any acquired or newly formed Borrower or Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03 and # to the extent required by the Collateral and Guarantee Requirement and the Agreed Security Principles, as applicable, # the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and # any such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case, in accordance with Section 6.11 (any such acquisition, a “Permitted Acquisition”);

any acquisition of all or substantially all the assets of a Person, or any Equity Interests in a Person that becomes a Restricted Subsidiary or a division or line of business of a Person (or any subsequent Investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: # no Event of Default under Sections ‎8.01(a) or ‎(f) with respect to the Borrower shall have occurred and be continuing, # any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by ‎[Section 7.03] and # to the extent required by the Collateral and Guarantee Requirement, # the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and # any such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case, in accordance with ‎[Section 6.11] (any such acquisition, a “Permitted Acquisition”);

Additional Guarantees and Collateral. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (other than an Excluded Subsidiary; provided that # any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary and # any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 7.12) by any Loan Party, the Borrowers shall, in each case, at the Borrowers’ sole expense: