Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documents, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Restatement Effective Date by any Loan Party Group Member (other than (x) any property Property described in paragraph (b), (c) or (d) below, below and (y) any property Property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement8.3(g)) as to which the Administrative Collateral Agent, for the benefit of the Secured PartiesParties (in the case of any such Property owned by a Group Member other than an Excluded Foreign Subsidiary), does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and promptly, but in any event within five (5) Business Days of notice thereof from the Administrative Agent no later than 45 days after such event (or such longer period as the Administrative Collateral Agent may agree in its sole discretionreasonable direction)) , (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement and any other Security Document or such other documents as the Administrative Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the applicable Secured PartiesParties (as set forth above), a security interest and Lien in such property Property, in each case, in accordance with the terms and conditions of the applicable Security Documents and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the applicable Secured PartiesParties (as set forth above), a perfected first priority security interest and Lien in any such propertyProperty, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or any other Security Document or by law or as may be requested by the Administrative Collateral Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (Days, or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xi) deposit accounts opened with any Lender, (ii) real property, (iii) Excluded Collateral, (iv) any property described in paragraph (b), (c) or (d) below, (yv) any property subject to a Lien expressly permitted by Section 7.3(g7.3(e) and (zvi) any property that constitutes Excluded Property (as defined otherwise set forth in the Guarantee and Collateral Agreement)Security Documents) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to Lien, within thirty (30) days after the Security Documents, promptly (and in any event within five (5) Business Days of notice acquisition thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree Agent, in its sole discretion), shall agree to) (iA) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable requests to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (iiB) take all actions necessary or reasonably advisable requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in any such property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets (as defined in the Guarantee and Collateral Agreement)) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five ten (510) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may shall agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) three Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)Days) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Original Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Collateral Agent or the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject to the Liens permitted hereunder) in any such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may reasonably be requested by the Administrative Agent or the Collateral Agent. Each of the Lenders hereby authorize each Administrative Agent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.

Additional Collateral, etc. (a) (1) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any real property or property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) constituting Excluded Property and (z) any property with respect to which the Administrative Agent determines that constitutes the cost or burden of subjecting such property to a Lien under the Security Documents is disproportionate to the value of the collateral security afforded thereby) or (2) upon the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary (which is not an Excluded Property (as defined in the Guarantee and Collateral AgreementSubsidiary)) , as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from upon request by the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (subject to (x) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 and (y) in the case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law) security interest under the laws of the United States in any such property, including the filing of Uniform Commercial Code financing statements in such domestic jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five three (53) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (iDays)(i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Effective Date by the Company or any Loan Party of its Required Subsidiaries (other than (xw) any property Specified Property described in paragraph clause (b), (c) or (dc) below, (yx) any property Specified Property subject to a Lien expressly permitted by Section 7.3(g6.01(a) or Section 6.01(l), (y) Specified Property acquired by any Excluded Domestic Subsidiary and (z) Specified Property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Specified Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertySpecified Property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Parent Borrower or any Loan Party of its Material Domestic Subsidiaries (other than (x) any property Property described in paragraph (b), (c) or (d) below, below and (y) any property Property subject to a Lien expressly permitted by Section 7.3(g), (l) and (zif such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) any property that constitutes Excluded Property or (as defined in the Guarantee and Collateral Agreemento)) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in any such propertyProperty, subject to no Liens except as permitted by Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) ), and (z) any property that constitutes other Excluded Property Assets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent 30 days (or such longer period later date as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, other applicable Security Documents or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured PartiesParties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in any such property, including including, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Effective Date by Holdings, the Borrower or any Loan Party other Guarantor (other than (x) any property Property described in paragraph (b), (c) or (d) below, below and (y) any property Property subject to a Lien expressly permitted by Section 7.3(g), 7.3(k), 7.3(n), 7.3(p), 7.3(q), 7.3(r), 7.3(v) and (zor 7.3(w) any property that constitutes Excluded Property (as defined in to the Guarantee and Collateral Agreement)extent the terms of the agreements with respect to such Liens prohibit the granting of a Lien for the benefit of the Secured Parties on such Property) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty (subject to Liens permitted under Section 7.3 (except Section 7.3(j)), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by any Loan Party (other than (xw) any property Real Property or any Property described in paragraph (b), ) or (c) or (d) belowof this Section, (yx) any property Property subject to a Lien expressly permitted by Section 7.3(g7.3(h), 7.3(k) or 7.3(l), (y) any Property acquired by an Excluded Subsidiary or an Excluded Foreign Subsidiary and (z) any property that constitutes Excluded Property Asset (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xi) any property described in paragraph (b), (c) or (d) below, (yii) any property subject to a Lien expressly permitted by Section 7.3(g) ), and (ziii) any property that constitutes Excluded Property Inventory and Vehicles (each as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest (subject to Liens permitted by Section 7.3) in any such property, including the filing of Uniform Commercial Code financing statements (or other documents such as Patent and Trademark Office filings) in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five ten (510) Business Days of notice thereof from the Administrative Agent (after such acquisition or such longer period as the Administrative Agent may shall agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired on or after the Closing Funds Availability Date by any Loan Party (other than (x) Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Collateral Agent, for the benefit of the Senior Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and and, in any event within five (5) 20 Business Days following the date of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent deems necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the Senior Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the Senior Secured Parties, a perfected first priority security interest in any such propertyproperty (subject, in the case of property not constituting Pledged Securities, to Permitted Liens afforded priority ahead of the Lien of the Collateral Agent by operation of law, and in the case of Pledged Securities, to Liens permitted by clause (e) of Section 6.02), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent.

Additional Collateral, etc. (a) With respect to any property (other than any assets expressly excluded from the Collateral pursuant to the Security Documents) acquired after the Closing Date located in the United States and having a value of at least US$5,000,000 by any Loan Party US Group Member (other than (x) real property or Capital Stock of any property described in paragraph (b), (c) or (d) below, Subsidiary and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement7.3(c)) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the US Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably or, in its reasonable judgment, advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or reasonably or, in the reasonable judgment of the Administrative Agent, advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first security interest (to the extent required by the Security Documents and with the priority required by Section 4.19) in such property (with respect to property of a type owned by a US Group Member as of the Closing Date to the extent the Administrative Agent, for the benefit of the Lenders, has a perfected security interest in any such propertyproperty as of the Closing Date), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the US Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, below or (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) ), as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five thirty (530) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may shall agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (or in the case of a foreign Loan Party, a comparable collateral document that is customary in the applicable foreign jurisdiction) or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement (or any comparable foreign collateral document) or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Borrower or any other Loan Party (other than (x) Excluded Assets, (y) any property described in paragraph (b), (c) or (d) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(g6.2(j), (n) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreemento)) as to which the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Guarantee and Collateral Security Agreement or such the other documents Security Document (or execute new Security Documents) as the Administrative Agent Collateral Trustee deems reasonably necessary or reasonably advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest (subject to any Liens permitted under Section 6.2) in any such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Security Agreement (or other Security Document) or by law or as may be reasonably requested by the Administrative AgentAgent or the Collateral Trustee.

Additional Collateral, etc. (a) With respect to any property acquired (to the extent included in the definition of Collateral) owned after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(gSections 7.3 (c), (d), (g), (q) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreementr)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all reasonable actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority First Priority security interest in any such propertyproperty (other than Excluded Perfection Assets), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (x) any property Specified Property described in paragraph (b), (c) or (d) below, (y) any property Specified Property subject to a Lien expressly permitted by Section 7.3(gsubsection 7.1(a) or 7.1(l) and (z) Specified Property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary or by any other Foreign Subsidiary other than Capital Stock of, or acquired by, any Foreign Subsidiary Borrower) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property Specified Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in any such propertySpecified Property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Original Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g8.3(g) and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Collateral Agent such amendments to the Amended and Restated Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyproperty if and to the extent that a security interest may be perfected under applicable law, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Amended and Restated Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Borrower (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement6.03(g)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and and, in any event event, within five ten (510) Business Days after the acquisition of notice thereof from such property, or such later date as may be approved in writing by the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents or agreements, in each case, as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such property and (ii) take all actions necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentAgent (it being agreed that no consents shall be required with respect to any pledge of Equity Interests of non-Wholly Owned Subsidiaries of the Borrowers).

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by Holdings, the Company or any Loan Party Subsidiary (other than (v) real property, (w) immaterial property, (x) any property described in paragraph (b), (c) or (dc) below, (y) property acquired by any property subject to a Lien expressly permitted by Section 7.3(g) Foreign Subsidiary and (z) any property assets acquired pursuant to Section 6.06(j) that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)are not equity interests in, or assets held by, a Subsidiary Guarantor) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which that is intended to constitute Collateral pursuant be subject to the security interests created by any of the Security DocumentsDocuments but which is not so subject thereto, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by Parent, the Borrower or any Loan Party of its Subsidiaries (other than (w) interests owned by a Securitization Entity in accounts receivable and related assets conveyed to it by the Borrower or any of its Subsidiaries, directly or indirectly, in connection with any Qualified Securitization Transaction, (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in any such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Effective Date by any Loan Party Group Member (other than (x) any property described in paragraph (b), (c) or (d) belowbelow and any interest in real property, (y) any property subject to a Lien expressly permitted by Section 7.3(g8.3(f) and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative either Collateral Agent, for the benefit of the relevant Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative such Collateral Agent such amendments to the relevant Guarantee and Collateral Agreement or such other documents as the Administrative such Collateral Agent deems necessary or reasonably advisable to grant to the Administrative such Collateral Agent, for the benefit of the relevant Secured Parties, (A) a first priority security interest in such property property, in the case of the First Lien Secured Parties, and (B) a second priority security interest in such property, in the case of the Second Lien Secured Parties (subject, in each case, to Liens permitted by Sections 8.3(a) through (e)) and (ii) take all actions necessary or reasonably advisable to grant to the Administrative such Collateral Agent, for the benefit of the relevant Secured Parties, (A) a perfected first priority security interest in any such property, in the case of the First Lien Secured Parties, and (B) a perfected second priority interest in such property, in the case of the Second Lien Secured Parties, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the relevant Guarantee and Collateral Agreement or by law or as may be requested by the Administrative such Collateral Agent.

Additional Collateral, etc. (a) With respect to any property personal Property acquired after the Closing Date by Borrower or any of its Restricted Subsidiaries constituting possessory collateral required to be delivered to Administrative Agent pursuant to any other provision hereof or any other Loan Party Document, and any collateral accounts required to be created under this Agreement or any other Loan Document (other than but specifically excluding (x) any property Collateral described in paragraph (b), clauses (c) or (d) belowof this Section 5.9, (y) any property Collateral subject to a Lien expressly permitted by Section 7.3(gSections 6.3(f) and 6.3(g) (but only for so long as so subject), and (z) any property that constitutes Collateral acquired by an Excluded Property (as defined in the Guarantee and Collateral AgreementForeign Subsidiary or a U.S. Holding Company)) , as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documentssecurity interest, promptly (and and, in any event event, within five (5) Business Days of notice thereof from the Administrative Agent 30 days (or such longer period later date as may be permitted by the Administrative Agent may agree in its sole discretion)Agent) following the date of such acquisition): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee Guaranty and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Collateral, and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority First Priority security interest in any such propertyCollateral, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With Concurrently with or prior to any delivery of a Compliance Certificate pursuant to Section 5.02(b) in respect of the first full fiscal quarter of the Company ending after the acquisition of any such Property, the Company will, and will cause each of its Subsidiaries (other than any Receivables Entity) to, during a Collateral Period, with respect to any property Property acquired after the Closing Original Effective Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) belowExcluded Property, (y) any property Property described in paragraphs (b) or (c) of this Section, and (z) any Property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement6.02(g)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty, including without limitation, the filing of Uniform Commercial Code UCC and PPSA financing statements (or similar filings), as applicable, in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (other than Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement7.3(d)) as to which the Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) ten Business Days of notice thereof from (as such time period may be extended by the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Borrower or any Loan Party of the Subsidiary Guarantors (other than (xv) Excluded Assets (as defined in the Guarantee and Collateral Agreement), (w) any property described in paragraph (b), (c) or (d) below, (yx) any property subject to a Lien expressly permitted by Section 7.3(g8.03(g), (y) property acquired by any Excluded Subsidiary and (z) any property that constitutes Excluded Property (as defined in of the Guarantee and Collateral Agreement)type excluded from the Security Documents) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property to the extent required under the Guaranty and Collateral Agreement and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyproperty to the extent required under the Guaranty and Collateral Agreement (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agentlaw.

Additional Collateral, etc. (a) With respect to any property personal Property acquired after the Closing Date by Borrower or any of its Restricted Subsidiaries constituting possessory collateral required to be delivered to Administrative Agent pursuant to any other provision hereof or any other Loan Party Document, and any collateral accounts required to be created under this Agreement or any other Loan Document (other than but specifically excluding (x) any property Collateral described in paragraph clauses (b), (c) or (d) belowof this Section 5.9, (y) any property Collateral subject to a Lien expressly permitted by Section 7.3(gSections 6.3(f) and 6.3(g) (but only for so long as so subject), and (z) any property that constitutes Collateral acquired by an Excluded Property (as defined in the Guarantee and Collateral AgreementForeign Subsidiary or a U.S. Holding Company)) , as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documentssecurity interest, promptly (and and, in any event event, within five (5) Business Days of notice thereof from the Administrative Agent 30 days (or such longer period later date as may be permitted by the Administrative Agent may agree in its sole discretion)Agent) following the date of such acquisition): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee Guaranty and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Collateral, and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority First Priority security interest in any such propertyCollateral, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Amendment and Restatement Date by any Loan Party (including the Acquired Assets but other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets (as defined in the Guarantee and Collateral Agreement)) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five ten (510) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may shall 105 agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g7.3(g)(i) and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyproperty if and to the extent that a security interest may be perfected under applicable law, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Documentation Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) ), and (z) any property that constitutes other Excluded Property Assets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent 30 days (or such longer period later date as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, other applicable Security Documents or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured PartiesParties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in any such property, including including, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.. 108

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by any Loan Party (other than (xi) any property Property described in paragraph paragraphs (b), (c) or (d) belowof this Section, (yii) any property Property subject to a Lien expressly permitted by Section 7.3(g) (iii) Property acquired by an Excluded Foreign Subsidiary and (ziv) any property that constitutes Excluded Property (as defined which, if owned by such Loan Party on the Closing Date would not be covered by the grant of security interest in Section 3 of the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documentssecurity interest, promptly (and and, in any event event, within five (5) Business Days 15 days following the date of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)acquisition) (i) execute and deliver (or cause such execution and delivery) to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty (subject only to Permitted Liens), including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to The Borrower shall promptly (and in any event within 7 Business Days) notify the Agent of any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement6.3(g)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documents, promptly (and in any event within five (5) Lien. Within 7 Business Days of notice thereof from (60 days with respect to any foreign security documents or perfection steps) after any request by the Administrative Agent (or such longer period as the Administrative Agent may shall agree in its sole discretion)) , the Borrower shall (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, other Security Documents, or such other documents as the Administrative Agent deems necessary or reasonably advisable requests to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 6.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, other Security Documents, or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (dc) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g7.3(k), (u) (but solely to the extent that a Lien would be restricted by a contractual obligation incurred in connection with such permitted Lien and only so long as such contractual restriction exists) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Property) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and and, in any event event, within five sixty (560) Business Days days, provided that such time period may be extended in the reasonable discretion of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority (subject to any Customary Intercreditor Agreements) security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xi) deposit accounts opened with any Lender, (ii) real property, (iii) Excluded Collateral, (iv) any property described in paragraph (b), (c) or (d) below, (yv) any property subject to a Lien expressly permitted by Section 7.3(g7.3(e) and (zvi) any property that constitutes Excluded Property (as defined otherwise set forth in the Guarantee and Collateral Agreement)Security Documents) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to Lien, within thirty (30) days after the Security Documents, promptly (and in any event within five (5) Business Days of notice acquisition thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree Agent, in its sole discretion), shall agree to) (iA) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable requests to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (iiB) take all actions necessary or reasonably advisable requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in any such property), including the filing of CHAR1\1969725v1CHAR1\1969725v3 Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Collateral Agent or the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject to the Liens permitted hereunder) in any such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may reasonably be requested by the Administrative Agent or the Collateral Agent. Each of the Lenders hereby authorize each Administrative Agent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.

Additional Collateral, etc. (a) (1) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any real property or property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) constituting Excluded Property and (z) any property with respect to which the Administrative Agent determines that constitutes the cost or burden of subjecting such property to a Lien under the Security Documents is disproportionate to the value of the collateral security afforded thereby) or (2) upon the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary (which is not an Excluded Property (as defined in the Guarantee and Collateral AgreementSubsidiary)) , as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from upon request by the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (subject to (x) in the case of Collateral other than Pledged Stock, Liens permitted by ‎Section 7.2 and (y) in the case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law and subject to Section 5.9(b)) security interest under the laws of the United States in any such property, including the filing of Uniform Commercial Code financing statements in such domestic jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) ), and (z) any property that constitutes other Excluded Property Assets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) three Business Days of notice thereof from the Administrative Agent (or such longer period later date as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, other applicable Security Documents or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured PartiesParties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in any such property, including including, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien 109 expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documents, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) ), and (z) any property that constitutes other Excluded Property Assets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) three Business Days of notice thereof from the Administrative Agent (or such longer period later date as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, other applicable Security Documents or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured PartiesParties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in any such property, including including, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Company or any Loan other Indenture Party (other than (x) Excluded Assets, (y) any property described in paragraph (b), (c) or (d) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(g6.2(j), (n) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreemento)) as to which the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Guarantee and Collateral Security Agreement or such the other documents Security Document (or execute new Security Documents) as the Administrative Agent Collateral Trustee deems reasonably necessary or reasonably advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest (subject to any Liens permitted under Section 6.2) in any such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Security Agreement (or other Security Document) or by law or as may be reasonably requested by the Administrative AgentCollateral Trustee in its discretion (or as instructed by the Holders).

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) ), and (z) any property that constitutes other Excluded Property Assets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) three Business Days of notice thereof from the Administrative Agent (or such longer period later date as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, other applicable Security Documents or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property as credit support for the applicable Obligations and (ii) take all actions as may be reasonably necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured PartiesParties as credit support for the applicable Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in any such property, including including, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member other than the Securitization Subsidiaries (other than (v) interests in real property, (w) personal property of a type excluded from the definition of “Collateral” in the Guarantee and Collateral Agreement, (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g6.3(g) or 6.3(i) and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first or second priority security interest in such property (subject to any Liens permitted by Section 6.3 solely to the extent that such Liens have priority under applicable law), as applicable, in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by Superholdings, Holdings, the Borrower or any Loan Party of its Restricted Subsidiaries (other than (w) any “Excluded Collateral,” as defined in the Guarantee and Collateral Agreement, (x) any property Property described in paragraph (b), ) or paragraph (c) of this Section or (d) belowany other interest in real property, (y) any property Property subject to a Lien expressly permitted by Section 7.3(g), (k), (n) and (z) any property that constitutes and (z) Property acquired by an Excluded Property (as defined in the Guarantee and Collateral Agreement)Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property, to the extent required by the Guarantee and Collateral Agreement, and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty, to the extent required by the Guarantee and Collateral Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) that would not constitute Collateral under the terms of the Guarantee and Collateral Agreement and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions or filings with the U.S. Patent and Trademark Office or the U.S. Copyright Office as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) ), as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five three (53) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may shall agree in its sole discretion)) to the extent requested by the Administrative Agent (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement (or any comparable foreign collateral document) or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by Holdings or any Loan Party of its Subsidiaries (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g6.3(g) and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent; provided that Holdings and its Subsidiaries shall not be required to comply with the requirements of this Section 5.9(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Borrower or any Loan Party of the Subsidiary Guarantors (other than (xv) Excluded Assets (as defined in the Guarantee and Collateral Agreement), (w) any property described in paragraph (b), (c) or (d) below, (yx) any property subject to a Lien expressly permitted by Section 7.3(g8.03(g), (y) property acquired by any Excluded Subsidiary and (z) any property that constitutes Excluded Property (as defined in of the Guarantee and Collateral Agreement)type excluded from the Security Documents) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property to the extent required under the Guarantee and Collateral Agreement and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyproperty to the extent required under the Guarantee and Collateral Agreement (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agentlaw.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) property excluded from Collateral by the Security Documents, (y) any property described in paragraph (b), ) or (c) or below and (d) below, (yz) any property subject to a Lien expressly permitted by Section 7.3(g6.3(c), (d), (f), (g), (j) and (zm) any property that constitutes Excluded Property (or as defined in permitted pursuant to the Guarantee and Collateral Agreement)Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, or the Collateral Agent, for the benefit of the Secured Parties, as applicable, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documents(“Excluded Assets”), promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent and/or the Collateral Agent such amendments to the Guarantee and Collateral Agreement, the Pledge and the Collateral Agency Agreement or such other documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Collateral Agent, for the benefit of the Secured Parties, as applicable, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Collateral Agent, for the benefit of the Secured Parties, as applicable, a perfected first priority security interest in any such propertyproperty (subject to Liens permitted by Section 6.3 or as permitted pursuant to the Security Documents), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or the Pledge and Collateral Agency Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent, as applicable.

Additional Collateral, etc. (a) With respect to any property -------------------------- acquired after the Closing Date by any Loan Party (other than (w) any Excluded Property, (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section Sections 7.3(g) and 7.3(k) solely to the extent that and for so long as the documents evidencing such Lien or the Indebtedness secured by such Lien prohibit the grant of a security interest in or Lien on such property and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Agent, for its benefit and the benefit of the other Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement applicable Security Agreement, or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for its benefit and the benefit of the other Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the its benefit and the benefit of the other Secured Parties, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Agreements or by law or as may be requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall require to confirm the validity, perfection and priority of the Lien of the Security Documents against such after-acquired properties or assets.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party of the type that would have constituted Collateral on the Closing Date (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g7.3(c), (d) and or (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreemente)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable required by the Security Documents to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyproperty (in the case of Collateral other than Pledged Stock, subject only to Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Effective Date by any Loan Party (other than (xw) any property Real Property or any Property described in paragraph (b), ) or (c) or (d) belowof this Section, (yx) any property Property subject to a Lien expressly permitted by Section 7.3(g7.3(h), 7.3(k) or 7.3(l), (y) any Property acquired by an Excluded Subsidiary or an Excluded Foreign Subsidiary and (z) any property that constitutes Excluded Property Asset (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Parent, Holdings, the Borrower or any Loan Party Subsidiary Guarantor (other than (w) the Capital Stock of any Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (x) any property Property described in paragraph (b), (c) or (d) belowof this Section, (y) any interest in real property and (z) any Property subject to a Lien expressly permitted by Section 7.3(g), (k) and or (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreementm)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (subject to liens permitted by the Guarantee and Collateral Agreement) security interest in any such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) ), and (z) any property that constitutes other Excluded Property Assets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent 30 days (or such longer period later date as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, other applicable Security Documents or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured PartiesParties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in any such property, including including, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.. 103

Additional Collateral, etc. (a) With Except as set forth in clause (b) below, with respect to (i) any Equity Interest or other property included in the description of the Collateral under any Security Document or required to be pledged as Collateral pursuant to Section 5.05 and which is acquired after the Closing Effective Date by any Loan Party, or which is owned by a Loan Party that becomes a Loan Party after the Effective Date, and (other than (xii) any other Equity Interest or other property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined included in the Guarantee and Collateral Agreement)) as to which at the Administrative Agent, for the benefit election of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documentsany Loan Party, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (iA) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement applicable Security Document or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Equity Interest or other property and (iiB) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyEquity Interest or other property with the priority specified in such Security Document (subject to the Liens permitted by Section 6.02), including (1) the filing of Uniform Commercial Code and other financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by applicable law or as may be reasonably requested by the Administrative AgentAgent and (2) the delivery to the Agent of physical certificates representing Equity Interests pledged as Collateral, together with stock powers with respect thereto executed in blank by a duly authorized officer of the pledgor thereof.

Additional Collateral, etc. (a) With respect to any property Property having a value of at least $2,000,000 individually (so long as the aggregate fair market value of the Properties excluded by the Borrower from inclusion in the Collateral as a result of such threshold at any time does not exceed $10,000,000 in the aggregate) acquired after the Closing Date by any Loan Party Grantor (other than (x) any property described in paragraph (b), (c) or (d) belowProperty acquired by an Excluded Foreign Subsidiary, (y) Property (other than any property subject to a Lien expressly permitted Oil and Gas Property) acquired by Section 7.3(g) any Bison Entities, and (z) any property that constitutes Excluded other Property (as defined in excluded from the Collateral pursuant to the terms of the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent Mortgages, such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest (subject to Permitted Liens) in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty, including without limitation, the filing of Mortgages or Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by any Loan Party (other than (xi) any property Property described in paragraph paragraphs (b), (c) or (d) belowof this Section, (yii) any property Property subject to a Lien expressly permitted by Section 7.3(g) (iii) Property acquired by an Excluded Foreign Subsidiary, Unrestricted Subsidiary or Immaterial Subsidiary and (ziv) any property that constitutes Excluded Property (as defined which, if owned by such Loan Party on the Closing Date would not be covered by the grant of security interest in Section 3 of the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documentssecurity interest, promptly (and and, in any event event, within five (5) Business Days 30 days following the date of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)acquisition) (i) execute and deliver (or cause such execution and delivery) to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty (subject only to Permitted Liens), including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any owned property constituting Collateral acquired after the Closing RestatementThird Amendment Effective Date by the Borrower or any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) Subsidiary Guarantor as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to (except as expressly set forth in the applicable Security DocumentsDocument), promptly within thirty (and in any event within five (530) Business Days days of notice thereof from the Administrative Agent such acquisitionpromptly (or within such longer period of time as reasonably consented to by the Administrative Agent may agree in its sole discretion)Agent) (i) execute and deliver to the Administrative Agent such amendments to the Amended and Restated Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a (except as expressly set forth in the applicable Security Document) perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Amended and Restated Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Restatement Effective Date by DW Animation or any Loan Party (other than (w) any property that would have been excluded from the definition of “Collateral” as set forth in Section 3 of the Guarantee and Collateral Agreement if such property had been owned by DW Animation or any Grantor (as defined in the Guarantee and Collateral Agreement) prior to the Restatement Effective Date, (x) any property described in paragraph (b), (c) or (d) below, (y) any fee interest in any real property and (z) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement7.2(g)) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in any such propertyproperty (subject only to (x) in the case of property consisting of Capital Stock, Permitted Collateral Liens and (y) with respect to property other than Capital Stock, Liens permitted under Section 7.2), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documents, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.. 109

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (xw) any property described in paragraph (b), (c) or (d) below, (yx) any property subject to a Lien expressly permitted by Section 7.3(g)) (y) motor vehicles and other equipment covered by certificates of title and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as with respect to which the Administrative Agent, for Agent determines that the cost of obtaining the security interest in such assets exceeds the practical benefit of to the Secured PartiesParties afforded thereby), does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as of time agreed to by the Administrative Agent may agree in its sole discretion)Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any personal property acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documents, promptly (and extent commercially reasonable in any event within five (5) Business Days the opinion of notice thereof from the Administrative Agent (or such longer period as in light of the Administrative Agent may agree in its sole discretion)) value obtained by the Lien to be placed thereon, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by any Loan Party (other than (xi) any property Property described in paragraph paragraphs (b), (c) or (d) belowof this Section, (yii) any property Property subject to a Lien expressly permitted by Section 7.3(g) (iii) Property acquired by an Excluded Foreign Subsidiary and (ziv) any property that constitutes Excluded Property (as defined which, if owned by such Loan Party on the Closing Date would not be covered by the grant of security interest in Section 3 of the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security Documentssecurity interest, promptly (and and, in any event event, within five (5) Business Days 30 days following the date of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)acquisition) (i) execute and deliver (or cause such execution and delivery) to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty (subject only to Permitted Liens), including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by Holdings or any Loan Party of its Subsidiaries (other than (xw) any property described in paragraph (b), (c) or (d) below, (yx) any property subject to a Lien expressly permitted by Section subsection 7.3(g) (y) property acquired by any Excluded Foreign Subsidiary and (z) any property with respect to which the Administrative Agent determines, in its sole discretion, that constitutes Excluded Property (as defined the value of the perfection of a security interest in such property would not justify the Guarantee and Collateral Agreement)cost of perfecting a security interest therein) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing First Amendment Effective Date by any Loan Party Borrower or any of its Subsidiaries (other than (xw) any real property or any Property described in paragraph (b)c) of this Section, (cx) vehicles or (d) below, (y) any property Property subject to a Lien expressly permitted by Section 7.3(g), (y) Property acquired by an Excluded Foreign Subsidiary and (z) any property that constitutes Excluded Property Collateral (as such term is defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty (other than Deposit Accounts, unless otherwise requested to take such action by the Administrative Agent, in its sole reasonable discretion), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five three (53) Business Days of notice thereof from the Administrative Agent (or such longer time period as the Administrative Agent may agree determine in its sole discretion)) after such acquisition, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party Party, including pursuant to a Permitted Acquisition (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five three (53) Business Days of notice thereof from the Administrative Agent (or such longer time period as the Administrative Agent may agree determine in its sole discretion)) after such acquisition, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or reasonably advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g6.3(g) and (z) property acquired by any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and in any event within five (5) Business Days of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest (with the priority required by the Intercreditor Agreement) in such property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, (A) a perfected first priority security interest in such property (or, if any Indebtedness under the ABL Credit Agreement is outstanding, a perfected security interest in such propertyproperty with the priority required by the Intercreditor Agreement), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (ai) With respect to any property acquired after the Closing Date by any Loan Party (other than (v) any real property, (w) any property the security interest with respect to which is not required to be granted pursuant to the Security Documents, (x) any property described in paragraph clause (bii), (ciii) or (div) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement5.02(c)(ii)) as to which the Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (as soon as practicable and in any event within five (5) Business Days of notice 45 days after the acquisition thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole reasonable discretion)) , (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Credit Documents or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) if required under the Credit Documents to perfect such Lien, take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in any such propertyproperty to the extent required pursuant to the Security Documents, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (x) any property Property described in paragraph paragraphs (b), (c) or (d) belowof this Section, (y) any property subject to a Lien expressly permitted by Section 7.3(g) Excluded Assets and (z) any property Property acquired by a Subsidiary that constitutes Excluded Property (as defined in the Guarantee and Collateral Agreement)is not a Subsidiary Guarantor) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and which is intended to constitute Collateral pursuant to the Security DocumentsLien, promptly (and and, in any event event, within five (5) Business Days 90 days following the date of notice thereof from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion)acquisition) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such propertyProperty (subject only to Liens permitted by Section 7.3 that are not consensually granted), including including, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.