Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Restatement Closing Date by the Parent, the Borrower or any of its Subsidiaries Subsidiary Guarantor (other than (u) personal property as to which the Administrative Agent, for the benefit of the Secured Parties, is not required to have a perfected security interest pursuant to the Guarantee and Collateral Agreement, (v) the Capital Stock of any real property (or interest therein)Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (bc) or (d) of this Section, (x) any interest in real property, (y) any foreign intellectual property and (z) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (k) and or (z) Property acquired by a Foreign Subsidiarym)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)the Guarantee and Collateral Agreement) security interest in such Property, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower Company or any of its Subsidiaries Subsidiary Guarantor (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 in real property or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this SectionSection 6.08, (yx) any Property subject to a Lien expressly permitted by Section 6.3(g7.03(g) and or (zy) Property acquired by a Foreign an Excluded Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or and such other documents (including intellectual property security agreements) as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject, except in such Property (subject the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 6.37.03) in such Property (to the extent required by the Guarantee and Collateral Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions and/or intellectual property security agreements 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 Collateral Agent.

Additional Collateral, etc. (a) With respect Concurrently with or prior to any Property acquired 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 Closing Date by acquisition of any Property, the Borrower or any Company will, and will cause each of its Subsidiaries (other than (vany Receivables Entity and any Excluded Acquired Subsidiary and any Excluded Non-Wholly Owned Subsidiary and any Captive Insurance Subsidiary) to, during a Collateral Period, with respect to any real property (or interest therein), (w) Property of any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited Loan Party (other than to the extent that (x) any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)Excluded Property, (xy) any Property described in paragraph paragraphs (b) or (c) of this Section, and (yz) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary6.02(g)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property property having a value of at least $5,000,000 acquired after the Closing Restatement Date by the Borrower or any of its Subsidiaries Group Member (other than (v1) Excluded Property, (2) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section), (yc) or (d) below, (3) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(m) and (z4) Property property acquired by a any Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien (except to the extent such property is not required to be subject to a perfected Lien under the terms of the Security Documents due to an explicit exception or applicable threshold amount thereunder), the Borrower shall notify Administrative Agent within the time period specified by the Security Documents or, if no such time period is specified, the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent (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 Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property property (subject to Liens any Lien permitted by pursuant to Section 6.37.3), including without limitation, the filing of appropriate 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 Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any Group Member which is not a Non-Material Subsidiary, Specified Joint Venture, HUD Owner or a not-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Borrower or any Obligations by a Requirement of its Subsidiaries Law (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b), (c) of this Sectionor (d) below, (y) any Property fixed or capital assets subject to a Lien expressly permitted by securing Indebtedness incurred in accordance with Section 6.3(g) 7.2 to finance the acquisition of such fixed or capital assets, provided that such Liens were created substantially simultaneously with the acquisition of such fixed or capital assets and (z) Property property acquired by a any Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property property having a value of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (v1) Excluded Property, (2) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section), (yc) or (d) below, (3) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(m) and (z4) Property property acquired by a any Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien (except to the extent such property is not required to be subject to a perfected Lien under the terms of the Security Documents due to an explicit exception or applicable threshold amount thereunder), Borrower shall notify Administrative Agent within the time period specified by the Security Documents or, if no such time period is specified, Borrower shall promptly notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent (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 Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property property (subject to Liens any Lien permitted by pursuant to Section 6.37.3), including without limitation, the filing of appropriate 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 Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (v) any real property (or interest therein), (w) any Intellectual Property property which would not have been subject to the extent creation of a security interest therein would be contractually prohibited (other than to Lien created by the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406Guarantee and Collateral Agreement or the UK Guarantee and Debenture, 9-407as applicable, 9-408 or 9-409 as of the Uniform Commercial Code Closing Date had such property been owned as of any relevant jurisdiction or any other applicable law or principles of equitythe Closing Date (i.e., excluding (1) leasehold interests in real property and (2) fee interests in real property valued at less than $2,000,000 for insurance purposes), (x) any Property property described in paragraph (b), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.03(f), (g), (p) and (r) and (z) Property property acquired by a any Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement, the applicable Foreign Security Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property property (subject to Liens permitted by Section 6.37.03), including without limitation, the filing of Uniform Commercial Code financing statements or the making of such other filings or recordings in such jurisdictions as may be required by the Guarantee and Collateral Agreement, any Foreign Security Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Restatement Date by the Borrower any Loan Party or any of its Subsidiaries Enterasys (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b) of this Sectionor (c) below, and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary7.3(g)) as to which the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or such other documents as the Administrative Agent or the Collateral Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens except as expressly permitted by Section 6.3)7.3) security interest and Lien in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Enterasys Pledge Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Property property acquired by a any Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, 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 Agent. Notwithstanding the foregoing, neither Holdings nor the Borrower shall be required, and the Borrower shall not be required to cause each of its Subsidiaries, to take any actions or accept any contract terms which could reasonably be expected to have a Material Adverse Effect or cause undue hardship or excessive costs to Holdings, the Collateral AgentBorrower or such Subsidiary, as the case may be, in order to obtain the necessary consents to an assignment of its rights, title and interest in the Collateral.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Amendment/Restatement Effective Date by the Borrower or any of its Subsidiaries (other than (v) any leasehold interests in real property (or interest therein)property, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)prohibited, (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any Group Member which is not a Non-Material Subsidiary, Specified Joint Venture or a not-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Borrower or any Obligations by a Requirement of its Subsidiaries Law (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (bc), (d) of this Sectionor (e) below, (y) any Property fixed or capital assets subject to a Lien expressly permitted by securing Indebtedness incurred in accordance with Section 6.3(g) 7.2 to finance the acquisition of such fixed or capital assets, provided that such Liens were created substantially simultaneously with the acquisition of such fixed or capital assets and (z) Property property acquired by a any Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, 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 or the Collateral Agent; provided, further that no such Lien shall be required to be granted on any real property.

Additional Collateral, etc. (a) With Subject to the terms of the Intercreditor Agreement and this Section 5.10, with respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g6.2(e) or 6.2(j) and (z) Property property acquired by a any Excluded Subsidiary or Foreign Subsidiary) that is of the same type as that included as Collateral in the Security Documents and that is intended to be subject to the Lien created by any of the Security Documents as to which the Collateral Administrative Agent, for the benefit acting in its capacity as collateral agent on behalf of the Secured PartiesLenders, does not have a perfected Lien, promptly (and in any event within thirty (30) days after the acquisition thereof (or such longer period of time not to exceed an addition thirty (30) days as may be permitted by the written consent of the Administrative Agent) (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 Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit acting in its capacity as collateral agent on behalf of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, including without limitation, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower Parent, Holdings or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) or paragraph (c) of this Section, (yx) any Property subject to a Lien expressly permitted by Section 6.3(g10.3(h), (y) any Property acquired by an Excluded Foreign Subsidiary and (z) any Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Foreign SubsidiaryContractual Obligation binding on Parent, Holdings or the Subsidiary that is the owner of such Property, PROVIDED that such Contractual Obligation existed at the time such Property was acquired and was not entered into in anticipation of such acquisition) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3Permitted Liens), 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect Concurrently with or prior to any Property acquired 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 Closing Date by acquisition of any Property, the Borrower or any Company will, and will cause each of its Subsidiaries (other than (vany Receivables Entity and any Excluded Acquired Subsidiary and any Excluded Non-Wholly Owned Subsidiary and any Captive Insurance Subsidiary) to, during a Collateral Period, with respect to any real property (or interest therein), (w) Property of any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited Loan Party (other than to the extent that (x) any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)Excluded Property, (xy) any Property described in paragraph paragraphs (b) or (c) of this Section, and (yz) any Property subject to a Lien expressly 112 permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary6.02(g)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by Holdings, the Borrower or any of its Material Subsidiaries (other than (v) any real property (or interest therein)property, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b) or paragraph (d) of this Section, (x) the Capital Stock of Assisted Living, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Property acquired by a an Excluded Foreign Subsidiary or an Unrestricted Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, 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. For purposes of clarity and notwithstanding any provisions of the Guarantee and Collateral Agreement or any other Loan Document to the contrary, the Capital Stock of Assisted Living shall not be subject to the security interest of the Administrative Agent or and shall be deemed to be “Excluded Assets” under and as defined in the Guarantee and Collateral AgentAgreement.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (v) any real property (or interest therein), (w) any Intellectual Property property which would not have been subject to the extent creation of a security interest therein would be contractually prohibited (other than to Lien created by the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 Guarantee and Collateral Agreement as of the Uniform Commercial Code Closing Date had such property been owned as of any relevant jurisdiction or any other applicable law or principles the Closing Date (i.e., excluding (1) leasehold interests in real property and (2) fee interests in real property with a fair market value of equityless than $1,500,000), (x) any Property property described in paragraph (b), (c) of this Section, or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.03(f), (g), (p) and (z) Property acquired by a Foreign Subsidiaryr)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to either of the Guarantee and Collateral Agreement Agreements or such other documents as the Administrative Agent or the Collateral Revolver Agent deems deem necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property property (subject to Liens permitted by Section 6.37.03 (other than Liens permitted by Section 7.03(t))), including without limitation, the filing of Uniform Commercial Code financing statements or the making of such other filings or recordings in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreements or by law Law or as may be requested by the Administrative Agent or the Collateral Revolver Agent.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b), (c) of this Section, or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(gSections 7.2(2)(C) and (z) Property acquired by a Foreign Subsidiaryor 7.2(2)(D)) as to which the Collateral Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (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 Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, 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 (to the extent perfection may be achieved by such actions under the laws of the United States or a jurisdiction thereof); provided that in no event shall any Loan Party be required to perfect any Lien by means other than the delivery of share certificates or the Collateral Agentmaking of filings, registrations or recordings required for perfection under the laws of the United States or any jurisdiction thereof other than as required pursuant to Section 7.4.

Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b), (c) of this Sectionor (d) below, and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary7.3(g)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and in any event within three Business Days) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the US Guarantee and Collateral Agreement Agreement, the BVI Guarantee and Collateral Agreement, the Share Charges or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to evidence that they are a Guarantor and grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest in such Property (subject to Liens permitted by Section 6.3)property, including without limitation, the filing of Uniform Commercial Code financing statements or other forms of registration or recording of security in such jurisdictions as may be required by the US Guarantee and Collateral Agreement, the BVI Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent or Agent; provided that the foregoing shall not require the delivery of a “control agreement” with respect to any Investment Account (as defined in the US Guarantee and Collateral Agreement) if the balance of such Investment Account is less than $500,000 individually, and the aggregate balance of all Investment Accounts that are not subject to the Administrative Agent’s perfected Lien does not exceed $1,000,000 in the aggregate.

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 and any Excluded Acquired Subsidiary) to, during a Collateral Period, with respect to any Property acquired after the Closing Original Effective Date by the Borrower or any of its Subsidiaries Loan Party (other than (vx) any real property (or interest therein)Excluded Property, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (xy) any Property described in paragraph paragraphs (b) or (c) of this Section, and (yz) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary6.02(g)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property -------------------------- acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 owned or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)leased real property, (x) any Property described in paragraph (b), (c) of this Sectionor (d) below, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (k) or (l), and (z) Property acquired by located at a Foreign Subsidiaryparticular site having a value of less than $400,000) as to which the Collateral Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (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 Agent deems reasonably necessary or advisable in order to grant to the Collateral Agent deems Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured PartiesLenders, a perfected security interest in such Property and (ii) take that is prior to all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority other security interest in such Property (subject to Liens interests except as permitted by Section 6.3)7.3, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Restatement Effective Date by the Borrower or any Subsidiary Guarantor or, in the case of its Subsidiaries inventory or equipment, any Property moved after the Restatement Effective Date by the Borrower or any Subsidiary Guarantor (other than (vx) any real property Real Estate (or interest therein), the Loan Parties' obligations with respect to which are set forth below in paragraph (wb) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (xthis Section) and any Property described in paragraph paragraphs (bc) or (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(gSections 7.3(f) or (n) and (z) Property acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 30 days following the date of such acquisition) (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 Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, 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 Security Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date with a fair market value in excess of $500,000 by the Borrower or any of its Domestic Subsidiaries (other than (vw) any real property described in paragraph (or interest thereinb), (wc) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited or (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)d) below, (x) any Property described in paragraph (b) of this Section, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) property acquired by any Unrestricted Subsidiary or Joint Venture and (z) Property acquired by acquisition of any additional interest in Dxxxx International Pet Products LLC to the extent its limited liability company agreement prohibits the granting of a Foreign Subsidiarysecurity interest in its limited liability interests (provided, however, that the Borrower shall use commercially reasonable efforts to amend such agreement to permit such grant)) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property, (ii) amend Schedule 5.1(1) and (iiiii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property assets acquired after the Closing Effective Date by the Borrower Parent, the Company or any of its Subsidiaries Subsidiary (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property assets described in paragraph subsection (b) of this Sectionor (c) below, (y) immaterial assets a security interest with respect to which cannot be perfected by filing UCC-1 financing statements and (z) any Property assets subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary7.2) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesBanks, does not have a perfected LienLien (including, without limitation, the interests of the Company and/or any Subsidiary in any Indebtedness permitted under subsection 7.6(f) and all notes or other instruments evidencing such Indebtedness), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement or the Guarantee and Collateral Security Agreement or such other documents as the Administrative Agent or the Collateral Agent deems Required Banks deem necessary or advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesBanks, a security interest in such Property and assets, (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesBanks, a perfected first priority security interest in such Property (assets, subject only to Liens permitted by Section 6.3)Permitted Liens, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral appropriate Security Agreement or by law or as may be requested by the Administrative Agent or and (iii) if requested by the Collateral Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i) and (ii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party that is a Grantor (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property property described in paragraph (b), (c) of this Section, or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g) and 7.2(2)(C), (z) Property acquired by a Foreign SubsidiaryD)) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (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 Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, 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 (to the extent perfection may be achieved by such actions under the laws of the United States or a jurisdiction thereof); provided that in no event shall any Grantor be required to perfect any Lien by means other than the delivery of share certificates or the Collateral Agentmaking of filings, registrations or recordings required for perfection under the laws of the United States or any jurisdiction thereof.

Additional Collateral, etc. (a) With respect to any Property property having a value of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (v1) Excluded Property, (2) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section), (yc) or (d) below, (3) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(m) and (z4) Property property acquired by a any Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien (except to the extent such property is not required to be subject to a perfected Lien under the terms of the Security Documents due to an explicit exception or applicable threshold amount thereunder), the Borrower shall notify Administrative Agent within the time period specified by the Security Documents or, if no such time period is specified, the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent (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 Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property property (subject to Liens any Lien permitted by pursuant to Section 6.37.3), including without limitation, the filing of appropriate 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 Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (vx) any real property (or interest therein)estate and fixtures, (w) any Intellectual including, without limitation, Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property type described in paragraph (b), or any Property of the type described in paragraph (c) of this Section, and (y) any Property subject to a Lien expressly permitted by Section 6.3(gSections 7.3(f), (g) and or (z) Property acquired by a Foreign Subsidiarym)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien (other than by reason of such Property being Excluded Property or as a result of the Permitted Perfection Exception), promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Permitted Liens permitted by Section 6.3and the Permitted Perfection Exception), 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (vw) any subject to paragraph (b) of this Section, real property (or interest therein), (w) any Intellectual Property including fixtures to the extent creation such fixtures are included within the definition of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equityPermitted Perfection Exception), (x) any Property described in paragraph (bc) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) or (l) and (z) Property acquired by a Foreign Subsidiary or an Immaterial Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or and the Collateral Agent deems deem necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, 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 or the Collateral Agent, except in each case as permitted in the definition of Permitted Perfection Exceptions.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date with a fair market value in excess of $500,000 by the Borrower or any of its Domestic Subsidiaries (other than (vw) any real property described in paragraph (or interest thereinb), (wc) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited or (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)d) below, (x) any Property described in paragraph (b) of this Section, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) property acquired by any Unrestricted Subsidiary or Joint Venture and (z) Property acquired by acquisition of any additional interest in Dxxxx International Pet Products LLC to the extent its limited liability company agreement prohibits the granting of a Foreign Subsidiarysecurity interest in its limited liability interests (provided, however, that the Borrower shall use commercially reasonable efforts to amend such agreement to permit such grant)) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or the Collateral any Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)property, 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 or the Collateral any Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph paragraphs (b), (c) or (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) Excluded Assets and (z) Property acquired by a Foreign SubsidiarySubsidiary that is not a Subsidiary Guarantor) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and, in any event, within 90 days following the date of such 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 Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject only to Liens permitted by Section 6.3)7.3 that are not consensually granted, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries Subsidiary Guarantor that constitutes Collateral described in the Guarantee and Collateral Agreement with respect to such Loan Party (other than (vw) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)property, (x) any Property described in paragraph (b), (c) and (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Property acquired by a Foreign Special Purpose Subsidiary or an Immaterial Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and, in any event, within 30 days following the date of such acquisition) (i) execute and deliver or cause execution and delivery to the Administrative Agent and the Collateral Agent of such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property to the extent constituting Collateral described in the Guarantee and Collateral Agreement with respect to such Loan Party and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property to the extent constituting Collateral described in the Guarantee and Collateral Agreement with respect to such Loan Party (subject only to Liens permitted by Section 6.3Permitted Liens), 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 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 the Parent, Holdings, Intermediate Holdings, the Borrower or any of its Subsidiaries Subsidiary Guarantor (other than (u) personal property as to which the Administrative Agent, for the benefit of the Secured Parties, is not required to have a perfected security interest pursuant to the Guarantee and Collateral Agreement, (v) the Capital Stock of any real property (or interest therein)Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (bc) or (d) of this Section, (x) any interest in real property, (y) any foreign intellectual property and (z) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (k) and or (z) Property acquired by a Foreign Subsidiarym)) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected LienLien to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)the Guarantee and Collateral Agreement) security interest in such Property, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any leasehold interests in real property (or interest therein)property, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity)prohibited, (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date or, in the case of inventory or equipment, any Property moved after the Closing Date, by the Borrower or any of its Subsidiaries or any Capital Stock of the Borrower acquired by Holdings after the Closing Date (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph paragraphs (b), (c) or (d) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Property acquired by a an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and, in any event, within 30 days following the date of such acquisition) (or, with respect to any Capital Stock of the Borrower acquired by Holdings after the Closing Date, shall cause Holdings to) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents (including landlord waivers) as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)Property, 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Restatement Effective Date by the Borrower or any of its Subsidiaries Subsidiary Guarantor (other than (vx) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) any equity interest in or Property acquired by of a Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property Property, in each case prior and superior in right to any other Person (subject to except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.37.3, and, in the case of Pledged Stock, (i) Liens permitted by Section 7.3(s) and (ii) Liens permitted by Section 7.3(a) to the extent such Liens are prior and superior to the Liens granted under the Security Documents by operation of law), 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 or the Collateral Agent.

Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Amendment and Restatement Effective Date by the Borrower Parent, Holdings or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), (x) any personal Property described in paragraph (bc) of this Section, (yx) any Property subject to a Lien expressly permitted by Section 6.3(g10.3(h), (y) any Property acquired by an Excluded Foreign Subsidiary and (z) any Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Foreign SubsidiaryContractual Obligation binding on Parent, Holdings or the Subsidiary that is the owner of such Property, PROVIDED that such Contractual Obligation existed at the time such Property was acquired and was not entered into in anticipation of such acquisition) as to which the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, does not have a perfected Lien, promptly (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 Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3Permitted Liens), 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 or the Collateral Agent.