Common use of Additional Guarantors and Collateral Security Clause in Contracts

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded Subsidiary, to execute and deliver to the Lender promptly and in any event within 30 days (or, in each case, such longer date as the Lender may agree to) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the Lender, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) (1) certificates, if any, evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunder, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days), and (4) such opinions of counsel as the Lender may reasonably request, (C) to the extent requested by the Lender, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables as may be reasonably required by the Lender with respect to each such real property and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender to create, perfect, establish the first priority of or otherwise protect any Lien or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, after the formation or acquisition of such Subsidiary a Pledge Amendment, together with (A) certificates, if any, evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunder, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such opinions of counsel as the Lender may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender (iii) to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent of the Lender.

Additional Guarantors and Collateral Security. Cause: (i) each Restricted Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Closing Date or (b) that ceases to be an other than any Excluded Subsidiary, ) to execute and deliver to the Lender Collateral Agent as promptly as practicable and in any event within 30 days (or, except as provided in each case, such longer clause (D) below and unless a later date as is otherwise agreed to by the Lender may agree toCollateral Agent) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Restricted Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Restricted Subsidiary required to be pledged hereunderunder the terms of the Security Agreement as well as any Equity Interests in such Restricted Subsidiary, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested required under the terms of this Agreement, within ninety (90) days after such formation, acquisition or change in status (unless a later date is otherwise agreed to by the LenderCollateral Agent), one or more Mortgages creating on the fee-owned real property of such Restricted Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien or Mortgage purported to be covered by any such Security Document or otherwise to effect the intent that such Restricted Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Restricted Subsidiary shall become Collateral for the ObligationsObligations (each such deliverable set out in this clause (i) being a “Joinder Document Deliverable”); and (ii) each Loan Party that is the owner of the Equity Interests of any such Restricted Subsidiary to execute and deliver as promptly as practicable and in any event within 30 days, or such longer date as the Lender may agree to, 10 Business Days after the formation or acquisition of such Subsidiary Restricted Subsidiary, a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Restricted Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) to the extent required by the terms of the Security Agreement, undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent; provided that the Loan Parties shall not be required to pledge more than 65% of the outstanding voting Equity Interests (iiiand, for purposes of clarity, 100% of the outstanding non-voting Equity Interests) of any Foreign Subsidiary or FSHCO if a pledge of a greater percentage of the outstanding voting Equity Interests would result in a material adverse tax consequence to Holdings, the extent requested Borrower or any of its Restricted Subsidiaries as reasonably determined by the LenderBorrower; provided that neither the Borrower nor any Guarantor shall be required, each owner nor may the Administrative Agent or the Collateral Agent be authorized, to take any action in any jurisdiction (or pursuant to any Requirement of Law of any fee simple interest jurisdiction) other than the United States of America, any State thereof or the District of Columbia in order to create or perfect any security interests or Liens (as applicable) in assets located or titled outside the United States of America, any State thereof or the District of Columbia or to perfect such security interests or Liens (as applicable), including any Intellectual Property registered in any Facility to execute and deliver a Mortgage and real property deliverables; such jurisdiction (it being understood and agreed that no such Facility there shall be acquired during no security agreements or pledge agreements governed under the term laws of this Agreement without any jurisdiction other than the consent United States of America, any State thereof or the LenderDistrict of Columbia).

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (aother than any Excluded Subsidiary) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 days 10 Business Days (or, in each case, or such longer date period as the Lender Collateral Agent may agree toin its reasonable discretion) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement or the Canadian Security Agreement, as applicable, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement or Canadian Security Agreement, as applicable, (2) undated stock powers for such Equity Interests executed in blank, and (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days), and (4) such customary opinions of counsel (limited to one (1) per applicable jurisdiction) as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such owned real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such owned real property and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement, Canadian Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary (other than Excluded Property) shall become Collateral for the ObligationsObligations other than exclusions and exceptions expressly set forth in this Agreement, the Security Agreement or the Canadian Security Agreement; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, 10 Business Days (or such longer date period as the Lender Collateral Agent may agree to, in its reasonable discretion) after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement or the Canadian Security Agreement, as applicable), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement or the Canadian Security Agreement, as applicable, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such customary opinions of counsel (limited to one (1) per applicable jurisdiction) as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender (iii) to Collateral Agent. Notwithstanding the extent requested by the Lenderforegoing, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility Excluded Subsidiary shall be acquired during required to become (or continue to be) a Guarantor hereunder (and, as such, shall not be required to deliver the term of this Agreement without the consent of the Lenderdocuments required by clause (i) above).

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 five (5) days (or, in each case, or such longer date period as is applicable due to the Lender may agree tooperation of clause (y) below) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Origination Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Origination Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; provided that, notwithstanding anything to the contrary contained herein or in any other Loan Document, (x) the Collateral Agent shall not accept delivery of any Mortgage from any Loan Party unless each of the Lenders has received forty-five (45) days prior written notice thereof and the Collateral Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or as otherwise satisfactory to such Lender and (y) the Collateral Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and the Administrative Agent has completed its USA PATRIOT Act searches, background checks and other “know your customer” diligence for such Subsidiary, the results of which shall be satisfactory to the Administrative Agent; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, five (5) days after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement) (subject to clause (b)(i)(y) above), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Origination Agent may reasonably request request, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender (iii) to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent of the LenderOrigination Agent.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded Subsidiary, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 days 3 Business Days (or, in each case, or such longer date as the Lender Collateral Agent may agree toto in its sole discretion) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, blank with signature guaranteed and (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days), and (4) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by the Security Agreement or any such Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, 3 Business Days (or such longer date as the Lender Collateral Agent may agree to, to in its sole discretion) after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, and (C) such opinions of counsel as the Lender may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender (iiiCollateral Agent. Notwithstanding the foregoing or anything else contained in the Loan Documents to the contrary, no Subsidiary acquired or formed after the Effective Date that is not organized under the laws of the United States, any state thereof, or the District of Columbia, or any Equity Interest in any such Subsidiary, shall be subject to the requirements of this Section 7.01(b) to the extent requested that the cost or difficulty of obtaining a guaranty from such Subsidiary or a security interest in such Subsidiary’s assets or Equity Interests is excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, as determined by the Lender, each owner of any fee simple interest Collateral Agent in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent of the Lenderits sole discretion.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 3 days (or, in each case, such longer date as the Lender may agree to) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary with a Current Value (as defined below) in excess of $1,000,000 a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, 3 days after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that (I) if the Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Lender Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (iiisubject to Permitted Specified Liens) in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, in 100% of the Equity Interests of such Foreign Subsidiary to be pledged to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent of the LenderCollateral Agent.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence formed or acquired on or after the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 days (or, in each case, or such longer date period as the Lender Collateral Agent may agree toto in writing) after the formation, acquisition or change in status thereof, , (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, , (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, , (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property and property, (D) [reserved] (E) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary constituting Collateral shall become subject to a Lien in favor of the Collateral Agent as security for the Obligations; , and (F) notwithstanding anything to the contrary in Section 12.02, in connection with the entry into any Joinder Agreement in respect of a Foreign Subsidiary (including any Foreign Subsidiary that is or will be a Limited Recourse Loan Party) the Collateral Agent (without the consent of any Lenders) may be permitted in its discretion amend this Agreement or any Collateral Documents (whether pursuant to the applicable Joinder Agreement or otherwise) to include such jurisdictional specific terms and provisions as the Collateral Agent may determine are necessary or advisable (including, in the case of any Limited Recourse Loan Party, any guaranty limitations as determined by the Collateral Agent to be necessary to comply with applicable law or customary practice in the jurisdiction of such Limited Recourse Loan Party);and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, days (or such longer date period as the Lender Collateral Agent may agree to, to in writing) after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunder, under the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, blank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request (which for any jurisdiction outside the United States, to follow the customary opinion practice and responsibilities in that jurisdiction) and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender (iii) to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent of the LenderCollateral Agent.

Additional Guarantors and Collateral Security. Cause: (i) each Material Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 days (or, in each case, such longer date as the Lender may agree to) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, days after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunder, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such opinions of counsel as under the Lender may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender (iii) to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent terms of the Lender.Security Agreement,

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 days (or, in each case, such longer date as the Lender may agree to) 3 Business Days after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, (D) Credit Card Acknowledgements with respect to any Credit Card Agreements of such Subsidiary, (E) Domain Name Control Agreements with respect to any Domain Assets owned by such Subsidiary, and (DF) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, 3 Business Days after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Lender Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (iiisubject to Permitted Specified Liens) to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent favor of the LenderCollateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Guarantors and Collateral Security. Cause: (i) Cause each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (beach a "New Subsidiary"), subject to clause (b)(iii) that ceases to be an Excluded Subsidiarybelow, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 days (or, in each case, such longer date as the Lender may agree to) 15 Business Days after the formation, acquisition or change in status as a Subsidiary thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such New Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement or other comparable document to the Security Agreement, together with (1) certificates, certificates (if any, ) evidencing all of the Equity Interests of any Person owned by such New Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by the Lenderrequired under Section 7.01(o) of this Agreement, one or more Mortgages creating on the fee-Real Property owned real property of such by New Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property Real Property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property Real Property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien or Mortgage purported to be covered by any such Security Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such New Subsidiary shall become Collateral for the Obligations; and, other than exclusions expressly set forth in the any Security Agreement. (ii) Cause each Loan Party that is the direct owner of the Equity Interests of any such New Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, 15 Business Days after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in each applicable Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the applicable Security Agreement, if applicable, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, if applicable, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the LenderCollateral Agent. (iii) Notwithstanding the foregoing, a New Subsidiary that is an Excluded Subsidiary shall not be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above) and, except as provided in the proviso to this clause (b)(iii), no Equity Interests of a New Subsidiary that is an Excluded Foreign Subsidiary shall be required to be pledged or otherwise subject to a Lien under the Loan Documents as security for the Obligations; provided, however, that (A) if the Equity Interests of any such New Subsidiary that is an Excluded Foreign Subsidiary are directly owned by a Loan Party (other than EZCorp Global Holdings, C.V. or EZCorp Global B.V.), such Loan Party shall deliver all such documents, instruments, agreements (including at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Foreign Subsidiary), and certificates described in clause (ii) above to the extent Collateral Agent, and take all actions reasonably requested by the LenderCollateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent, each owner as security for the Obligations, for the benefit of the Secured Parties, in sixty-five percent (65%) of the voting Equity Interests of such Excluded Foreign Subsidiary and one hundred percent (100%) of the Non-Voting Equity Interests of such Excluded Foreign Subsidiary, and (B) the Borrower may elect to cause any Excluded Subsidiary to become a party to this Agreement as a Guarantor and a party to the Security Agreement in accordance with clauses (b)(i) and (b)(ii) above. (iv) Notwithstanding anything to the contrary contained in this Agreement (including any Permitted Disposition pursuant to clause (p) of such definition or a Tax Restructuring but subject to Section 12.02), the Borrower agrees that the Collateral Agent shall receive a pledge of sixty-five percent (65%) of the voting Equity Interests and one hundred percent (100%) of the Non-Voting Equity Interests of any fee simple interest Subsidiary or New Subsidiary that owns or operates all or any portion of the Mexican Pawn Business, and certificates described in clause (ii) above, and take all actions reasonably requested by the Collateral Agent (including at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of Mexico) or otherwise necessary to grant and to perfect a first-priority Lien in favor of the Collateral Agent, as security for the Obligations, for the benefit of the Secured Parties, and (y) without the Collateral Agent's prior written consent, the Collateral Agent's pledge of 65% of the voting Equity Interests and 100% of the Non-Voting Equity Interests in EZPAWN Services Mexico, S. De X. X. de C.V., EZ Talent, S. de X. X. de C.V., EZPAWN Management Mexico, S. de X.X. de C.V., EZ Transfers, S.A. de C.V., and in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood other Subsidiary or New Subsidiary that no such Facility owns or operates the Mexican Pawn Business shall not be acquired during the term of this Agreement without the consent of the Lenderreleased.

Additional Guarantors and Collateral Security. Cause: (i) each Unrestricted Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) Parent not in existence on the Effective Date or (b) and each Restricted Subsidiary that ceases to be later becomes an Excluded Unrestricted Subsidiary, to execute and deliver to the Lender Agent promptly and in any event within 30 days (or, in each case, such longer date as the Lender may agree to) after the formation, acquisition or change in status thereof, (A) an updated Schedule 1.01(B), (B) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a GuarantorGuarantor,(C) a supplement to the Security Agreement or the Limited Recourse Securities Pledge Agreement, (B) together with (1) certificates, if any, evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunder, under the terms of the Security Agreement or the Limited Recourse Securities Pledge Agreement and (2) undated stock powers for such certificated Equity Interests executed in blankblank with signature guaranteed, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days), and (4) such opinions of counsel as the Lender may reasonably request, (C) to the extent requested by the Lender, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables as may be reasonably required by the Lender with respect to each such real property and (D) such other agreements, instruments, approvals or other documents necessary or reasonably requested by the Lender Agent in order to create, perfect, establish the first priority of or otherwise protect create and perfect any Lien or Mortgage purported to be covered by any such Security Agreement, Limited Recourse Securities Pledge Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets (other than those assets carved out of the grant of the Lien contained in the Security Agreement) of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, thirty (30) days after the formation or acquisition of such Subsidiary Subsidiary, a Pledge AmendmentAmendment (as defined in the Security Agreement) or amendment to the Limited Recourse Securities Pledge Agreement, as applicable, together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, and (C) such opinions of counsel as the Lender may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by Agent. Notwithstanding the foregoing, no Restricted Subsidiary shall be required to become a Guarantor or xxxxx x Xxxx on its assets hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above). Further, (I) if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Required Lenders, a pledge agreement governed by the laws of the jurisdiction of the organization of such Subsidiary) and certificates described in clause (ii) above to Agent, and take all commercially reasonable actions reasonably requested by Agent or otherwise necessary to grant and to perfect a Lien in favor of Agent, for the Lender benefit of Secured Parties, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party, (iiiII) promptly and in any event within 20 days after the effectiveness of any amendment of the Internal Revenue Code to allow for 100% of the voting Equity Interests of such Foreign Subsidiary to be pledged to Agent without material adverse tax consequences to Parent and its Subsidiaries, 100% of such voting Equity Interests shall be pledged pursuant to clause (ii) above; and (III) in the case of any Restricted Subsidiary that is not wholly owned by one or more Loan Parties (including, for the avoidance of doubt, Restricted Subsidiaries formed after the Effective Date), such pledge shall be provided to the extent requested (x) such Restricted Subsidiary is owned or controlled by one or more Loan Parties and (y) such pledge is not prohibited by a Contractual Obligation in existence on the Lender, each owner Effective Date or as a result of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term Requirement of this Agreement without the consent of the LenderLaw.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be is not an Excluded Subsidiary, Subsidiary to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 days 10 Business Days (20 Business Days in the case of the matters set forth in clause (C) below and deliverables with respect to Foreign Subsidiaries) (or, in each case, such longer date as the Lender Collateral Agent may agree toto in its sole discretion) after the formation, acquisition or change in status thereofthereof (except as otherwise provided in Section 7.01(m) and Section 8.01(b)), (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, and (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days), and (4) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner (that is a Loan Party) of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days10 Business Days (or 20 Business Days with respect to Foreign Subsidiaries), or such longer date as the Lender Collateral Agent may agree toto in its sole discretion, after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent. Notwithstanding the foregoing, (iiiA) no Loan Party shall be required to take the actions set forth in this Section 7.01(b) in respect of any Subsidiary formed after the Effective Date in connection with a Permitted Acquisition or Permitted Investment prior to the extent consummation of such Permitted Acquisition or Permitted Investment so long as no assets (other than immaterial assets and its rights under the related agreement for such Permitted Acquisition or Permitted Investment) are transferred to, or owned by, such Subsidiary and (B) no Excluded Subsidiary shall be required to become a Guarantor hereunder or be required to have its Equity Interests pledged to the Collateral Agent (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that if the Equity Interests of a first-tier Foreign Subsidiary are owned by a Loan Party, upon the request of the Collateral Agent, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates, if any, described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Lender, each owner of any fee simple interest Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent favor of the LenderCollateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Closing Date or (b) that ceases to be an other than any Excluded Subsidiary, ) to execute and deliver to the Lender Collateral Agent as promptly as practicable and in any event within 30 days (or, except as provided in each case, such longer clause (D) below and unless a later date as is otherwise agreed to by the Lender may agree toCollateral Agent) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) in the case of any such Subsidiary that is a Domestic Subsidiary, a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) in the case of any such Subsidiary that is a Foreign Subsidiary, a Foreign Security Agreement (or a supplement to the applicable existing Foreign Security Agreement, if any) governed by the laws of the applicable Foreign Subsidiary’s jurisdiction of organization, (D) to the extent requested by required under the Lenderterms of this Agreement, within ninety (90) days after such formation, acquisition or change in status, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property and (DE) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien or Mortgage purported to be covered by any such Security Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; andObligations (each such deliverable set out in this clause (i) being a “Joinder Document Deliverable”); (ii) each Loan Party that is the owner of the Equity Interests of any such Subsidiary to execute and deliver as promptly as practicable and in any event within 30 days, or such longer date as the Lender may agree to, 10 Business Days after the formation or acquisition of such Subsidiary (x) in the case of any such Subsidiary that is a Domestic Subsidiary, a Pledge AmendmentAmendment (as defined in the Security Agreement) and (y) in the case of any such Subsidiary that is a Foreign Subsidiary, a Foreign Pledge Agreement (or a supplement to an existing Foreign Pledge Agreement, if any) governed by the laws of the applicable Foreign Subsidiary’s jurisdiction of organization, in each case together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the applicable Security Document, (B) to the extent required by the terms of the applicable Security Document, undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the LenderCollateral Agent; and (iii) notwithstanding Section 7.01(b)(i)-(ii), in the case of any Australian Subsidiary which was not a Subsidiary of a Loan Party as at the Closing Date, if compliance with the requirements set out in Section 7.01(b)(i)-(ii) would constitute financial assistance under Section 260A of the Corporations Act, then such Australian Subsidiary (A) shall not be required to satisfy such requirements until the date that is 45 days after the formation, acquisition or change in status of that Australian Subsidiary (unless a later date is otherwise agreed to by the Collateral Agent) (the "Australian Joinder Date"), provided that Australian Subsidiary provides evidence satisfactory to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent Collateral Agent of the Lendercompletion of the financial assistance 'whitewash' procedure under Section 260B of the Corporations Act on or before the Australian Joinder Date.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 3 days (or, in each case, such longer date as the Lender may agree to) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Origination Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Origination Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, 3 days after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Origination Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Origination Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Lender Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (iiisubject to Permitted Specified Liens) to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent favor of the LenderCollateral Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not other than an Excluded English Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 3 days (or, in each case, such longer date as the Lender may agree to) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary -93- 939843v.13 required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, 3 days after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent; and (iii) in the case of any English Subsidiary, cause such English Subsidiary to guarantee the Obligations and become a chargor under the relevant English Collateral Document by executing and delivering to the extent Administrative Agent and the Collateral Agent a security accession deed in respect of such English Collateral Document. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that (I) if the Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the LenderCollateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, each owner for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party, and (II) promptly and in any event within 20 days after the effectiveness of any fee simple interest in any Facility amendment of the Internal Revenue Code to execute allow for 100% of the voting Equity Interests of such Foreign Subsidiary to be pledged to the Collateral Agent without material adverse tax consequences to the Borrower and deliver a Mortgage and real property deliverables; it being understood that no its Subsidiaries, 100% of such Facility voting Equity Interests shall be acquired during pledged pursuant to clause (ii) above provided, further, however, that once an Excluded Subsidiary ceases to be an Excluded Subsidiary, it shall comply with the term requirements of this Agreement without the consent of the Lender.clause (i) above. -94- 939843v.13

Additional Guarantors and Collateral Security. Cause: (i) each Restricted Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Amendment Closing Date or (b) that ceases to be an other than any Excluded Subsidiary, ) to execute and deliver to the Lender Collateral Agent as promptly as practicable and in any event within 30 days (or, except as provided in each case, such longer clause (D) below and unless a later date as is otherwise agreed to by the Lender may agree toCollateral Agent) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Restricted Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Restricted Subsidiary required to be pledged hereunderunder the terms of the Security Agreement as well as any Equity Interests in such Restricted Subsidiary, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested required under the terms of this Agreement, within ninety (90) days after such formation, acquisition or change in status (unless a later date is otherwise agreed to by the LenderCollateral Agent), one or more Mortgages creating on the fee-owned real property of such Restricted Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien or Mortgage purported to be covered by any such Security Document or otherwise to effect the intent that such Restricted Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Restricted Subsidiary shall become Collateral for the ObligationsObligations (each such deliverable set out in this clause (i) being a “Joinder Document Deliverable”); and (ii) each Loan Party that is the owner of the Equity Interests of any such Restricted Subsidiary to execute and deliver as promptly as practicable and in any event within 30 days, or such longer date as the Lender may agree to, 10 Business Days after the formation or acquisition of such Subsidiary Restricted Subsidiary, a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Restricted Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) to the extent required by the terms of the Security Agreement, undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent; provided that the Loan Parties shall not be required to pledge more than 65% of the outstanding voting Equity Interests (iiiand, for purposes of clarity, 100% of the outstanding non-voting Equity Interests) of any Foreign Subsidiary that is a CFC or FSHCO if a pledge of a greater percentage of the outstanding voting Equity Interests would result in a material adverse tax consequence to Holdings, the extent requested Borrower or any of its Restricted Subsidiaries as reasonably determined by the LenderBorrower; provided that neither the Borrower nor any Guarantor shall be required, each owner nor may the Administrative Agent or the Collateral Agent be authorized, to take any action in any jurisdiction (or pursuant to any Requirement of Law of any fee simple interest jurisdiction) other than the United States of America, any State thereof or the District of Columbia in order to create or perfect any security interests or Liens (as applicable) in assets located or titled outside the United States of America, any State thereof or the District of Columbia or to perfect such security interests or Liens (as applicable), including any Intellectual Property registered in any Facility to execute and deliver a Mortgage and real property deliverables; such jurisdiction (it being understood and agreed that no such Facility there shall be acquired during no security agreements or pledge agreements governed under the term laws of this Agreement without any jurisdiction other than the consent United States of America, any State thereof or the LenderDistrict of Columbia).

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded Subsidiary, to execute and deliver to the Lender Collateral Agent as promptly as practicable and in any event within 30 days (or, except as provided in each case, such longer clause (D) below and unless a later date as is otherwise agreed to by the Lender may agree toCollateral Agent) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) in the case of any such Subsidiary that is a Domestic Subsidiary, a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) subject to clauses (ii) and (iii) below, in the case of any such Subsidiary that is a Foreign Subsidiary, (1) a Foreign Security Agreement (or a supplement to the applicable existing Foreign Security Agreement, if any), in each case, governed by the laws of the applicable Foreign Subsidiary’s jurisdiction of organization, in form and substance substantially similar to any Foreign Security Agreement created pursuant to the provisions hereof by a Foreign Subsidiary in the same jurisdiction or otherwise reasonably satisfactory to the Collateral Agent and the Borrower, and duly perfected in accordance with applicable Requirements of Law and (2) such opinions of counsel in the relevant jurisdiction as the Collateral Agent may reasonable request, (D) subject to clauses (ii) and (iii) below, to the extent requested by required under the Lenderterms of this Agreement, within ninety (90) days after such formation, acquisition or change in status, one or more Mortgages creating on - 80 - the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property and (E) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Document or otherwise to effect the intent that such Subsidiary (including, for the avoidance of doubt, any Foreign Subsidiary) shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and (subject to clauses (ii) and (iii) below) that all property and assets (including leasehold or other interest in real property) of such Subsidiary shall become Collateral for the Obligations; (ii) each Guarantor that is a Foreign Subsidiary that has not granted a security interest over its property and assets in favor of the Collateral Agent to execute and deliver to the Collateral Agent, (A) as promptly as practicable and in any event within 30 days after the date on which the jurisdiction under the laws of which such Guarantor is organized becomes a Material Jurisdiction (each, an “Other Joinder Date”) (unless a later date is otherwise agreed to by the Collateral Agent), (1) a Foreign Security Agreement (or a supplement to the applicable existing Foreign Security Agreement, if any), in each case, governed by the laws of the applicable Guarantor’s jurisdiction of organization, in form and substance reasonably satisfactory to the Collateral Agent and the Borrower, and duly perfected in accordance with applicable Requirements of Law and (2) such opinions of counsel in the relevant jurisdiction as the Collateral Agent may reasonable request, (B) to the extent required under the terms of this Agreement, within ninety (90) days after the applicable Other Joinder Date (unless a later date is otherwise agreed to by the Collateral Agent), one or more Mortgages creating on the fee-owned real property of such Guarantor a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property and (C) such other agreements, instruments, approvals or other documents requested by the Collateral Agent in its reasonable discretion in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Document or otherwise to effect the intent that all property and assets (including leasehold or other interest in real property) of such Guarantor shall become Collateral for the Obligations; (iii) each Loan Party that is the owner of the Equity Interests of any such Subsidiary set forth in clauses (i), (ii) or (iii) to execute and deliver as promptly as practicable and in any event within 10 Business Days after the formation or acquisition of such Subsidiary (x) in the case of any such Subsidiary that is a Domestic Subsidiary, a Pledge Amendment (as defined in the Security Agreement) and (y) in the case of any such Subsidiary that is a Foreign Subsidiary, a Foreign Pledge Agreement (or a supplement to an existing Foreign Pledge Agreement, if any) governed by the laws of the applicable Foreign Subsidiary’s jurisdiction of organization, in each case together with (A) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the applicable Security Document, (B) to the extent required by the terms of the applicable Security Document, undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent; and (iv) South Power to execute and deliver to the Collateral Agent as promptly as practicable and in any event within 90 days (except as provided in clause (C) and the proviso below and unless a later date is otherwise agreed to by the Collateral Agent) after the discharge in full of the Jamaica Bonds (or any Permitted Refinancing Indebtedness in respect thereof permitted under Section 7.02(g)(i)(D)), (A) a Joinder Agreement, pursuant to which South Power shall be made a party to this Agreement as a Guarantor, (B) (1) a supplement to the Security Agreement (if applicable) or a Foreign Security Agreement (or a supplement to the applicable existing Foreign Security Agreement, if any), in each case, governed by the laws of the applicable jurisdiction of organization of South Power, in form and substance substantially similar to any Foreign Security Agreement created pursuant to the provisions hereof by a Foreign Subsidiary in the same jurisdiction or otherwise reasonably satisfactory to the Collateral Agent and the Borrower, and duly perfected in accordance with applicable Requirements of Law and (2) such opinions of counsel in the relevant jurisdiction as the Collateral Agent may reasonable request, (C) to the extent required under the terms of this Agreement, within 150 days after such discharge, one or more Mortgages creating on the fee-owned real property of South Power a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other Real Property Deliverables as may be required by the Collateral Agent with respect to each such real property and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in its reasonable discretion in order to create, perfect, establish the first priority of or otherwise protect any Lien or Mortgage purported to be covered by any such Security Document or otherwise to effect the intent that such Subsidiary South Power shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets (including leasehold or other interest in real property) of such Subsidiary South Power shall become Collateral for the Obligations; and (ii) each owner of provided that, with respect to direct agreements with JPS and Jamalco, respectively, the Equity Interests of any Collateral Agent may only request that South Power use its commercially reasonable efforts to obtain such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, after the formation or acquisition of such Subsidiary a Pledge Amendment, together with (A) certificates, if any, evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunder, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such opinions of counsel as the Lender may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender (iii) to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent of the Lenderagreements promptly.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 days (or, in each case, such longer date as the Lender may agree to) 3 Business Days after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, (D) Credit Card Acknowledgements with respect to any Credit Card Agreements of such Subsidiary, (E) Domain Name Control Agreements with respect to any Domain Assets owned by such Subsidiary, and (DF) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, 3 Business Days after the formation or acquisition of DOCID - 27822767.5 ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor of the U.S. Obligations hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above in respect of any U.S. Obligations); provided, however, that if the Equity Interests of a Foreign Subsidiary are directly owned by a U.S. Loan Party, such U.S. Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Lender Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (iiisubject to Permitted Specified Liens) to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent favor of the LenderCollateral Agent, for the benefit of the Agents and the Lenders, as security for the U.S. Obligations in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not other than an Excluded English Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 3 days (or, in each case, such longer date as the Lender may agree to) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and; (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, 3 days after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the LenderCollateral Agent; and (iii) in the case of any English Subsidiary, cause such English Subsidiary to guarantee the Obligations and become a chargor under the relevant English Collateral Document by executing and delivering to the extent Administrative Agent and the Collateral Agent a security accession deed in respect of such English Collateral Document. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Guarantor hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above); provided, however, that (I) if the Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary are owned by a Loan Party, such Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the LenderCollateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Specified Liens) in favor of the Collateral Agent, each owner for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party, and (II) promptly and in any event within 20 days after the effectiveness of any fee simple interest in any Facility amendment of the Internal Revenue Code to execute allow for 100% of the voting Equity Interests of such Foreign Subsidiary to be pledged to the Collateral Agent without material adverse tax consequences to the Borrower and deliver a Mortgage and real property deliverables; it being understood that no its Subsidiaries, 100% of such Facility voting Equity Interests shall be acquired during pledged pursuant to clause (ii) above provided, further, however, that once an Excluded Subsidiary ceases to be an Excluded Subsidiary, it shall comply with the term requirements of this Agreement without the consent of the Lenderclause (i) above.

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Date or (b) that ceases to be an Excluded SubsidiaryDate, to execute and deliver to the Lender Collateral Agent promptly and in any event within 30 days (or, in each case, such longer date as the Lender may agree to) 3 Business Days after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested by required under the Lenderterms of this Agreement, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property property, (D) Credit Card Acknowledgements with respect to any Credit Card Agreements of such Subsidiary, (E) Domain Name Control Agreements with respect to any Domain Assets owned by such Subsidiary, and (DF) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, 3 Business Days after the formation or acquisition of such Subsidiary a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents requested by the Collateral Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Guarantor of the U.S. Obligations hereunder (and, as such, shall not be required to deliver the documents required by clause (i) above in respect of any U.S. Obligations); provided, however, that if the Equity Interests of a Foreign Subsidiary are directly owned by a U.S. Loan Party, such U.S. Loan Party shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Collateral Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Collateral Agent, and take all commercially reasonable actions reasonably requested by the Lender Collateral Agent or otherwise necessary to grant and to perfect a first-priority Lien (iiisubject to Permitted Specified Liens) to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent favor of the LenderCollateral Agent, for the benefit of the Agents and the Lenders, as security for the U.S. Obligations in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Loan Party.

Additional Guarantors and Collateral Security. Cause: (i) The Company shall cause each Subsidiary (that is not an Excluded Subsidiary) of any Loan Notes Party (a) not in existence on the Effective Issue Date or (b) that ceases to be an other than any Excluded Subsidiary, ) to execute and deliver to the Lender Trustee as promptly as practicable and in any event within 30 days (or, in each case, or such longer later date as agreed by the Lender may agree toNotes Collateral Agent) a supplemental indenture in the form of Exhibit B hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor; provided that in the case of any Australian Subsidiary which was not a Subsidiary of a Notes Party as at the Issue Date, if compliance with the requirements set out in Section 4.11(b)(ii) would constitute financial assistance under Section 260A of the Corporations Act, then such Australian Subsidiary (A) shall not be required to satisfy such requirements until the date that is 75 days after the formation, acquisition or change in status thereofof that Australian Subsidiary (the “Australian Joinder Date”), provided, further that Australian Subsidiary provides evidence of the completion of the financial assistance ‘whitewash’ procedure under Section 260B of the Corporations Act on or before the Australian Joinder Date. (Aii) Upon the acquisition by the Company or any Subsidiary Guarantor of any After-Acquired Property, or upon any additional Subsidiary becoming a joinder agreementSubsidiary Guarantor, satisfactory to the Lender, pursuant to which Company or such Subsidiary Guarantor shall be made a party to this Agreement as a Guarantor, (B) (1) certificates, if any, evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunder, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver such mortgages, deeds of trust, security instruments, financing statements and other Security Documents as shall be reasonably necessary to vest in the Lender an intellectual property Notes Collateral Agent a perfected security agreement for filing with the United States Copyright Office within 20 days), and (4) such opinions of counsel as the Lender may reasonably request, (C) to the extent requested by the Lender, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priorityinterest, subject only to Permitted Specified LiensLiens and Liens permitted under Section 4.12(a), in such After-Acquired Property and to have such After-Acquired Property (but subject to the limitations as described in Article 17, the Security Documents and the Intercreditor Agreements) on such real property and such other customary real property deliverables as may be reasonably required by added to the Lender with respect to each such real property and Collateral (D) such other agreementsor in the case of a Subsidiary Guarantor, instruments, approvals or other documents reasonably requested by the Lender to create, perfect, establish the first priority of or otherwise protect any Lien or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the termsits assets that constitute After-Acquired Property), covenants and agreements contained in the Loan Documents and that substantially thereupon all property and assets provisions of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 30 days, or such longer date as the Lender may agree to, after the formation or acquisition of such Subsidiary a Pledge Amendment, together with (A) certificates, if any, evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunder, (B) undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blank, (C) such opinions of counsel as the Lender may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender (iii) this Indenture relating to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility Collateral shall be acquired during deemed to relate to such After-Acquired Property to the term of this Agreement without same extent and with the consent of the Lendersame force and effect.

Additional Guarantors and Collateral Security. Cause: (i) each Restricted Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Closing Date or (b) that ceases to be an other than any Excluded Subsidiary, ) to execute and deliver to the Lender Collateral Agent as promptly as practicable and in any event within 30 days (or, except as provided in each case, such longer clause (D) below and unless a later date as is otherwise agreed to by the Lender may agree toCollateral Agent) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Restricted Subsidiary shall be made a party to this Agreement as a Guarantor, (B) a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Restricted Subsidiary required to be pledged hereunderunder the terms of the Security Agreement as well as any Equity Interests in such Restricted Subsidiary, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) to the extent requested required under the terms of this Agreement, within ninety (90) days after such formation, acquisition or change in status (unless a later date is otherwise agreed to by the LenderCollateral Agent), one or more Mortgages creating on the fee-owned real property of such Restricted Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien or Mortgage purported to be covered by any such Security Document or otherwise to effect the intent that such Restricted Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Restricted Subsidiary shall become Collateral for the ObligationsObligations (each such deliverable set out in this clause (i) being a “"Joinder Document Deliverable”"); and (ii) each Loan Party that is the owner of the Equity Interests of any such Restricted Subsidiary to execute and deliver as promptly as practicable and in any event within 30 days, or such longer date as the Lender may agree to, 10 Business Days after the formation or acquisition of such Subsidiary Restricted Subsidiary, a Pledge AmendmentAmendment (as defined in the Security Agreement), together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Restricted Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (B) to the extent required by the terms of the Security Agreement, undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent; provided that the Loan Parties shall not be required to pledge more than 65% of the outstanding voting Equity Interests (iiiand, for purposes of clarity, 100% of the outstanding non-voting Equity Interests) of any Foreign Subsidiary or FSHCO if a pledge of a greater percentage of the outstanding voting Equity Interests would result in a material adverse tax consequence to Holdings, the extent requested Borrower or any of its Restricted Subsidiaries as reasonably determined by the LenderBorrower; provided that neither the Borrower nor any Guarantor shall be required, each owner nor may the Administrative Agent or the Collateral Agent be authorized, to take any action in any jurisdiction (or pursuant to any Requirement of Law of any fee simple interest jurisdiction) other than the United States of America, any State thereof or the District of Columbia in order to create or perfect any security interests or Liens (as applicable) in assets located or titled outside the United States of America, any State thereof or the District of Columbia or to perfect such security interests or Liens (as applicable), including any Intellectual Property registered in any Facility to execute and deliver a Mortgage and real property deliverables; such jurisdiction (it being understood and agreed that no such Facility there shall be acquired during no security agreements or pledge agreements governed under the term laws of this Agreement without any jurisdiction other than the consent United States of America, any State thereof or the LenderDistrict of Columbia).

Additional Guarantors and Collateral Security. Cause: (i) each Subsidiary (that is not an Excluded Subsidiary) of any Loan Party (a) not in existence on the Effective Closing Date or (b) that ceases to be an other than any Excluded Subsidiary, ) to execute and deliver to the Lender Collateral Agent as promptly as practicable and in any event within 30 days (or, except as provided in each case, such longer clause (D) below and unless a later date as is otherwise agreed to by the Lender may agree toCollateral Agent) after the formation, acquisition or change in status thereof, (A) a joinder agreement, satisfactory to the LenderJoinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor, (B) in the case of any such Subsidiary that is a Domestic Subsidiary, a supplement to the Security Agreement, together with (1) certificates, if any, certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged hereunderunder the terms of the Security Agreement, (2) undated stock powers for such Equity Interests executed in blank, (3) any intellectual property security agreements required hereunder (provided that, to the extent any such Domestic Subsidiary owns any Copyright registered blank with the United States Copyright Office or is a party to any exclusive Copyright License for United States Copyrights, such Domestic Subsidiary will execute and deliver to the Lender an intellectual property security agreement for filing with the United States Copyright Office within 20 days)signature guaranteed, and (43) such opinions of counsel as the Lender Collateral Agent may reasonably request, (C) in the case of any such Subsidiary that is a Foreign Subsidiary, a Foreign Security Agreement (or a supplement to the applicable existing Foreign Security Agreement, if any) governed by the laws of the applicable Foreign Subsidiary’s jurisdiction of organization, (D) to the extent requested by required under the Lenderterms of this Agreement, within ninety (90) days after such formation, acquisition or change in status, one or more Mortgages creating on the fee-owned real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such real property and such other customary real property deliverables Real Property Deliverables as may be reasonably required by the Lender Collateral Agent with respect to each such real property and (DE) such other agreements, instruments, approvals or other documents reasonably requested by the Lender Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien or Mortgage purported to be covered by any such Security Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; andObligations (each such deliverable set out in this clause (i) being a “Joinder Document Deliverable”); (ii) each Loan Party that is the owner of the Equity Interests of any such Subsidiary to execute and deliver as promptly as practicable and in any event within 30 days, or such longer date as the Lender may agree to, 10 Business Days after the formation or acquisition of such Subsidiary (x) in the case of any such Subsidiary that is a Domestic Subsidiary, a Pledge AmendmentAmendment (as defined in the Security Agreement) and (y) in the case of any such Subsidiary that is a Foreign Subsidiary, a Foreign Pledge Agreement (or a supplement to an existing Foreign Pledge Agreement, if any) governed by the laws of the applicable Foreign Subsidiary’s jurisdiction of organization, in each case together with (A) certificates, if any, certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged hereunderunder the terms of the applicable Security Document, (B) to the extent required by the terms of the applicable Security Document, undated stock powers or other appropriate instruments of assignment for such certificated Equity Interests executed in blankblank with signature guaranteed, (C) such opinions of counsel as the Lender Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the LenderCollateral Agent; and (iii) notwithstanding Section 7.01(b)(i)-(ii), in the case of any Australian Subsidiary which was not a Subsidiary of a Loan Party as at the Closing Date, if compliance with the requirements set out in Section 7.01(b)(i)-(ii) would constitute financial assistance under Section 260A of the Corporations Act, then such Australian Subsidiary (A) shall not be required to satisfy such requirements until the date that is 45 days after the formation, acquisition or change in status of that Australian Subsidiary (unless a later date is otherwise agreed to by the Collateral Agent) (the “Australian Joinder Date”), provided that Australian Subsidiary provides evidence satisfactory to the extent requested by the Lender, each owner of any fee simple interest in any Facility to execute and deliver a Mortgage and real property deliverables; it being understood that no such Facility shall be acquired during the term of this Agreement without the consent Collateral Agent of the Lendercompletion of the financial assistance ‘whitewash’ procedure under Section 260B of the Corporations Act on or before the Australian Joinder Date.