such reference shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(f) After the occurrence of a European Domicile Transaction, the Payor will pay and indemnify the Holders and beneficial owners of the Notes for any present or future stamp, transfer, issue, registration, court or documentary taxes, or any other excise, property or similar taxes or similar charges or levies (including any related interest or penalties with respect thereto) that arise in a Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of, or receipt of payments with respect to, any Note or any Guarantee of a Note, this Indenture, or any other document or instrument in relation thereto (other than in each case, in connection with a transfer of the Notes after the offering and limited, solely to the extent of such taxes or similar charges or levies that arise from the receipt of any payments of principal or interest on the Notes, to any such taxes or similar charges or levies that are not excluded under clauses (1) through (3) and (5) through (10)).
The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will applymutatis mutandisto any jurisdiction in which any successor to a Payor is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to the Notes or Guarantees thereof is made by or on behalf of such Payor, or any political subdivision or taxing authority or agency thereof or therein.
Section 4.18 Further Instruments and Acts; Information Regarding Collateral; Further Assurances; After-Acquired Property.
(a) Subject to the applicable limitations set forth in the Notes Collateral Documents and this Indenture (including with respect to the Excluded Assets), the Issuer and the Guarantors shall promptly 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 in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Notes Collateral Documents in the Collateral.
(b) Subject to the provisions set forth in the Notes Collateral Documents, from and after the Issue Date, upon the acquisition by the Issuer or any Guarantor of any after-acquired property (other than any Excluded Assets), the Issuer shall, and shall cause its Subsidiaries to, as soon as practicable, but in any event, within the earlier of (x) the date upon which the following actions are taken with respect to granting security in favor of lenders under the Corporate Credit Facilities or (y) 120 days following such acquisition, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Notes Collateral Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Notes Collateral Documents, a valid, legal and perfected Lien and security interest in and on all such after- acquired property (subject to the terms of the Intercreditor Agreements and the Notes Collateral Documents), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties, subject to no Liens other than Permitted Liens and with the priority set forth in the ABL Intercreditor Agreement, and thereafter added to and deemed Collateral;provided, however, that (x) the Collateral shall not include any asset acquired after the Issue Date with respect to which the Term Loan Administrative Agent and the Issuer reasonably agree that the cost of obtaining a security interest or perfection thereof is excessive in relation to the benefit to the lenders under the Term Loan Facility of the security to be afforded thereby as to which no security interest is granted in favor of the Term Loan Administrative Agent or the lenders under the Term Loan Facility, (y) until the discharge of the ABL Obligations, the Issuers and the Guarantors shall only be required to comply with the foregoing requirements with respect to after-acquired property of the type that would constitute ABL Collateral to the extent that such after-acquired property is concurrently pledged to secure the ABL Obligations and (z) no such after-acquired property will secure the Notes prior to the time, if any, that such property is pledged to secure the obligations of the Issuer and the Guarantors under the Term Loan Facility.
(c) Within 150 days of the Issue Date, subject to the applicable limitations set forth in the Notes Collateral Documents and this Indenture, with respect to any interest in any fee owned real property owned at the Issue Date by the Issuer or any Guarantor (other than (x) any Excluded Assets and (y) such real property subject to a Lien expressly permitted by clause (8) of the definition of “Permitted Liens” or subject to Liens securing or arising pursuant to sale leaseback transactions, in each case, to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Noteholder Secured Parties), the Issuer or such Guarantor will (i) execute and deliver a Mortgage, in favor of the Notes Collateral Agent, for the benefit of the Noteholder Secured Parties, covering such interest in real property; (ii) a Title Policy as well as a current ALTA survey thereof, together with a surveyor’s certificate (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy; (iii) deliver to the Notes Collateral Agent legal opinions relating to the enforceability and, to the extent such opinions had been delivered under the Term Loan Facility, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, substantially similar to that which had been provided to the Term Loan Administrative Agent under the corresponding requirement under the Term Loan Facility; and (iv) provide evidence reasonably satisfactory to the Notes Collateral Agent of payment by the Issuer of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by clause (ii) above.
(d) Within 90 days of the acquisition of any interest in any fee owned real property (or such later date as the Term Loan Agent may have agreed to under the Term Loan Facility, or, if the Term Loan Facility is not then outstanding, such longer time as would customarily be agreed to by a comparable administrative agent) of the acquisition of real property by the Issuer or a Guarantor (other than as set forth in clause (a) above), subject to the applicable limitations set forth in the Notes Collateral Documents and this Indenture, with respect to such interest in any real property (other than (x) any Excluded Assets and (y) such real property subject to a Lien expressly permitted by clause (8) of the definition of “Permitted Liens” or subject to Liens securing or arising pursuant to sale leaseback transactions, in each case, to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Noteholder Secured Parties), the Issuer or Guarantor will; (i) execute and deliver a Mortgage, in favor of the Notes Collateral Agent, for the benefit of the Noteholder Secured Parties, covering such interest in real property; (ii) a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey, together with a surveyor’s certificate (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy (provided, any such Title Policy shall not be provided to the extent the Term Loan Administrative Agent has not requested such Title Policy pursuant to the terms of the Term Loan Facility); (iii) deliver to the Notes Collateral Agent legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby (provided, any such legal opinions shall not be provided to the extent the Term Loan Administrative Agent has not requested such opinion pursuant to the terms of the Term Loan Facility), which opinions shall be in form and substance, and from counsel, substantially similar to that which had been provided to the Term Loan Administrative Agent under the corresponding requirement under the Term Loan Facility (or in customary form if the Term Loan Facility is not then in effect); and (iv) provide evidence reasonably satisfactory to the Notes Collateral Agent of payment by the Issuer of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by clause (ii) above.
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