Common use of Additional Security and Guarantees Clause in Contracts

Additional Security and Guarantees. (a) In the event that, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be an Excluded Subsidiary), the Borrower shall, within thirty (30) days after (i) such New Advisor is formed or acquired, or, (ii) if such Person became a New Advisor in any Fiscal Quarter for any other reason, the date that financial statements are required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as may be reasonably acceptable to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement; (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party; (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to the Security Agreement and take all actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Security Agreement to be duly perfected to the extent required by such agreement or this Agreement in accordance with all applicable requirements of Law, including the filing of financing statements in the jurisdiction of organization of such New Advisor; and (D) if reasonably requested by the Administrative Agent, deliver a customary opinion of counsel to the Borrower with respect to the guarantee and security provided by such New Advisor. (b) Notwithstanding the foregoing, the Borrower and the other Credit Parties shall not be required to comply with the provisions of this Section 5.08 to the extent that the cost (including as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion of the Administrative Agent and the Borrower, excessive in relation to the value to be afforded to the Lenders thereby.

Additional Security and Guarantees. (a) In the event that, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be an Excluded Subsidiary), the Borrower shall, within thirty (30) days after (i) such New Advisor is formed or acquired, or, (ii) if such Person became a New Advisor in any Fiscal Quarter for any other reason, the date that financial statements are required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as may be reasonably acceptable to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement; (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party; (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to the Security Agreement and take all actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Security Agreement to be duly perfected to the extent required by such agreement or this Agreement in accordance with all applicable requirements of Law, including the filing of financing statements in the jurisdiction of organization of such New Advisor; and (D) if reasonably requested by the Administrative Agent, deliver a customary opinion of counsel to the Borrower with respect to the guarantee and security provided by such New Advisor. (b) Notwithstanding the foregoing, the Borrower and the other Credit Parties shall not be required to comply with the provisions of this Section 5.08 to the extent that the cost (including as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion determination of the Administrative Agent and the Borrower, excessive in relation to the value to be afforded to the Lenders thereby.

Additional Security and Guarantees. (a) In If the event thatParent or any Restricted Subsidiary acquires or creates another Significant Subsidiary, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be an Excluded Subsidiary), the Borrower shall, within thirty (30) days after then (i) such New Advisor is formed Significant Subsidiary shall become a Guarantor within 20 Business Days of having been acquired or acquired, orcreated, (ii) if the parent of such Person became Significant Subsidiary shall have executed one or more Security Documents granting to the Security Agent or Polish Security Agent, as applicable, subject to Section 11.14, for the benefit of the Holders of the Notes a New Advisor first priority pledge of shares in any Fiscal Quarter for any such Significant Subsidiary within such 20 Business Day period (subject to Permitted Collateral Liens) and (iii) the parent of such Significant Subsidiary shall have taken all reasonably required steps under applicable law and undertaken other reasoncustomary procedures in connection with the granting of such security interests, the date provided, however, that financial statements are no Significant Subsidiary will be required to become a Guarantor nor shall its shares be required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as may be reasonably acceptable to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement; (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party; (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to the Security Agreement and take all actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Security Agreement to be duly perfected so pledged to the extent required and for so long as the incurrence of such Guarantee or granting of such pledge (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost expense, liability or obligation (including any tax) other than de minimis costs and expense, (y) would be prohibited by the terms of any agreement with holders of a direct or indirect minority interest in such agreement Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Significant Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Agreement Indenture and provided that such Acquired Debt has not been incurred in accordance with all applicable requirements contemplation of, or in connection with, the transaction or series of Law, including transactions pursuant to which such Person becomes a Significant Subsidiary of or was otherwise acquired by the filing of financing statements Parent or a Restricted Subsidiary. Each new Guarantor shall execute a supplemental indenture substantially in the jurisdiction form attached as Exhibit D hereto. Notwithstanding the foregoing, the Copecresto Subsidiaries will not be required to become Guarantors, regardless of organization whether they become Significant Subsidiaries, provided that on each Guarantor Testing Date, the total number of such New Advisor; and (D) if reasonably requested Guarantees provided by the Administrative Agent, deliver a customary opinion of counsel to Restricted Subsidiaries does not fall below the Borrower with respect to 85% threshold set forth in the guarantee and security provided by such New Advisorfollowing paragraph. (b) Notwithstanding After the foregoingIssue Date, the Borrower Parent shall cause one or more additional Restricted Subsidiaries (x) to become a Guarantor and (y) to execute a supplemental indenture substantially in the form attached as Exhibit D hereto, so that Guarantees are provided by such Restricted Subsidiaries of the Parent whose aggregate unconsolidated EBITDA and assets, taken together with the unconsolidated EBITDA and assets of the Parent, comprise at least 85% of the Consolidated EBITDA and consolidated assets of the Parent, respectively, determined as of each date (the “Guarantor Testing Date”) on which the Parent is required to provide to the Trustee and the other Credit Parties shall not be required to comply Holders of the Notes (i) an annual report or (ii) a quarterly report in accordance with the provisions set out in Section 4.14 (Reports), in each case after giving pro forma effect to any sales or other distributions of this Section 5.08 assets not reflected therein, and in each case except to the extent that the cost incurrence of such Guarantees (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to Parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) or than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a minority equity interest in such Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Restricted Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Indenture and provided such Acquired Debt has not been incurred in contemplation of, or in connection with, the transaction or series of transactions pursuant to which such Person becomes a Restricted Subsidiary. The Parent shall cause any Significant Subsidiary that is not a Guarantor that guarantees any third-party interest bearing Indebtedness for borrowed money of any Guarantor or the Issuer to execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Exhibit D hereto pursuant to which such Significant Subsidiary will, to the maximum extent permitted by law, guarantee payment of the Notes on substantially the same terms and conditions as those set forth in this Indenture; provided, however, that no Restricted Subsidiary shall be required to become a Guarantor to the extent and for so long as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion consequence of the Administrative Agent and the Borrower, excessive incurrence of such Guarantee would be reasonably likely to result in relation any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the value to be afforded to Parent or such Significant Subsidiary, any liability for the Lenders therebyofficers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses.

Additional Security and Guarantees. (a) In Until the event that, after the Closing Security Release Date, any Affiliate of a Credit Party the Seller and each MineCo shall procure that: (A) each Person that becomes a New Advisor shareholder in or a Subsidiary (including other than a Non-Project Activities Subsidiary) of any of them shall accede to this Agreement as a result an Additional Guarantor and provide security over its shares in such MineCo or security shall be granted over the shares in such Subsidiary (as applicable) in favour of ceasing to be an Excluded Subsidiary)the Security SPV, the Borrower shallin each case, within thirty (30) days after of such Person first becoming a shareholder of such MineCo or a Subsidiary (as applicable) and, to the extent applicable, it shall and each Seller Group Member shall further take such steps as are necessary in order to make valid and effective the aforementioned agreements and perfect the Encumbrances provided for therein. The Seller or the relevant MineCo (as applicable) shall further provide to the Purchaser a third party legal opinion from (i) such New Advisor is formed or acquired, or, Person’s legal counsel concerning such Person and any Security Document to which such Person becomes a party and (ii) if where such Person became is a New Advisor in any Fiscal Quarter for any other reasonSubsidiary of one of them, the date legal counsel of that financial statements are required party, concerning that party and any security which they enter into pursuant to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (orthis Clause ‎8.5, each in the case of clauses (i) form and (ii), such longer period as may be reasonably acceptable substance satisfactory to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security AgreementPurchaser; (B) deliver all certificated Equity Interests each MineCo that acquires a right, asset or interest that relates to the Project or any Project Property (excluding any Excluded Property), provided that in each case it constitutes Collateral, shall provide security over such right, asset or interest in favour of the Security SPV (or take steps to ensure such New Advisor held by any Credit Party that are Collateral and required right, asset or interest becomes subject to be delivered an existing Security Document), in each case, within thirty (30) days of the acquisition thereof (other than where such right, asset or interest has automatically become subject to an existing Security Document pursuant to its terms). Each Seller Group Member shall further take such steps as are necessary in order to make valid and effective the Collateral Documents to aforementioned security arrangements and perfect the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party;Encumbrances provided for therein; and (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to MineCo shall provide security (in favour of the Security Agreement and SPV) over each replacement Secured Material Contract (or take all actions reasonably requested by steps to ensure any such replacement Secured Material Contract becomes subject to an existing Security Document), in each case within thirty (30) days of the Administrative Agent replacement Secured Material Contract being entered into (other than where any such replacement Secured Material Contract has automatically become subject to an existing Security Document pursuant to its terms). Each Seller Group Member shall further take such steps as are necessary in order to cause make valid and effective the Lien created by aforementioned security arrangements and perfect the Security Agreement to be duly perfected to the extent required by such agreement or this Agreement in accordance with all applicable requirements of Law, including the filing of financing statements in the jurisdiction of organization of such New Advisor; and (D) if reasonably requested by the Administrative Agent, deliver a customary opinion of counsel to the Borrower with respect to the guarantee and security Encumbrances provided by such New Advisorfor therein. (b) Notwithstanding the foregoing, the Borrower and the other Credit Parties shall not be required to comply with the provisions of this Section 5.08 to the extent that the cost (including as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion of the Administrative Agent and the Borrower, excessive in relation to the value to be afforded to the Lenders thereby.

Additional Security and Guarantees. (a) In If the event thatParent or any Restricted Subsidiary acquires or creates another Significant Subsidiary, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be an Excluded Subsidiary), the Borrower shall, within thirty (30) days after then (i) such New Advisor is formed Significant Subsidiary shall become a Guarantor within 20 Business Days of having been acquired or acquired, orcreated, (ii) if the parent of such Person became Significant Subsidiary shall have executed one or more Security Documents granting to the Security Agent or Polish Security Agent, as applicable, subject to Section 11.14, for the benefit of the Holders of the Notes a New Advisor first priority pledge of all shares in any Fiscal Quarter for any such Significant Subsidiary within such 20 Business Day period (subject to Permitted Collateral Liens) and (iii) the parent of such Significant Subsidiary shall have taken all reasonably required steps under applicable law and undertaken other reasoncustomary procedures in connection with the granting of such security interests, the date provided, however, that financial statements are no Significant Subsidiary will be required to become a Guarantor nor shall its shares be required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as may be reasonably acceptable to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement; (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party; (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to the Security Agreement and take all actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Security Agreement to be duly perfected so pledged to the extent required and for so long as the incurrence of such Guarantee or granting of such pledge (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost expense, liability or obligation (including any tax) other than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a direct or indirect minority interest in such agreement Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Significant Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Agreement Indenture and provided that such Acquired Debt has not been incurred in accordance with all applicable requirements contemplation of, or in connection with, the transaction or series of Law, including transactions pursuant to which such Person becomes a Significant Subsidiary of or was otherwise acquired by the filing of financing statements Parent or a Restricted Subsidiary. Each new Guarantor shall execute a supplemental indenture substantially in the jurisdiction form attached as Exhibit D hereto. Notwithstanding the foregoing, the Copecresto Subsidiaries will not be required to become Guarantors, regardless of organization of such New Advisor; and (D) if reasonably requested whether they become Significant Subsidiaries, provided that on each Guarantor Testing Date, aggregate unconsolidated EBITDA provided by the Administrative Agent, deliver a customary opinion of counsel to Restricted Subsidiaries does not fall below the Borrower with respect to 85% threshold set forth in the guarantee and security provided by such New Advisorfollowing paragraph. (b) Notwithstanding After the foregoingIssue Date, the Borrower Parent shall cause one or more additional Restricted Subsidiaries (x) to become a Guarantor and (y) to execute a supplemental indenture substantially in the form attached as Exhibit D hereto, so that Guarantees are provided by such Restricted Subsidiaries of the Parent whose aggregate unconsolidated EBITDA and assets, taken together with the unconsolidated EBITDA and assets of the Parent, comprise at least 85% of the Consolidated EBITDA and consolidated assets of the Parent, respectively, determined as of each date (the “Guarantor Testing Date”) on which the Parent is required to provide to the Trustee and the other Credit Parties shall not be required to comply Holders of the Notes (i) an annual report or (ii) a quarterly report in accordance with the provisions set out in Section 4.14 (Reports), in each case after giving pro forma effect to any sales or other distributions of this Section 5.08 assets not reflected therein, and in each case except to the extent that the cost incurrence of such Guarantees (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to Parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a minority equity interest in such Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Restricted Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Indenture and provided such Acquired Debt has not been incurred in contemplation of, or in connection with, the transaction or series of transactions pursuant to which such Person becomes a Restricted Subsidiary. The Parent shall cause any Significant Subsidiary that is not a Guarantor (other than one or more of the Copecresto Subsidiaries) that guarantees any third-party interest bearing Indebtedness for borrowed money of any Guarantor or the Issuer to execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Exhibit D hereto pursuant to which such Significant Subsidiary will, to the maximum extent permitted by law, guarantee payment of the Notes on substantially the same terms and conditions as those set forth in this Indenture; provided, however, that no Restricted Subsidiary shall be required to become a Guarantor to the extent and for so long as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion consequence of the Administrative Agent and the Borrower, excessive incurrence of such Guarantee would be reasonably likely to result in relation any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the value to be afforded to Parent or such Significant Subsidiary, any liability for the Lenders therebyofficers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses.

Additional Security and Guarantees. (a) In If the event thatParent or any Restricted Subsidiary acquires or creates another Significant Subsidiary, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be an Excluded Subsidiary), the Borrower shall, within thirty (30) days after then (i) such New Advisor is formed Significant Subsidiary shall become a Guarantor within 20 Business Days of having been acquired or acquired, orcreated, (ii) if the parent of such Person became Significant Subsidiary shall have executed one or more Security Documents granting to the Security Agent for the benefit of the Holders of the Notes a New Advisor first priority pledge of shares in any Fiscal Quarter for any such Significant Subsidiary within such 20 Business Day period (subject to Permitted Collateral Liens) and (iii) the parent of such Significant Subsidiary shall have taken all reasonably required steps under applicable law and undertaken other reasoncustomary procedures in connection with the granting of such security interests, the date provided, however, that financial statements are no Significant Subsidiary will be required to become a Guarantor nor shall its shares be required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as may be reasonably acceptable to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement; (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party; (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to the Security Agreement and take all actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Security Agreement to be duly perfected so pledged to the extent required and for so long as the incurrence of such Guarantee or granting of such pledge (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost expense, liability or obligation (including any tax) other than de minimis costs and expense, (y) would be prohibited by the terms of any agreement with holders of a direct or indirect minority interest in such agreement Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Significant Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Agreement Indenture and provided that such Acquired Debt has not been incurred in accordance with all applicable requirements contemplation of, or in connection with, the transaction or series of Law, including transactions pursuant to which such Person becomes a Significant Subsidiary of or was otherwise acquired by the filing of financing statements Parent or a Restricted Subsidiary. Each new Guarantor shall execute a supplemental indenture substantially in the jurisdiction of organization of such New Advisor; and (D) if reasonably requested by the Administrative Agent, deliver a customary opinion of counsel to the Borrower with respect to the guarantee and security provided by such New Advisorform attached as Exhibit E hereto. (b) Notwithstanding After the foregoingIssue Date, the Borrower Parent shall cause one or more additional Restricted Subsidiaries (x) to become a Guarantor and (y) to execute a supplemental indenture substantially in the form attached as Exhibit E hereto, so that Guarantees are provided by such Restricted Subsidiaries of the Parent whose aggregate unconsolidated EBITDA and assets, taken together with the unconsolidated EBITDA and assets of the Parent, comprise at least 85% of the Consolidated EBITDA and consolidated assets of the Parent, respectively, determined as of each date on which the Parent is required to provide to the Trustee and the other Credit Parties shall not be required to comply Holders of the Notes (i) an annual report or (ii) a quarterly report in accordance with the provisions set out in Section 4.14 (Reports), in each case after giving pro forma effect to any sales or other distributions of this Section 5.08 assets not reflected therein, and in each case except to the extent that the cost incurrence of such Guarantees (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to Parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) or than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a minority equity interest in such Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) prohibited by any Acquired Debt in respect of such new Restricted Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Indenture and provided that such Acquired Debt has not been incurred in contemplation of, or in connection with, the transaction or series of transactions pursuant to which such Person becomes a Restricted Subsidiary. The Parent shall cause any Significant Subsidiary that is not a Guarantor that guarantees any third-party interest bearing Indebtedness for borrowed money of any Guarantor or the Issuer to execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Exhibit E hereto pursuant to which such Significant Subsidiary will, to the maximum extent permitted by law, guarantee payment of the Notes on substantially the same terms and conditions as those set forth in this Indenture; provided, however, that no Restricted Subsidiary shall be required to become a Guarantor to the extent and for so long as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion consequence of the Administrative Agent and the Borrower, excessive incurrence of such Guarantee would be reasonably likely to result in relation any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the value to be afforded to Parent or such Significant Subsidiary, any liability for the Lenders therebyofficers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses.

Additional Security and Guarantees. (a) In If the event thatParent or any Restricted Subsidiary acquires or creates another Significant Subsidiary, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be an Excluded Subsidiary), the Borrower shall, within thirty (30) days after then (i) such New Advisor is formed Significant Subsidiary shall become a Guarantor within 20 Business Days of having been acquired or acquired, orcreated, (ii) if the parent of such Person became Significant Subsidiary shall have executed one or more Security Documents granting to the Security Agent or Polish Security Agent, as applicable, subject to Section 11.14, for the benefit of the Holders of the Notes a New Advisor first priority pledge of all shares in any Fiscal Quarter for any such Significant Subsidiary within such 20 Business Day period (subject to Permitted Collateral Liens) and (iii) the parent of such Significant Subsidiary shall have taken all reasonably required steps under applicable law and undertaken other reasoncustomary procedures in connection with the granting of such security interests, the date provided, however, that financial statements are no Significant Subsidiary will be required to become a Guarantor nor shall its shares be required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as may be reasonably acceptable to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement; (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party; (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to the Security Agreement and take all actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Security Agreement to be duly perfected so pledged to the extent required and for so long as the incurrence of such Guarantee or granting of such pledge (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a direct or indirect minority interest in such agreement Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Significant Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Agreement Indenture and provided that such Acquired Debt has not been incurred in accordance with all applicable requirements contemplation of, or in connection with, the transaction or series of Law, including transactions pursuant to which such Person becomes a Significant Subsidiary of or was otherwise acquired by the filing of financing statements Parent or a Restricted Subsidiary. Each new Guarantor shall execute a supplemental indenture substantially in the jurisdiction form attached as Exhibit D hereto. Notwithstanding the foregoing, the Copecresto Subsidiaries will not be required to become Guarantors, regardless of organization of such New Advisor; and (D) if reasonably requested whether they become Significant Subsidiaries, provided that on each Guarantor Testing Date, the aggregate unconsolidated EBITDA provided by the Administrative Agent, deliver a customary opinion of counsel to Restricted Subsidiaries does not fall below the Borrower with respect to 85% threshold set forth in the guarantee and security provided by such New Advisorfollowing paragraph. (b) Notwithstanding After the foregoingEffective Date, the Borrower Parent shall cause one or more additional Restricted Subsidiaries (x) to become a Guarantor and (y) to execute a supplemental indenture substantially in the form attached as Exhibit D hereto, so that Guarantees are provided by such Restricted Subsidiaries of the Parent whose aggregate unconsolidated EBITDA and assets, taken together with the unconsolidated EBITDA and assets of the Parent, comprise at least 85% of the Consolidated EBITDA and consolidated assets of the Parent, respectively, determined as of each date (the “Guarantor Testing Date”) on which the Parent is required to provide to the Trustee and the other Credit Parties shall not be required to comply Holders of the Notes (i) an annual report or (ii) a quarterly report in accordance with the provisions set out in Section 4.14 (Reports), in each case after giving pro forma effect to any sales or other distributions of this Section 5.08 assets not reflected therein, and in each case except to the extent that the cost incurrence of such Guarantees (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to Parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a minority equity interest in such Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Restricted Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Indenture and provided such Acquired Debt has not been incurred in contemplation of, or in connection with, the transaction or series of transactions pursuant to which such Person becomes a Restricted Subsidiary. The Parent shall cause any Significant Subsidiary that is not a Guarantor (other than a Copecresto Subsidiary) that guarantees any third-party interest bearing Indebtedness for borrowed money of any Guarantor or the Issuer to execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Exhibit D hereto pursuant to which such Significant Subsidiary will, to the maximum extent permitted by law, guarantee payment of the Notes on substantially the same terms and conditions as those set forth in this Indenture; provided, however, that no Restricted Subsidiary shall be required to become a Guarantor to the extent and for so long as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion consequence of the Administrative Agent and the Borrower, excessive incurrence of such Guarantee would be reasonably likely to result in relation any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the value to be afforded to Parent or such Significant Subsidiary, any liability for the Lenders therebyofficers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses.

Additional Security and Guarantees. (a) In Upon (x) the event thatformation or acquisition of any new direct or indirect wholly owned Subsidiary (in each case, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be other than an Excluded Subsidiary)) by the Company, (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary, and (z) any designation by the Borrower shall, within thirty Company of a Subsidiary as a Guarantor (30to the extent required pursuant to clause (c) days after or clause (e) below) or an Additional Borrower: (i) such New Advisor is formed within sixty (60) days (or acquired, or, (ii) if such Person became a New Advisor in any Fiscal Quarter for any other reason, the date that financial statements are required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as the Collateral Agent may be reasonably acceptable to agree in in its discretion) after such formation, acquisition, cessation or designation, or such longer period as the Administrative Agent):Collateral Agent may agree in writing in its discretion, notify the Collateral Agent thereof and: (A) cause each such Subsidiary (or, as applicable, its parent Loan Party) to duly execute and deliver to the applicable Administrative Agent or the Collateral Agent (as appropriate) (x) a joinder to the Guarantee Agreement, (y) with respect to any such New Advisor Subsidiary that is a U.S. Subsidiary, a joinder to the U.S. Security Agreement, and (z) with respect to any such Subsidiary that is a Non-U.S. Subsidiary, any applicable Non-U.S. Security Document (or any joinder to any existing Non-U.S. Security Document) reasonably requested by the Collateral Agent, but subject to the limitations set forth in the Collateral and Guarantee Requirement and the Agreed Security Principles (and consistent to the extent applicable, with any Non-U.S. Security Document in effect on the Closing Date or executed pursuant to Section 5.09(d) hereof); (B) cause each such Subsidiary (and the parent of each such Subsidiary that is a Loan Party) to deliver a Perfection Certificate Supplement any and all certificates representing Equity Interests (to the Administrative Agent, together with any possessory Collateral extent certificated) and intercompany notes (to the extent evidenced by a promissory note) that are required to be delivered pursuant to the Security Agreement; applicable Collateral Documents, accompanied by (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral if relevant in the applicable jurisdiction and to the extent required to be delivered pursuant to the applicable Collateral Documents to the Administrative Agent together with appropriately completed Documents) undated stock powers or other appropriate instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Partyblank; (C) cause each (x) with respect to any such New Advisor to execute Subsidiary that is a Counterpart Agreement and a supplement to the Security Agreement and U.S. Subsidiary, take all actions reasonably requested required by the Administrative Agent in order U.S. Security Agreement to cause the Lien created by the U.S. Security Agreement to be duly perfected to the extent required by such agreement or this Agreement in accordance with all applicable requirements of Law, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by the jurisdiction Collateral Agent and the execution and delivery of organization intellectual property security agreements to be filed in the United States Patent & Trademark Office, and (y) with respect to any such Subsidiary that is a Non-U.S. Subsidiary, take all actions required by the applicable Non-U.S. Security Document to which it is a party to cause the Lien created by such Non-U.S. Security Document to be duly perfected in accordance with all applicable requirements of such New Advisor; andLaw, subject to the Agreed Security Principles and all other limitations and exceptions in the Loan Documents; (D) if reasonably requested by the Administrative Collateral Agent, deliver to the Collateral Agent a customary opinion of counsel to the Borrower Company or such Subsidiary with respect to the guarantee and security provided by such New AdvisorSubsidiary pursuant to this Section 5.09(a)(i); and (ii) as promptly as practicable after the request therefor by the Applicable Administrative Agent or the Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property located in the United States, any existing title reports, abstracts, surveys, appraisals or environmental assessment reports, to the extent available and in the possession or control of the Loan Parties or their respective Restricted Subsidiaries. (b) If any Material Real Property is acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under any Collateral Document that become subject to the Lien in favor of the Collateral Agent upon acquisition thereof) (including any Material Real Property of a Person that becomes a Loan Party on the IPO Closing Date), within sixty (60) days (or such longer period as the Collateral Agent may agree in its discretion) after such acquisition the Company will notify the Collateral Agent thereof and, if requested by the Collateral Agent, the applicable Loan Party shall take the actions required pursuant to clause (e) of the Collateral and Guarantee Requirement with respect to such Material Real Property (subject to the limitations contained therein) no later than the date that is sixty (60) days (or such longer period as the Collateral Agent may agree in its discretion) after the later of (x) confirmation from the Lenders that flood due diligence and flood insurance compliance as required by Section 5.05 hereto has been completed and (y) sixty (60) days after the acquisition by such Loan Party of such Material Real Property. (c) Not later than (x) ninety (90) days after the Closing Date (or such longer period as the Collateral Agent may agree in its discretion) and (y) thereafter, concurrently with the delivery to the Administrative Agents of the financial statements required pursuant to Section 5.01(a), the Company shall designate such of its Restricted Subsidiaries that are organized or incorporated in an Agreed Security Jurisdiction as additional Guarantors to the extent necessary to ensure that the Obligations are guaranteed by material holding companies, being members of the Group that contribute, in the aggregate, a minimum of 80% of the Consolidated EBITDA, consolidated revenues and Consolidated Total Assets of the Group, in each case calculated on a consolidated basis and pursuant to generally accepted accounting principles (the “Collateral Coverage Requirement”). Upon designation of any such Restricted Subsidiary as an additional Guarantor in accordance with this Section 5.09(c), the Loan Parties and such designated Restricted Subsidiary shall comply with the other requirements of this Section 5.09 hereof and satisfy the Collateral and Guarantee Requirement with respect to such designated Restricted Subsidiary (within the applicable timeframes set forth in this Section 5.09, the definition of “Collateral and Guarantee Requirement” or any Collateral Document, as applicable), in each case subject to the applicable limitations set forth in this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Borrower and the other Credit Parties Collateral Agent shall not be required to comply with release any Guarantor from its obligations under the provisions of this Section 5.08 to the extent that the cost (including Loan Documents solely as a result of adverse tax consequencescompliance with the Collateral Coverage Requirement. (d) To the extent not completed prior to the Closing Date, the Company shall satisfy the requirements set forth on Schedule 5.09(d) on or prior to the dates set forth on such Schedule (or such later dates as shall be acceptable to the Collateral Agent). (e) Notwithstanding anything to the contrary contained herein, the aggregate amount of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion total assets of wholly owned Subsidiaries of the Administrative Agent Company organized in an Agreed Security Jurisdiction that do not become Guarantors solely because such Subsidiary is an Immaterial Subsidiary (and not because such Subsidiary satisfies any other clause of the definition of “Excluded Subsidiary”) shall not exceed 10.0% of the Consolidated Total Assets of the Company for the most recently ended Test Period (calculated on a Pro Forma Basis) for which financial statements have been delivered pursuant to Section 5.01(a) hereof (it being understood that the calculation of total assets for such purposes shall exclude any equity investment) and the Borrower, excessive Company may designate additional wholly owned Subsidiaries organized in relation an Agreed Security Jurisdiction as Guarantors in order to the value to be afforded to the Lenders therebysatisfy this requirement.

Additional Security and Guarantees. (a) In If the event thatParent or any Restricted Subsidiary acquires or creates another Significant Subsidiary, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be an Excluded Subsidiary), the Borrower shall, within thirty (30) days after then (i) such New Advisor is formed Significant Subsidiary shall become a Guarantor within 20 Business Days of having been acquired or acquired, orcreated, (ii) if the parent of such Person became Significant Subsidiary shall have executed one or more Security Documents granting to the Security Agent or Polish Security Agent, as applicable, subject to Section 11.14, for the benefit of the Holders of the Notes a New Advisor first priority pledge of all shares in any Fiscal Quarter for any such Significant Subsidiary within such 20 Business Day period (subject to Permitted Collateral Liens) and (iii) the parent of such Significant Subsidiary shall have taken all reasonably required steps under applicable law and undertaken other reasoncustomary procedures in connection with the granting of such security interests, the date provided, however, that financial statements are no Significant Subsidiary will be required to become a Guarantor nor shall its shares be required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as may be reasonably acceptable to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement; (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party; (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to the Security Agreement and take all actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Security Agreement to be duly perfected so pledged to the extent required and for so long as the incurrence of such Guarantee or granting of such pledge: (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a direct or indirect minority interest in such agreement Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Significant Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Agreement Indenture and provided that such Acquired Debt has not been incurred in accordance with all applicable requirements contemplation of, or in connection with, the transaction or series of Law, including transactions pursuant to which such Person becomes a Significant Subsidiary of or was otherwise acquired by the filing of financing statements Parent or a Restricted Subsidiary. Each new Guarantor shall execute a supplemental indenture substantially in the jurisdiction form attached as Exhibit D hereto. Notwithstanding the foregoing, the Copecresto Subsidiaries will not be required to become Guarantors, regardless of organization of such New Advisor; and (D) if reasonably requested whether they become Significant Subsidiaries, provided that on each Guarantor Testing Date, the aggregate unconsolidated EBITDA provided by the Administrative Agent, deliver a customary opinion of counsel to Restricted Subsidiaries does not fall below the Borrower with respect to 85% threshold set forth in the guarantee and security provided by such New Advisorfollowing paragraph. (b) Notwithstanding After the foregoingIssue Date, the Borrower Parent shall cause one or more additional Restricted Subsidiaries (x) to become a Guarantor and (y) to execute a supplemental indenture substantially in the form attached as Exhibit D hereto, so that Guarantees are provided by such Restricted Subsidiaries of the Parent whose aggregate unconsolidated EBITDA and assets, taken together with the unconsolidated EBITDA and assets of the Parent, comprise at least 85% of the Consolidated EBITDA and consolidated assets of the Parent, respectively, determined as of each date (the “Guarantor Testing Date”) on which the Parent is required to provide to the Trustee and the other Credit Parties shall not be required to comply Holders of the Notes (i) an annual report or (ii) a quarterly report in accordance with the provisions set out in Section 4.14 (Reports), in each case after giving pro forma effect to any sales or other distributions of this Section 5.08 assets not reflected therein, and in each case except to the extent that the cost incurrence of such Guarantees (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to Parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a minority equity interest in such Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Restricted Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Indenture and provided such Acquired Debt has not been incurred in contemplation of, or in connection with, the transaction or series of transactions pursuant to which such Person becomes a Restricted Subsidiary. The Parent shall cause any Significant Subsidiary that is not a Guarantor (other than one or more of the Copecresto Subsidiaries) that guarantees any third-party interest bearing Indebtedness for borrowed money of any Guarantor or the Issuer to execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Exhibit D hereto pursuant to which such Significant Subsidiary will, to the maximum extent permitted by law, guarantee payment of the Notes on substantially the same terms and conditions as those set forth in this Indenture; provided, however, that no Restricted Subsidiary shall be required to become a Guarantor to the extent and for so long as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion consequence of the Administrative Agent and the Borrower, excessive incurrence of such Guarantee would be reasonably likely to result in relation any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the value to be afforded to Parent or such Significant Subsidiary, any liability for the Lenders therebyofficers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses.

Additional Security and Guarantees. (a) In If the event thatParent or any Restricted Subsidiary acquires or creates another Significant Subsidiary, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be an Excluded Subsidiary), the Borrower shall, within thirty (30) days after then (i) such New Advisor is formed Significant Subsidiary shall become a Guarantor within 20 Business Days of having been acquired or acquired, orcreated, (ii) if the parent of such Person became Significant Subsidiary shall have executed one or more Security Documents granting to the Security Agent or Polish Security Agent, as applicable, subject to Section 11.14, for the benefit of the Holders of the Notes a New Advisor first priority pledge of all shares in any Fiscal Quarter for any such Significant Subsidiary within such 20 Business Day period (subject to Permitted Collateral Liens) and (iii) the parent of such Significant Subsidiary shall have taken all reasonably required steps under applicable law and undertaken other reasoncustomary procedures in connection with the granting of such security interests, the date provided, however, that financial statements are no Significant Subsidiary will be required to become a Guarantor nor shall its shares be required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as may be reasonably acceptable to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement; (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party; (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to the Security Agreement and take all actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Security Agreement to be duly perfected so pledged to the extent required and for so long as the incurrence of such Guarantee or granting of such pledge: (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a direct or indirect minority interest in such agreement Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Significant Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Agreement Indenture and provided that such Acquired Debt has not been incurred in accordance with all applicable requirements contemplation of, or in connection with, the transaction or series of Law, including transactions pursuant to which such Person becomes a Significant Subsidiary of or was otherwise acquired by the filing of financing statements Parent or a Restricted Subsidiary. Each new Guarantor shall execute a supplemental indenture substantially in the jurisdiction form attached as Exhibit D hereto. Notwithstanding the foregoing, the Copecresto Subsidiaries will not be required to become Guarantors, regardless of organization of such New Advisor; and (D) if reasonably requested whether they become Significant Subsidiaries, provided that on each Guarantor Testing Date, the aggregate unconsolidated EBITDA provided by the Administrative Agent, deliver a customary opinion of counsel to Restricted Subsidiaries does not fall below the Borrower with respect to 85% threshold set forth in the guarantee and security provided by such New Advisorfollowing paragraph. (b) Notwithstanding After the foregoingEffective Date, the Borrower Parent shall cause one or more additional Restricted Subsidiaries (x) to become a Guarantor and (y) to execute a supplemental indenture substantially in the form attached as Exhibit D hereto, so that Guarantees are provided by such Restricted Subsidiaries of the Parent whose aggregate unconsolidated EBITDA and assets, taken together with the unconsolidated EBITDA and assets of the Parent, comprise at least 85% of the Consolidated EBITDA and consolidated assets of the Parent, respectively, determined as of each date (the “Guarantor Testing Date”) on which the Parent is required to provide to the Trustee and the other Credit Parties shall not be required to comply Holders of the Notes (i) an annual report or (ii) a quarterly report in accordance with the provisions set out in Section 4.14 (Reports), in each case after giving pro forma effect to any sales or other distributions of this Section 5.08 assets not reflected therein, and in each case except to the extent that the cost incurrence of such Guarantees (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to Parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a minority equity interest in such Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Restricted Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Indenture and provided such Acquired Debt has not been incurred in contemplation of, or in connection with, the transaction or series of transactions pursuant to which such Person becomes a Restricted Subsidiary. The Parent shall cause any Significant Subsidiary that is not a Guarantor (other than a Copecresto Subsidiary) that guarantees any third-party interest bearing Indebtedness for borrowed money of any Guarantor or the Issuer to execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Exhibit D hereto pursuant to which such Significant Subsidiary will, to the maximum extent permitted by law, guarantee payment of the Notes on substantially the same terms and conditions as those set forth in this Indenture; provided, however, that no Restricted Subsidiary shall be required to become a Guarantor to the extent and for so long as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion consequence of the Administrative Agent and the Borrower, excessive incurrence of such Guarantee would be reasonably likely to result in relation any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the value to be afforded to Parent or such Significant Subsidiary, any liability for the Lenders therebyofficers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses.

Additional Security and Guarantees. (a) In Until the event that, after the Closing Security Release Date, any Affiliate of a Credit Party the Seller and each MineCo shall procure that: (A) each Person that becomes a New Advisor shareholder in or a Subsidiary (including other than a Non-Project Activities Subsidiary) of any of them shall accede to this Agreement as a result an Additional Guarantor and provide security over its shares in such MineCo or security shall be granted over the shares in such Subsidiary (as applicable) in favour of ceasing to be an Excluded Subsidiary)the Security SPV, the Borrower shallin each case, within thirty (30) days after of such Person first becoming a shareholder of such MineCo or a Subsidiary (as applicable) and, to the extent applicable, it shall and each Seller Group Member shall further take such steps as are necessary in order to make valid and effective the aforementioned agreements and perfect the Encumbrances provided for therein. The Seller or the relevant MineCo (as applicable) shall further provide to the Purchaser a third party legal opinion from (i) such New Advisor is formed or acquired, or, Person’s legal counsel concerning such Person and any Security Document to which such Person becomes a party and (ii) if where such Person became is a New Advisor in any Fiscal Quarter for any other reasonSubsidiary of one of them, the date legal counsel of that financial statements are required party, concerning that party and any security which they enter into pursuant to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (orthis Clause ‎8.5, each in the case of clauses (i) form and (ii), such longer period as may be reasonably acceptable substance satisfactory to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement;Purchaser. (B) deliver all certificated Equity Interests each MineCo that acquires a right, asset or interest that relates to the Project or any Project Property (excluding any Excluded Property), provided that in each case it constitutes Collateral, shall provide security over such right, asset or interest in favour of the Security SPV (or take steps to ensure such New Advisor held by any Credit Party that are Collateral and required right, asset or interest becomes subject to be delivered an existing Security Document), in each case, within thirty (30) days of the acquisition thereof (other than where such right, asset or interest has automatically become subject to an existing Security Document pursuant to its terms). Each Seller Group Member shall further take such steps as are necessary in order to make valid and effective the Collateral Documents to aforementioned security arrangements and perfect the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party;Encumbrances provided for therein; and (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to MineCo shall provide security (in favour of the Security Agreement and SPV) over each replacement Secured Material Contract (or take all actions reasonably requested by steps to ensure any such replacement Secured Material Contract becomes subject to an existing Security Document), in each case within thirty (30) days of the Administrative Agent replacement Secured Material Contract being entered into (other than where any such replacement Secured Material Contract has automatically become subject to an existing Security Document pursuant to its terms). Each Seller Group Member shall further take such steps as are necessary in order to cause make valid and effective the Lien created by aforementioned security arrangements and perfect the Security Agreement to be duly perfected to the extent required by such agreement or this Agreement in accordance with all applicable requirements of Law, including the filing of financing statements in the jurisdiction of organization of such New Advisor; and (D) if reasonably requested by the Administrative Agent, deliver a customary opinion of counsel to the Borrower with respect to the guarantee and security Encumbrances provided by such New Advisorfor therein. (b) Notwithstanding the foregoing, the Borrower and the other Credit Parties shall not be required to comply with the provisions of this Section 5.08 to the extent that the cost (including as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion of the Administrative Agent and the Borrower, excessive in relation to the value to be afforded to the Lenders thereby.

Additional Security and Guarantees. (a) In If the event thatParent or any Restricted Subsidiary acquires or creates another Significant Subsidiary, after the Closing Date, any Affiliate of a Credit Party becomes a New Advisor (including as a result of ceasing to be an Excluded Subsidiary), the Borrower shall, within thirty (30) days after then (i) such New Advisor is formed Significant Subsidiary shall become a Guarantor within 20 Business Days of having been acquired or acquired, orcreated, (ii) if the parent of such Person became Significant Subsidiary shall have executed one or more Security Documents granting to the Security Agent or Polish Security Agent, as applicable, subject to Section 11.14, for the benefit of the Holders of the Notes a New Advisor first priority pledge of shares in any Fiscal Quarter for any such Significant Subsidiary within such 20 Business Day period (subject to Permitted Collateral Liens) and (iii) the parent of such Significant Subsidiary shall have taken all reasonably required steps under applicable law and undertaken other reasoncustomary procedures in connection with the granting of such security interests, the date provided, however, that financial statements are no Significant Subsidiary will be required to become a Guarantor nor shall its shares be required to be delivered under Section 5.01(a) or (b) for such Fiscal Quarter (or, in the case of clauses (i) and (ii), such longer period as may be reasonably acceptable to the Administrative Agent): (A) cause any such New Advisor to deliver a Perfection Certificate Supplement to the Administrative Agent, together with any possessory Collateral required to be delivered pursuant to the Security Agreement; (B) deliver all certificated Equity Interests of such New Advisor held by any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Credit Party and all intercompany notes owing to such New Advisor to any Credit Party that are Collateral and required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party; (C) cause each such New Advisor to execute a Counterpart Agreement and a supplement to the Security Agreement and take all actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Security Agreement to be duly perfected so pledged to the extent required and for so long as the incurrence of such Guarantee or granting of such a pledge: (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost expense, liability or obligation (including any tax) other than de minimis costs and expense, (y) would be prohibited by the terms of any agreement with holders of a direct or indirect minority interest in such agreement Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Significant Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Agreement Indenture and provided that such Acquired Debt has not been incurred in accordance with all applicable requirements contemplation of, or in connection with, the transaction or series of Law, including transactions pursuant to which such Person becomes a Significant Subsidiary of or was otherwise acquired by the filing of financing statements Parent or a Restricted Subsidiary. Each new Guarantor shall execute a supplemental indenture substantially in the jurisdiction form attached as Exhibit D hereto. Notwithstanding the foregoing, the Copecresto Subsidiaries will not be required to become Guarantors, regardless of organization whether they become Significant Subsidiaries, provided that on each Guarantor Testing Date, the total number of such New Advisor; and (D) if reasonably requested Guarantees provided by the Administrative Agent, deliver a customary opinion of counsel to Restricted Subsidiaries does not fall below the Borrower with respect to 85% threshold set forth in the guarantee and security provided by such New Advisorfollowing paragraph. (b) Notwithstanding After the foregoingIssue Date, the Borrower Parent shall cause one or more additional Restricted Subsidiaries (x) to become a Guarantor and (y) to execute a supplemental indenture substantially in the form attached as Exhibit D hereto, so that Guarantees are provided by such Restricted Subsidiaries of the Parent whose aggregate unconsolidated EBITDA and assets, taken together with the unconsolidated EBITDA and assets of the Parent, comprise at least 85% of the Consolidated EBITDA and consolidated assets of the Parent, respectively, determined as of each date (the “Guarantor Testing Date”) on which the Parent is required to provide to the Trustee and the other Credit Parties shall not be required to comply Holders of the Notes (i) an annual report or (ii) a quarterly report in accordance with the provisions set out in Section 4.14 (Reports), in each case after giving pro forma effect to any sales or other distributions of this Section 5.08 assets not reflected therein, and in each case except to the extent that the cost incurrence of such Guarantees (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to Parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) or than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a minority equity interest in such Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Restricted Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Indenture and provided such Acquired Debt has not been incurred in contemplation of, or in connection with, the transaction or series of transactions pursuant to which such Person becomes a Restricted Subsidiary. The Parent shall cause any Significant Subsidiary that is not a Guarantor (other than one or more of the Copecresto Subsidiaries) that guarantees any third-party interest bearing Indebtedness for borrowed money of any Guarantor or the Issuer to execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Exhibit D hereto pursuant to which such Significant Subsidiary will, to the maximum extent permitted by law, guarantee payment of the Notes on substantially the same terms and conditions as those set forth in this Indenture; provided, however, that no Restricted Subsidiary shall be required to become a Guarantor to the extent and for so long as a result of adverse tax consequences) of providing any Guaranty or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable discretion consequence of the Administrative Agent and the Borrower, excessive incurrence of such Guarantee would be reasonably likely to result in relation any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the value to be afforded to Parent or such Significant Subsidiary, any liability for the Lenders therebyofficers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses.