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, (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 Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, 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.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower DW Animation 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, (x) any Property property that would have been excluded from the definition of Collateral as set forth in Section III of the Guarantee and Collateral Agreement if such property had been owned by DW Animation or any Grantor prior to the Closing Date, (y) any property described in paragraph (b) of this Section), (yc) or (d) below and (z) any Property property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary7.2(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, 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 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 of its Subsidiaries Group Member (other than (vx) real property, (y) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited, (x) any Property described in paragraph (b) of this Sectionor (c) below, and (yz) any Property property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary6.2(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property, other than Excluded Property as defined in the Guarantee and Collateral Agreement and subject to Liens expressly permitted by Section 6.2, and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, 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 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 of its Subsidiaries Group Member (other than (v) any real property (or interest therein), (w) any Intellectual Property property excluded pursuant to Section 3 of the extent creation of a security interest therein would be contractually prohibitedGuarantee and Collateral Agreement, (x) any Property property described in paragraph (b), (c), (d) of this Sectionor (e) below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property property acquired by a any Foreign Subsidiary) as to which the Administrative Collateral Agent, for its benefit and the benefit of the Administrative Agent and the Lenders, 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 necessary or advisable to grant to the Administrative Collateral Agent, for its benefit and the benefit of the Administrative Agent and the Lenders, a security interest in such Property property and (ii) take all actions reasonably requested by the Administrative Agent and necessary or advisable to grant to the Administrative Collateral Agent, for its benefit and the benefit of the Administrative Agent and the Lenders, 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.

Additional Collateral, etc. (a) With respect to any Property (other than Excluded Collateral and real property) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than the Parent), including (vif applicable) any real property (or interest therein)acquired assets referred to in Section 6.10(e) below, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited, other than (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(g7.3(g) and (z) Property acquired by a an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured 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.

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, (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 Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (iand in any event within three (3) Business 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 advisable to evidence that they are a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured 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 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 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, (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 Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, 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.by

Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired after the Original 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, (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 Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and in any event within three (3) Business 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 advisable to evidence that they are a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured 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 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 in the form of Capital Stock of a Restricted Subsidiary or intercompany notes or intercompany receivables (but, in the case of any intercompany note or receivable owing by an Unrestricted Subsidiary, only if it arises out of the sale of solar modules) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (v) any real such property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited, (x) any Property described in paragraph (b) of this Section, or (yc) any Property subject to a Lien expressly permitted by Section 6.3(g) below and (z) Property such property acquired by a any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Agreement, the Foreign Collateral Agreements or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, 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.

Additional Collateral, etc. (a) 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 property which would not have been subject to the extent creation Lien created by the Guarantee and Collateral Agreement as of a security interest therein would be contractually prohibitedthe Closing Date had such property been owned as of the Closing Date, (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(g8.3(g) and (z) Property property acquired by a any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property property (subject to Liens permitted by Section 6.38.3), 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.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (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 prohibitedproperty, (x) any Property property described in paragraph (b) of this Sectionor (c) below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g) or 7.3(j) and (z) Property property acquired by a any Excluded Foreign Subsidiary or Excluded Domestic Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property property (subject to Liens such exceptions as are expressly permitted by Section 6.3the 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 personal 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, (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 Foreign Subsidiary and any Unrestricted Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien and to the extent commercially reasonable in the opinion of the Administrative Agent in light of the 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 advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured 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 reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Restatement Effective Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein)Capital Stock issued by the Borrower, (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibitedvehicles, aircraft and any immaterial inventory and equipment, (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) or (j) and (z) Property property acquired by a Foreign any Specified Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured 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.

Additional Collateral, etc. (a) With respect to any Property 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, (x) any Property property described in paragraph (b), (c), (d) of this Sectionor (e) below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(gsubsection 7.1(a) or 7.1(l) and (z) Property property acquired by a any Excluded Foreign SubsidiarySubsidiary 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 Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the applicable Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, 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 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 Closing Date by the any Borrower or any of its their Subsidiaries (other than (vx) any fee or leasehold interest in any real property (or interest therein), (w) the Capital Stock of any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited, (x) any Property described in paragraph (b) of this Sectionnew Subsidiary, (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) to the extent Liens in favor of the Lenders are not permitted thereby and (z) Property acquired by a an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Agents and the Lenders, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the Agents and the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Agents and the Lenders, 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.

Additional Collateral, etc. (a) With respect to any personal Property (including any vessel as to which all or any portion of the purchase price has been funded with the proceeds of Loans) 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, (x) any Property described in paragraph (bc) of this Sectionor (d) below, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and 7.3(g), (z) Property vessels acquired with the proceeds of transactions permitted by a Foreign SubsidiarySection 7.2(b)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the Lenders, 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, 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 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 Borrower 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 prohibitedleasehold interests in real property, (x) any Property property described in paragraph (b) of this Sectionor (c) below, (y) any Property property subject to a Lien expressly securing Indebtedness permitted by Section 6.3(g8.2(m) and (z) Property acquired by as otherwise provided in the Guarantee and Collateral Agreement) with a Foreign Subsidiary) Fair Market Value of at least $25,000,000 as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, 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 reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured 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 reasonably requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (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, (x) any Property described in paragraph (bc) of this Section, (yx) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) Property acquired by an Excluded Foreign Subsidiary and (z) Property acquired by a Foreign Subsidiaryany Excluded Assets (as defined in the Guarantee and Collateral Agreement) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured 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.

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, (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(g7.3(k) or 7.3(p)) that is required to become subject to a perfected lien in favor of the Administrative Agent, for the benefit of the Lenders, under the terms of the Guarantee and (z) Property acquired by a Foreign Subsidiary) Collateral Agreement and as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3)exceptions under the Guarantee and Collateral Agreement) 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 requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any Property property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries Group Member (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 prohibitedor (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 Foreign Subsidiary and (z) Property acquired by in any case where the Administrative Agent determines in its reasonable discretion that the costs of obtaining a Foreign Subsidiarysecurity interest are excessive in relation to the collateral value to be afforded thereby) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority (except, in the case of Collateral other than Pledged Stock, Liens 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 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 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, (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 Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property property (subject to Liens permitted by Section 6.3hereunder), 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 property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (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 prohibitedor (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 Foreign Subsidiary and (z) Property acquired by in any case where the Administrative Agent determines in its reasonable discretion that the costs of obtaining a Foreign Subsidiarysecurity interest are excessive in relation to the collateral value to be afforded thereby) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority (except, in the case of Collateral other than Pledged Stock, Liens 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 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 Borrower or any of its Restricted 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, (x) any Property described in paragraph (b) or paragraph (c) of this Section, and (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g)) and subject to compliance with applicable Gaming Laws (z) Property acquired by a Foreign Subsidiarywhich the Borrower agrees and agrees to cause the applicable Restricted Subsidiary to pursue approvals to permit any such pledges) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (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 deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property (subject only to Liens permitted by pursuant to Section 6.37.3 of this 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 Security Documents or by law or as may be requested by the Administrative Agent.

Additional Collateral, etc. (a) With respect to any personal Property (including any vessel as to which all or any portion of the purchase price has been funded with the proceeds of Loans) acquired after the Original 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, (x) any Property described in paragraph (bc) of this Sectionor (d) below, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and 7.3(g), (z) Property vessels acquired with the proceeds of transactions permitted by a Foreign SubsidiarySection 7.2(b)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, 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 advisable to grant to the Administrative Agent, for the benefit of the Lenders, 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, 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 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.