Common use of After-Acquired Collateral Clause in Contracts

After-Acquired Collateral. From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security Principles, if (a) any Subsidiary becomes a Guarantor or (b) the Company or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Document (excluding, for the avoidance of doubt, any Excluded Assets), the Company or such Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Document to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with vesting in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement).

After-Acquired Collateral. (a) From and after the Completion Issue Date and subject to the limitations and exceptions set forth herein terms of the Notes Security Documents and the Agreed Security PrinciplesIntercreditor Agreements, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded Assets), the Company or such Guarantor it will be required to execute and deliver such security instruments, financing statements and such certificates as are to the extent required under by this Indenture or any Notes Collateral Document Security Documents (in each case, in accordance with the Intercreditor Agreements) to vest in the Notes Collateral Agent a perfected Lien on, and/or security interest (subject only to Permitted Liens) in in, such after-acquired collateral (to the extent required by the Collateral and Guarantee Requirement or all of its assets, except Excluded Assets, in the case of a new Guarantor) Section 10.09 and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions an Opinion of Counsel will not be required in connection with vesting the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent a perfected security interest in such after-acquired collateral. (b) Upon the receipt by the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned written request of the Issuer signed by an Officer, the Notes Collateral Agent shall be authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Notes Security Document to be executed after the Issue Date. Such written request shall (i) instruct the Notes Collateral Agent to execute and enter into such Guarantors Notes Security Document and the Notes Collateral Agent shall (in each casewithout any obligation to review or negotiate the terms of such Notes Security Document) sign any such Notes Security Document and (ii) state that such Notes Security Documents is permitted under this Indenture. (c) Any such execution of a Notes Security Document shall be at the direction and expense of the Issuer, unless such opinions are delivered upon delivery to the First Lien Credit Agreement Notes Collateral Agent pursuant of an Officer’s Certificate stating that all conditions precedent to corresponding provisions the execution and delivery of the Credit Agreement)Notes Security Document have been satisfied. (d) Notwithstanding the foregoing, in no event shall the Notes Collateral Agent be required to execute and enter into any such Notes Security Document if the Notes Collateral Agent determines in its reasonable discretion that such Notes Security Document is reasonably likely to adversely affect any of the Notes Collateral Agent’s rights, benefits, immunities, privileges or indemnities hereunder, require the Notes Collateral Agent to expend or risk its own funds or cause the Notes Collateral Agent to incur any loss, liability or expense. (e) The Trustee and the Notes Collateral Agent shall have no obligation to monitor the acquisition of additional property or rights that constitute Collateral or the perfection of any security interests therein.

After-Acquired Collateral. From and after (a) If on any date following the Completion Date Issue Date, and subject to the limitations and exceptions set forth herein in the definition of “Collateral and the Agreed Security Principles, Guarantee Requirement,” if (a) any Subsidiary becomes a Guarantor or (b) the Company or any Guarantor Grantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded Assets)Assets or assets not required to be Collateral pursuant to this Indenture or the Security Documents) or upon a Subsidiary becoming a Guarantor, the Company or such Guarantor Grantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a perfected security interest (subject to Permitted Liens) ), in the case of after-acquired collateral, in such after-acquired collateral (or all of its assets, except Excluded Assetsor, in the case of a new Subsidiary Guarantor, in all of its property (other than Excluded Assets or assets not required to be Collateral pursuant to this Indenture or the Security Documents)) and to take such actions to add such after-acquired collateral to the Collateral, including satisfying the Collateral and Guarantee Requirement with respect to such collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting the addition of new Guarantors by execution of a supplemental indenture in the form of Exhibit D or in connection with such Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in such after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)collateral.

After-Acquired Collateral. From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security PrinciplesIssue Date, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer, Intermediate Holdings or any Note Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Document (excluding, for the avoidance of doubt, any Excluded Assets), the Company or such Guarantor will be asset required to be pledged pursuant to the Indenture or the Collateral Documents, including any Material Real Property, it must as promptly as practicable execute and deliver such security instruments, financing statements statements, Mortgages and, with respect to any Material Real Property, deliver such title insurance policies and such certificates and opinions of counsel and surveys as required under the section below entitled “— Real estate mortgages and filings” as are required under this Indenture or any Notes the Indenture, the Intercreditor Agreement and the Collateral Document Documents to vest in the Notes Collateral Agent a perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, with the priority set forth in the case of a new Guarantor) Intercreditor Agreement upon such property or asset as security for the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and as may be necessary to take have such actions to add such after-acquired collateral property or asset added to the Collateral, Collateral and thereupon all provisions of this the Indenture and the Notes Collateral Document relating to the Collateral shall be deemed to relate to such after-acquired collateral Collateral to the same extent and with the same force and effect. Notwithstanding See “Risk factors — Risks Related to our Indebtedness and the foregoing, Opinions New Notes— Rights of Counsel will not be required in connection with vesting holders of the New Notes in the Notes Collateral Agent of a perfected may be adversely affected by the failure to perfect security interest interests in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Collateral.”

After-Acquired Collateral. (a) From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security PrinciplesIssue Date, if (a) any Subsidiary becomes a Guarantor or (b) the Company or any Subsidiary Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsCollateral or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company or such Subsidiary Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens, including any pari passu liens that secure obligations in respect of any other Pari Obligations and prior liens that secure ABL Obligations with respect to ABL Priority Collateral) in such after-acquired collateral (or all of its assets, except Excluded AssetsCollateral, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral and satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting any additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Guarantors.

After-Acquired Collateral. (a) From and after the Completion Date Issue Date, and subject to the certain limitations and exceptions set forth herein and described in this Indenture and/or the Agreed Security PrinciplesDocuments, if (a) any Subsidiary becomes a Guarantor or (b) the Company or any Subsidiary Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded Assets), Property or assets not required to be Collateral pursuant to this Indenture or the Security Documents) or if the Company or such any Subsidiary Guarantor creates or is required to create any additional security interest upon any property or rights to secure any First Lien Obligations, it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) property and to take such actions to add such after-acquired collateral property to the Collateral, Collateral and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral property to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting the addition of new Subsidiary Guarantors or in connection with such Subsidiary Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in such after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)collateral.

After-Acquired Collateral. From and after the Completion Issue Date and subject to the limitations and exceptions set forth herein terms of the Security Documents and the Agreed Security PrinciplesIntercreditor Agreement, if (a) any Subsidiary becomes a Guarantor or (b) any, if the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded Assets)Property) and which are not automatically subject to the perfected Lien of the Second Lien Collateral Agent, the Company or such Guarantor will be required to it will, at its sole cost and expense, execute and deliver such security instruments, financing statements and such certificates as are and Opinions of Counsel to the extent required under this Indenture or any Notes Collateral Document Security Documents to vest in the Notes Second Lien Collateral Agent a perfected security interest (subject only to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) Collateral and to take such actions to add such after-acquired collateral Collateral to the Collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral Collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with vesting the addition of new Guarantors or in connection with such Guarantors entering into the Security Documents or to vest in the Notes Second Lien Collateral Agent of a perfected security interest in such after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to Collateral. Neither the First Trustee nor the Second Lien Credit Agreement Collateral Agent pursuant shall have any duty to corresponding provisions monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the Credit Agreement)perfection of or take any actions to perfect the security interest in the Collateral.

After-Acquired Collateral. From and after the Completion Issue Date and subject to the limitations and exceptions set forth herein terms of the Security Documents and the Agreed Security PrinciplesIntercreditor Agreement, if (a) any Subsidiary becomes a Guarantor or (b) any, if the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded Assets)Property) and which are not automatically subject to the perfected Lien of the First Lien Collateral Agent, the Company or such Guarantor will be required to it will, at its sole cost and expense, execute and deliver such security instruments, financing statements and such certificates as are and Opinions of Counsel to the extent required under this Indenture or any Notes Collateral Document Security Documents to vest in the Notes First Lien Collateral Agent a perfected security interest (subject only to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) Collateral and to take such actions to add such after-acquired collateral Collateral to the Collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral Collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with vesting the addition of new Guarantors or in connection with such Guarantors entering into the Security Documents or to vest in the Notes First Lien Collateral Agent of a perfected security interest in such after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to Collateral. Neither the Trustee nor the First Lien Credit Agreement Collateral Agent pursuant shall have any duty to corresponding provisions monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the Credit Agreement)perfection of or take any actions to perfect the security interest in the Collateral.

After-Acquired Collateral. (a) From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security PrinciplesIssue Date, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company Issuer or such Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral and satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting any additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Guarantors.

After-Acquired Collateral. (a) From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security PrinciplesIssue Date, if (a) any domestic Parent Entity or wholly owned Domestic Subsidiary becomes a Guarantor or (b) the Company or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company or such Guarantor will be required to it shall execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens) in such after-after acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral and satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting any additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Guarantors.

After-Acquired Collateral. (a) From and after the Completion Date Issue Date, and subject to the certain limitations and exceptions set forth herein and the Agreed Security Principlesexceptions, if (a) any Subsidiary becomes a Guarantor or (b) the Company or any Subsidiary Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded Assets), Property or assets not required to be Collateral pursuant to this Indenture or the Security Documents) or if the Company or such any Subsidiary Guarantor creates or is required to create any additional security interest upon any property or rights to secure any First Lien Obligations, it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) property and to take such actions to add such after-acquired collateral property to the Collateral, Collateral and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral property to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting the addition of new Subsidiary Guarantors or in connection with such Subsidiary Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Subsidiary Guarantors.

After-Acquired Collateral. From and after the Completion Date Issue Date, and subject to the certain limitations and exceptions set forth herein and the Agreed Security Principlesexceptions, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to the Security Documents), the Company or such Guarantor it will be required to execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral including satisfying the Collateral Requirement with respect to such after-acquired collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting the addition of new Guarantors or in connection with such Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in such after-acquired collateral owned by such Guarantors (in each casecollateral. With respect to any Collateral constituting Material Real Property acquired after the Issue Date, unless such opinions are delivered the Issuer shall cause the Collateral Requirement to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions be satisfied within 120 days of the Credit Agreement)acquisition of such Material Real Property.

After-Acquired Collateral. (a) From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security PrinciplesIssue Date, if (a) any Subsidiary becomes a Guarantor or (b) the Company or any Subsidiary Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Document (excluding, for the avoidance of doubt, any Excluded AssetsCollateral or assets not required to be Collateral pursuant to this Indenture or the Collateral Documents), the Company or such Subsidiary Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Document to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens, including any pari passu liens that secure obligations in respect of any other Pari Obligations and prior liens that secure ABL Obligations with respect to ABL Priority Collateral) in such after-acquired collateral (or all of its assets, except Excluded AssetsCollateral, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral and satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Notes Collateral Document Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting any additional Guarantors entering into the Collateral Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Guarantors.

After-Acquired Collateral. (a) From and after the Completion Date Issue Date, and subject to the limitations and exceptions set forth herein under “Collateral and Guarantee Requirements” or in the Agreed Security PrinciplesDocuments, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company or such Guarantor it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the Collateral, including satisfying the Collateral and Guarantee Requirement with respect to such after-acquired collateral, including and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting the addition of new Guarantors by execution of a supplemental indenture in the form of Exhibit D or in connection with such Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in such after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)collateral.

After-Acquired Collateral. (a) From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security PrinciplesIssue Date, if (a) any Parent Entity or Subsidiary becomes a Guarantor or (b) the Company or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company or such Guarantor will be required to it shall execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens) in such after-after acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral and satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting any additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Guarantors.

After-Acquired Collateral. From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security PrinciplesIssue Date, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsProperty or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company or such Guarantor will be required to it shall execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding For the foregoingavoidance of doubt, Opinions of Counsel will not be required in connection with vesting the addition of new Subsidiary Guarantors or in connection with such Subsidiary Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Subsidiary Guarantors (in each case, unless such opinions Opinions of Counsel are required to be delivered to the First Lien Bank Collateral Agent with respect to the Credit Agreement Obligations, provided that, if any such Security Documents are to be executed by the Notes Collateral Agent, the Notes Collateral Agent pursuant shall be entitled to corresponding provisions receive an Opinion of Counsel to the Credit Agreement)effect that all conditions precedent under this Indenture and the Security Documents to the execution of such Security Document have been complied with and that such Security Document is authorized or permitted by this Indenture.

After-Acquired Collateral. From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security Principles, if (a) If (a) any Subsidiary becomes a Guarantor or (b) the Company Issuers or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Collateral Documents), the Company Issuers or such Guarantor will shall be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Document Document, and, with respect to property that constitutes Material Real Property, deliver security instruments, title insurance policies, local counsel opinions, and real property surveys within the same timeline and otherwise covering the same scope as are required by the Credit Agreement, to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting any additional Guarantors entering into the Collateral Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Guarantors.

After-Acquired Collateral. From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security PrinciplesIssue Date, if (a) any Subsidiary of Propco becomes a Secured Guarantor or (b) the Company Propco or any Secured Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded Assetsassets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company Propco or such Secured Guarantor will be required to execute and deliver such security instruments, mortgages, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent Trustee a security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral (and with respect to any mortgage, deliver to the Collateral Trustee such ancillary deliverables, including local counsel opinions and title insurance, similar in form to that delivered for the Real Property Collateral as of the Issue Date), and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with vesting in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement).

After-Acquired Collateral. From and after the Completion Date date of this Indenture, and subject to the limitations and exceptions set forth herein terms of this Indenture and the Agreed Security PrinciplesDocuments, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company or such Guarantor it will be required to execute and deliver such mortgages, security instruments, financing statements and such certificates certificates, title insurance policies, surveys and opinions as are and solely to the extent required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a perfected first-priority security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions as are and solely to the extent required under this Indenture or any Security Document to add such after-acquired collateral to the Collateral, in each case, except to the extent waived by the Bank Collateral Agent (as shall be set forth in an Officer’s Certificate delivered by the Issuer to the Notes Collateral Agent and the Trustee), and thereupon all provisions of this the Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with vesting in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement).

After-Acquired Collateral. From and after the Completion Issue Date and subject to the limitations and exceptions set forth herein terms of the Notes Security Documents and the Agreed Security PrinciplesIntercreditor Agreement, if (a) any Subsidiary becomes a Guarantor or (b) any, if the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded Assets)Property) and which are not automatically subject to the perfected Lien of the Notes Collateral Agent, the Company or such Guarantor will be required to it will, at its sole cost and expense, execute and deliver such security instruments, financing statements and such certificates as are and Opinions of Counsel to the extent required under this Indenture or any Notes Collateral Document Security Documents to vest in the Notes Collateral Agent a perfected security interest (subject only to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) Collateral and to take such actions to add such after-acquired collateral Collateral to the Collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral Collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with vesting the addition of new Guarantors or in connection with such Guarantors entering into the Notes Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in such after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to Collateral. Neither the First Lien Credit Agreement Trustee nor the Notes Collateral Agent pursuant shall have any duty to corresponding provisions monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the Credit Agreement)perfection of or take any actions to perfect the security interest in the Collateral.

After-Acquired Collateral. (a) From and after the Completion Date and subject to the limitations and exceptions set forth herein and the Agreed Security PrinciplesDate, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuers or any Guarantor acquires any property or rights which are of a type material assets constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company Issuer or such Guarantor will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral and satisfy the Collateral Requirement in respect thereof, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting any additional Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Guarantors.

After-Acquired Collateral. From and after the Completion Date Date, and subject to the limitations and exceptions set forth herein terms of this Indenture and the Agreed Security PrinciplesNotes Collateral Documents, if (a) any Subsidiary becomes a Guarantor or (b) the Company or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Document (excluding, for the avoidance of doubt, any Excluded AssetsProperty or assets not required to be Collateral pursuant to this Indenture or the Notes Collateral Documents), the Company or such Guarantor it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Document to vest in the Notes Collateral Agent a first-priority perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding For the foregoingavoidance of doubt, Opinions of Counsel will not be required in connection with vesting the addition of new Guarantors or in connection with the Company or such Guarantors entering into the Notes Collateral Documents or to vest in the Notes Collateral Agent of a perfected security interest in after-acquired collateral owned by the Company or such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement any other Collateral Agent pursuant to corresponding provisions of the a Credit Agreement).

After-Acquired Collateral. From and after the Completion Date Issue Date, and subject to the certain limitations and exceptions set forth herein in the Security Documents and the Agreed Security Principlesin this Indenture, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuers or any Guarantor acquires acquire any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to the Indenture or the Security Documents), the Company or such Guarantor it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this the Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent (or prior to the repayment in full of the obligations under the Senior Credit Facilities, the Senior Credit Facilities Collateral Agent, as non-fiduciary bailee for the Collateral Agent) for the benefit of the Notes Secured Parties, a perfected security interest (subject to Permitted Liens, including any pari passu liens that secure obligations in respect of any other first lien obligations) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the Collateral, and thereupon all provisions of this the Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions of Counsel will counsel may not be required in connection with vesting the addition of new Guarantors or in connection with such Guarantors entering into the Security Documents or to vest in the Notes applicable Collateral Agent of a perfected security interest in after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)Guarantors.

After-Acquired Collateral. (a) From and after the Completion Date Issue Date, and subject to the limitations and exceptions set forth herein under “Collateral and Guarantee Requirements” or in the Agreed Security PrinciplesDocuments, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to this Indenture or the Security Documents), the Company or such Guarantor it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the Collateral, including satisfying the Collateral and Guarantee Requirement with respect to such after-acquired collateral, including and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. . (b) Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting the addition of new Guarantors by execution of a supplemental indenture in the form of Exhibit E or in connection with such Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in such after-acquired collateral owned by such Guarantors (in each case, unless such opinions are delivered to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions of the Credit Agreement)collateral.

After-Acquired Collateral. From and after the Completion Date Effective Date, and subject to the certain limitations and exceptions set forth herein and the Agreed Security Principlesexceptions, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Notes Collateral Security Document (excluding, for the avoidance of doubt, any Excluded AssetsAssets or assets not required to be Collateral pursuant to the Security Documents), the Company or such Guarantor it will be required to execute and deliver such security instruments, financing statements and such certificates and opinions of counsel as are required under this Indenture or any Notes Collateral Security Document to vest in the Notes Collateral Agent a perfected security interest (subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) and to take such actions to add such after-acquired collateral to the CollateralCollateral including satisfying the Collateral Requirement with respect to such after-acquired collateral, and thereupon all provisions of this Indenture and the Notes Collateral Document Security Documents relating to the Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and effect. Notwithstanding the foregoing, Opinions opinions of Counsel counsel will not be required in connection with vesting the addition of new Guarantors or in connection with such Guarantors entering into the Security Documents or to vest in the Notes Collateral Agent of a perfected security interest in such after-acquired collateral owned by such Guarantors (in each casecollateral. With respect to any Collateral constituting Material Real Property acquired after the Effective Date, unless such opinions are delivered the Issuer shall cause the Collateral Requirement to the First Lien Credit Agreement Collateral Agent pursuant to corresponding provisions be satisfied within 120 days of the Credit Agreement).acquisition of such Material Real Property. Table of Contents