“Agreement” means this Second Lien Guarantee and Collateral Agreement.

take and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement;

SECTION # Guarantee Matters. The ​ irrevocably authorize the Administrative Agent to, and the Administrative Agent shall:

“Excluded Property”: as defined in the Guarantee and Collateral Agreement.

“Pledged Stock”: as defined in the Guarantee and Collateral Agreement.

“Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement to be executed and delivered by Holdings, the Borrowers and each other Guarantor, substantially in the form of [Exhibit F], as the same may be amended, supplemented or otherwise modified from time to time.

Section # Collateral Matters.

“Collateral and Guarantee Requirement” means the requirement that the Administrative Agent shall have received (or, in the case of [clause (c)] below, the Collateral Agent):

“Collateral” has the meaning assigned to such term in the Guarantee and Security Agreement.

“Full Security Period” shall have the meaning specified in the Guarantee and Collateral Agreement.