 90 daysthe time period required by the Senior Credit Facility Col- lateral Agent) after the acquisition thereof execute and deliver to the Notes Collateral Agent such Security Documents substantially in the form of the comparable security instruments, financing statements and such certificates and opinions of counsel documents delivered to the Senior Credit Facility Collateral Agent as are required under the Indenture and the Collateral Agreement shall be necessary to vest in the Notes Collateral Agent a first-priority Lien (perfected security interest, subject only to Permitted Liens) , in such afterFirst Lien After-acquired property Acquired Property to secure the Notes Obligations and any other Bank Pari Passu Obligations and to have such afterFirst Lien After-acquired property Acquired Property added to the Collateral, and thereupon all provisions of the this Indenture and the Security Documents relating relat- ing to the Shared Bank Collateral shall be deemed to relate to such afterFirst Lien After-acquired property Acquired Property to the same extent and with the same force and effect. If . (b) On and after the Escrow Release Date, upon the acquisition by the Company or any Guarantor of (or any asset of the Company or any Guarantor becoming) any Streaming After-Acquired Property, the Company or such Guarantor shall promptly (and in any event, substantially concurrently with the granting of Liens on such Streaming After-Acquired Property in favor of the Notes Collateral Agent to secure the Streaming Obligations) exe- cute and deliver to the Notes Collateral Agent such Security Documents (substantially in the form of any compara- ble security documents delivered to the Notes Collateral Agent to secure the Streaming Obligations) as shall be nec- xxxxxx to vest in the Notes Collateral Agent a Lien perfected security interest, subject only to Permitted Liens, in such Streaming After-Acquired Property to secure the Notes Obligations and any Streaming Pari Passu Obligations and to have such Streaming After-Acquired Property added to the Collateral, and thereupon all provisions of this Indenture relating to the Shared Streaming Collateral shall be deemed to relate to such Streaming After-Acquired Property to the same extent and with the same force and effect. (c) On and after the Escrow Release Date, (i) if property requires that is intended to be Shared Bank Collateral is acquired by the consent Company or a Guarantor (including property of a third partyPerson that becomes a new Guarantor pursuant to Section 4.18) and is not automatically subject to a perfected security interest under the Security Documents with the priority required by the Bank Intercreditor Agreement, then the Company or such Guarantor shall, in accordance with applicable law, promptly (and in any event within the time period required by the Senior Credit Facility Collat- eral Agent) provide a perfected Lien over such property (or, in the case of a new Guarantor, such of its property) in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders of the Notes and the holders of any Additional Pari Passu Obligations and execute and deliver such joinders to any existing Security Documents or other security instruments and such financing statements, certificates and opinions in respect thereof, all as and to the extent required by this Indenture, the Issuer Bank Intercreditor Agreement or the applicable Subsidiary Security Doc- uments, and (ii) if property that is intended to be Shared Streaming Collateral is acquired by the Company or a Guarantor will use commercially reasonable efforts (including property of a Person that becomes a new Guarantor pursuant to obtain Section 4.18) and is not auto- matically subject to a perfected security interest under the Security Documents with the priority required by the Streaming Intercreditor Agreement, then the Company or such consent within 45 days after the acquisition of such property. If such third party does not consent to Guarantor shall, in accordance with applicable law, promptly (and in any event, substantially concurrently with the granting of Liens on such property in favor of the Notes Collateral Agent to secure the Streaming Obligations) provide a perfected Lien after over such property (or, in the use case of a new Guarantor, such commercially reasonable effortsof its property) in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders of the Notes and the holders of any Additional Pari Passu Obligations and execute and deliver such joinders to any existing Security Documents or other security instruments and such financing state- ments, certificates and opinions in respect thereof, all as and to the extent required by this Indenture, the Streaming Intercreditor Agreement or the applicable entity will not be required to provide such LienSecurity Documents.

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.

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. (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 180 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 (and in any event, within 90 daysor such longer period to which the Administrative Agent may reasonably agree) after such acquisition or the acquisition thereof execute 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 such security instruments, financing statements and such certificates and opinions of counsel any 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 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 by 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 LienCollateral Documents.

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.