Common use of Execution of Subsidiary Guaranty and Personal Property Collateral Documents Clause in Contracts

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Material Subsidiary of any Principal Company after the date hereof or any Non-Grantor Subsidiary becomes a Material Subsidiary, such Principal Company will (i) promptly notify the Lenders and the Agent of that fact, and (ii) except to the extent (A) such Principal Company delivers satisfactory evidence to the Agent that the granting of a Guaranty of the Obligations by such Subsidiary and the granting of a Lien on the Property of such Subsidiary to secure the Obligations (1) would result in a material increase in the tax liability of any Principal Company and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) in the case of a Non-U.S. Subsidiary, in the reasonable determination of the Collateral Agent, the cost of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, cause such Subsidiary to execute and deliver to the Lenders and the Collateral Agent a Subsidiary Guaranty Joinder and a Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9) as may be necessary or, in the opinion of the Collateral Agent, desirable to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected First Priority Lien on all of the personal and mixed Property of such Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b), each Principal Company will, or will cause the Subsidiary Guarantor that owns the Capital Stock of any Person that becomes a Subsidiary of such Principal Company or Subsidiary Guarantor to, execute and deliver to the Collateral Agent a supplement to the applicable Security Agreements and to deliver to Collateral Agent all certificates representing such Capital Stock of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank).

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Subsidiary of Company existing on the Closing Date that has not previously executed the Subsidiary Guaranty hereafter becomes a Material Domestic Subsidiary, or in the event that any Person becomes a Material Domestic Subsidiary of any Principal Company after the date hereof or any Non-Grantor Subsidiary becomes a Material Subsidiaryhereof, and, in each case, such Principal Company will Subsidiary is not prohibited by applicable law or, solely with respect to (i) promptly notify a Person that becomes a Subsidiary of the Lenders and Company after the Agent of Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that fact, and such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) except to the extent (A) such Principal Company delivers satisfactory evidence to the Agent that the granting of a Guaranty Subsidiaries of the Obligations by such Subsidiary and the granting of a Lien Company on the Property of such Subsidiary to secure the Obligations Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (1) would result in a material increase in the tax liability of any Principal Company and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) that, in the case of a Non-U.S. Subsidiary(i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the reasonable determination case of (ii) above, existed on the Collateral AgentClosing Date) from guaranteeing or providing security for the Obligations, the cost Company will promptly notify Administrative Agent of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, that fact and cause such Material Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Lenders Subsidiary Guaranty and the Collateral Agent a Subsidiary Guaranty Joinder and a Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9subsection 4.1J) as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a valid and perfected First Priority Lien on all of the personal and mixed Property property assets of such Material Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b)Agreement, each Principal Company willshall, or will shall cause the Subsidiary Guarantor that owns the Capital Stock of any such Material Domestic Subsidiary (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, solely with respect to (i) a Person that becomes a Subsidiary of the Company after the Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that such Principal Investment is permitted pursuant to subsection 7.3 hereof) or (ii) Subsidiaries of the Company or Subsidiary Guarantor on the Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (that, in the case of (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the case of (ii) above, existed on the Closing Date) to, execute and deliver to the Collateral Administrative Agent a supplement to the applicable Security Agreements Agreement and to deliver to Collateral Administrative Agent all certificates representing such Capital Stock of such Person Material Domestic Subsidiary (or, in the case of a Domestic Foreign Holding Company, 65% of the Capital Stock of such Domestic Foreign Holding Company), accompanied by irrevocable undated stock powers, duly endorsed in blank). In addition to the foregoing, if as of the end of any Fiscal Quarter Company and the Subsidiary Guarantors shall fail to own at least 90% of the Total Domestic Assets, Company shall cause one or more of its Domestic Subsidiaries to each execute and deliver a counterpart of the Subsidiary Guaranty and become a Subsidiary Guarantor hereunder and otherwise comply with the provisions of this subsection 6.8 such that, following the date upon which such Subsidiaries become Subsidiary Guarantors, Company and the Subsidiary Guarantors shall own at least 90% of the Total Domestic Assets. For the purposes of the foregoing sentence, “Total Domestic Assets” means, as at any date of determination, the total consolidated balance sheet assets (other than long-term intercompany note receivables) of Company and its Domestic Subsidiaries.

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Subsidiary of Company existing on the Closing Date that has not previously executed the Subsidiary Guaranty hereafter becomes a Material Domestic Subsidiary, or in the event that any Person becomes a Material Domestic Subsidiary of any Principal Company after the date hereof or any Non-Grantor Subsidiary becomes a Material Subsidiaryhereof, and, in each case, such Principal Company will Subsidiary is not prohibited by applicable law or, solely with respect to (i) promptly notify a Person that becomes a Subsidiary of Company after the Lenders and the Agent of Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that fact, and such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) except to the extent (A) such Principal Subsidiaries of Company delivers satisfactory evidence to the Agent that the granting of a Guaranty of the Obligations by such Subsidiary and the granting of a Lien on the Property of such Subsidiary to secure the Obligations Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (1) would result in a material increase in the tax liability of any Principal Company and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) that, in the case of a Non-U.S. Subsidiaryclause (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the reasonable determination case of clause (ii) above, existed on the Collateral AgentClosing Date) from guaranteeing or providing security for the Obligations, the cost Company will promptly notify Administrative Agent of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, that fact and cause such Material Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Lenders Subsidiary Guaranty and the Collateral Agent a Subsidiary Guaranty Joinder and a Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9subsection 4.1J) as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a valid and perfected First Priority Lien on all of the personal and mixed Property property assets of such Material Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b)Agreement, each Principal Company willshall, or will shall cause the Subsidiary Guarantor that owns the Capital Stock of any such Material Domestic Subsidiary (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, solely with respect to (i) a Person that becomes a Subsidiary of Company after the Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that such Principal Investment is permitted pursuant to subsection 7.3 hereof) or (ii) Subsidiaries of Company or Subsidiary Guarantor on the Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (that, in the case of clause (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the case of clause (ii) above, existed on the Closing Date) to, execute and deliver to the Collateral Administrative Agent a supplement to the applicable Security Agreements Agreement and to deliver to Collateral Administrative Agent all certificates representing such Capital Stock of such Person Material Domestic Subsidiary (or, in the case of a Domestic Foreign Holding Company, 65% of the Capital Stock of such Domestic Foreign Holding Company), accompanied by irrevocable undated stock powers, duly endorsed in blank).. In addition to the foregoing, if as of the end of any Fiscal Quarter Company and the Subsidiary Guarantors shall fail to own at least 90% of the Total Domestic Assets, Company shall cause one or more of its Domestic Subsidiaries to each execute and deliver a counterpart of the Subsidiary Guaranty and become a Subsidiary Guarantor hereunder and otherwise comply with the provisions of this subsection 6.8 such that, following the date upon which such Subsidiaries become Subsidiary Guarantors, Company and the Subsidiary Guarantors shall own at least 90% of the Total Domestic Assets. For the purposes of

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that (i) any Person becomes a Material direct or indirect Subsidiary of any Principal Company that is a Significant Subsidiary after the date hereof other than any such Subsidiary that is a Regulated Subsidiary that in the judgment of Company would not be permitted by applicable Healthcare Regulators to undertake the actions described below, (ii) Company or any Non-Grantor of its Subsidiaries transfers or causes to be transferred in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $2,000,000 to any Subsidiary becomes that is not a Material SubsidiarySubsidiary Guarantor or to any Regulated Subsidiary (other than in connection with an Investment permitted pursuant to subsection 7.3 hereof) or (iii) any Subsidiary of Company that is not a Subsidiary Guarantor guarantees any Indebtedness of Company or pledges any of its assets to secure any Indebtedness of Company other than the Indebtedness under this Agreement, such Principal Company will (i) promptly notify the Lenders and the Administrative Agent of that fact, fact and (ii) except to the extent (A) such Principal Company delivers satisfactory evidence to the Agent that the granting of a Guaranty of the Obligations by such Subsidiary and the granting of a Lien on the Property of such Subsidiary to secure the Obligations (1) would result in execute, or cause the applicable Subsidiary to execute, a material increase Pledge Amendment (as such term is defined in the tax liability of any Principal Company Security Agreement) and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) in the case of a Non-U.S. Subsidiary, in the reasonable determination of the Collateral Agent, the cost of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, cause such new Subsidiary to execute and deliver to the Lenders and the Collateral Administrative Agent a counterpart of the Subsidiary Guaranty Joinder and a counterpart to the Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9subsection 4.1L) as may be necessary or, in the opinion of the Collateral Administrative Agent, desirable to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a valid and perfected First Priority Lien on all of the personal and mixed Property property assets of such Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b), each Principal Company will, or will cause the Subsidiary Guarantor that owns the Capital Stock of any Person that becomes a Subsidiary of such Principal Company or Subsidiary Guarantor to, execute and deliver to the Collateral Agent a supplement to the applicable Security Agreements and to deliver to Collateral Agent all certificates representing such Capital Stock of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank).

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Subsidiary of Company existing on the Closing Date that has not previously executed the Subsidiary Guaranty hereafter becomes a Material Domestic Subsidiary, or in the event that any Person becomes a Material Domestic Subsidiary of any Principal Company after the date hereof or any Non-Grantor Subsidiary becomes a Material Subsidiaryhereof, and, in each case, such Principal Company will Subsidiary is not prohibited by applicable law or, solely with respect to (i) promptly notify a Person that becomes a Subsidiary of the Lenders and Company after the Agent of Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that fact, and such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) except to the extent (A) such Principal Company delivers satisfactory evidence to the Agent that the granting of a Guaranty Subsidiaries of the Obligations by such Subsidiary and the granting of a Lien Company on the Property of such Subsidiary to secure the Obligations Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (1) would result in a material increase in the tax liability of any Principal Company and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) that, in the case of a Non-U.S. Subsidiary(i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the reasonable determination case of (ii) above, existed on the Collateral AgentClosing Date) from guaranteeing or providing security for the Obligations, the cost Company will promptly notify Administrative Agent of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, that fact and cause such Material Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Lenders Subsidiary Guaranty and the Collateral Agent a Subsidiary Guaranty Joinder and a Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9subsection 4.1K) as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a valid and perfected First Priority Lien on all of the personal and mixed Property property assets of such Material Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b)Agreement, each Principal Company willshall, or will shall cause the Subsidiary Guarantor that owns the Capital Stock of any such Material Domestic Subsidiary (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, solely with respect to (i) a Person that becomes a Subsidiary of the Company after the Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that such Principal Investment is permitted pursuant to subsection 7.3 hereof) or (ii) Subsidiaries of the Company or Subsidiary Guarantor on the Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (that, in the case of (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the case of (ii) above, existed on the Closing Date) to, execute and deliver to the Collateral Administrative Agent a supplement to the applicable Security Agreements Agreement and to deliver to Collateral Administrative Agent all certificates representing such Capital Stock of such Person Material Domestic Subsidiary (or, in the case of a Domestic Foreign Holding Company, 65% of the Capital Stock of such Domestic Foreign Holding Company), accompanied by irrevocable undated stock powers, duly endorsed in blank). In addition to the foregoing, if as of the end of any Fiscal Quarter Company and the Subsidiary Guarantors shall fail to own at least 90% of the Total Domestic Assets, Company shall cause one or more of its Domestic Subsidiaries to each execute and deliver a counterpart of the Subsidiary Guaranty and become a Subsidiary Guarantor hereunder and otherwise comply with the provisions of this subsection 6.8 such that, following the date upon which such Subsidiaries become Subsidiary Guarantors, Company and the Subsidiary Guarantors shall own at least 90% of the Total Domestic Assets. For the purposes of the foregoing sentence, “Total Domestic Assets” means, as at any date of determination, the total consolidated balance sheet assets (other than long-term intercompany note receivables) of Company and its Domestic Subsidiaries.

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that (i) any Person becomes a Material direct or indirect Subsidiary of any Principal Company that is a Significant Subsidiary after the date hereof other than any such Subsidiary that is a Regulated Subsidiary that in the judgment of Company would not be permitted by applicable Healthcare Regulators to undertake the actions described below, (ii) Company or any Non-Grantor of its Subsidiaries transfers or causes to be transferred in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $2,000,000 to any Subsidiary becomes that is not a Material SubsidiarySubsidiary Guarantor or to any Regulated Subsidiary (other than in connection with an Investment permitted pursuant to subsection 7.3 hereof) or (iii) any Subsidiary of Company that is not a Subsidiary Guarantor guarantees any Indebtedness of Company or pledges any of its assets to secure any Indebtedness of Company other than the Indebtedness under this Agreement, such Principal Company will (i) promptly notify the Lenders and the Administrative Agent of that fact, fact and (ii) except to the extent (A) such Principal Company delivers satisfactory evidence to the Agent that the granting of a Guaranty of the Obligations by such Subsidiary and the granting of a Lien on the Property of such Subsidiary to secure the Obligations (1) would result in execute, or cause the applicable Subsidiary to execute, a material increase Pledge Supplement (as such term is defined in the tax liability of any Principal Company Security Agreement) and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) in the case of a Non-U.S. Subsidiary, in the reasonable determination of the Collateral Agent, the cost of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, cause such new Subsidiary to execute and deliver to the Lenders and the Collateral Administrative Agent a counterpart of the Subsidiary Guaranty Joinder and a counterpart to the Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9subsection 4.1L) as may be necessary or, in the opinion of the Collateral Administrative Agent, desirable to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a valid and perfected First Priority Lien on all of the personal and mixed Property property assets of such Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b), each Principal Company will, or will cause the Subsidiary Guarantor that owns the Capital Stock of any Person that becomes a Subsidiary of such Principal Company or Subsidiary Guarantor to, execute and deliver to the Collateral Agent a supplement to the applicable Security Agreements and to deliver to Collateral Agent all certificates representing such Capital Stock of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank).

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Subsidiary of Company existing on the Closing Date that has not previously executed the Subsidiary Guaranty hereafter becomes a Material Domestic Subsidiary, or in the event that any Person becomes a Material Domestic Subsidiary of any Principal Company after the date hereof or any Non-Grantor Subsidiary becomes a Material Subsidiaryhereof, and, in each case, such Principal Company will Subsidiary is not prohibited from guaranteeing or providing security for the Obligations by either (x) applicable law or (y) solely with respect to (i) promptly notify a Person that becomes a Subsidiary of Company after the Lenders and the Agent of Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that fact, and such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) except to the extent (A) such Principal Subsidiaries of Company delivers satisfactory evidence to the Agent that the granting of a Guaranty of the Obligations by such Subsidiary and the granting of a Lien on the Property of such Subsidiary to secure the Obligations Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (1) would result in a material increase in the tax liability of any Principal Company and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) that, in the case of a Non-U.S. Subsidiaryclause (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the reasonable determination case of clause (ii) above, existed on the Collateral AgentClosing Date), the cost Company will promptly notify Administrative Agent of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, that fact and cause such Material Domestic Subsidiary (other than a Material Domestic Subsidiary that is also a Foreign Corporation or is a Subsidiary of a Foreign Corporation) to execute and deliver to Administrative Agent a counterpart of the Lenders Subsidiary Guaranty and the Collateral Agent a Subsidiary Guaranty Joinder and a Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9subsection 4.1J) as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a valid and perfected First Priority Lien on all of the personal and mixed Property property assets of such Material Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b)Agreement, each Principal Company willshall, or will shall cause the Subsidiary Guarantor that owns the Capital Stock of any such Material Domestic Subsidiary (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by (x) applicable law or, (y) solely with respect to (i) a Person that becomes a Subsidiary of Company after the Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that such Principal Investment is permitted pursuant to subsection 7.3 hereof) or (ii) Subsidiaries of Company or Subsidiary Guarantor on the Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (that, in the case of clause (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the case of clause (ii) above, existed on the Closing Date), to, execute and deliver to the Collateral Administrative Agent a supplement to the applicable Security Agreements Agreement and to deliver to Collateral Administrative Agent all certificates representing such Capital Stock of such Person Material Domestic Subsidiary (or, in the case of a Material Domestic Subsidiary that is also a Foreign Corporation, 65% of the Capital Stock of such Subsidiary), accompanied by irrevocable undated stock powers, duly endorsed in blank).

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Subsidiary of Company existing on the Closing Date that has not previously executed the Subsidiary Guaranty hereafter becomes a Material Domestic Subsidiary, or in the event that any Person becomes a Material Domestic Subsidiary of any Principal Company after the date hereof or any Non-Grantor Subsidiary becomes a Material Subsidiaryhereof, and, in each case, such Principal Company will Subsidiary is not prohibited from guaranteeing or providing security for the Obligations by either (x) applicable law or (y) solely with respect to (i) promptly notify a Person that becomes a Subsidiary of Company after the Lenders and the Agent of Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that fact, and such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) except to the extent (A) such Principal Subsidiaries of Company delivers satisfactory evidence to the Agent that the granting of a Guaranty of the Obligations by such Subsidiary and the granting of a Lien on the Property of such Subsidiary to secure the Obligations Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (1) would result in a material increase in the tax liability of any Principal Company and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) that, in the case of a Non-U.S. Subsidiaryclause (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the reasonable determination case of clause (ii) above, existed on the Collateral AgentClosing Date), the cost Company will promptly notify Administrative Agent of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, that fact and cause such Material Domestic Subsidiary (other than a Material Domestic Subsidiary of Globe that is also a Foreign Corporation or is a Subsidiary of a Foreign Corporation) to execute and deliver to Administrative Agent a counterpart of the Lenders Subsidiary Guaranty and the Collateral Agent a Subsidiary Guaranty Joinder and a Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9subsection 4.1J) as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a valid and perfected First Priority Lien on all of the personal and mixed Property property assets of such Material Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b)Agreement, each Principal Company willshall, or will shall cause the Subsidiary Guarantor that owns the Capital Stock of any such Material Domestic Subsidiary (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by (x) applicable law or, (y) solely with respect to (i) a Person that becomes a Subsidiary of Company after the Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that such Principal Investment is permitted pursuant to subsection 7.3 hereof) or (ii) Subsidiaries of Company or Subsidiary Guarantor on the Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (that, in the case of clause (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the case of clause (ii) above, existed on the Closing Date), to, execute and deliver to the Collateral Administrative Agent a supplement to the applicable Security Agreements Agreement and to deliver to Collateral Administrative Agent all certificates representing such Capital Stock of such Person Material Domestic Subsidiary (or, in the case of a Material Domestic Subsidiary of Globe that is also a Foreign Corporation, 65% of the Capital Stock of such Subsidiary), accompanied by irrevocable undated stock powers, duly endorsed in blank. Notwithstanding anything to the contrary contained herein: (a) any Person that is a borrower or a guarantor under the Senior Notes (including the French Subsidiary, GFA SAU and the Spanish Subsidiary) shall be required to become a Subsidiary Guarantor hereunder and pledge certain assets as Collateral pursuant to the guaranty and collateral requirements set forth in this Section 6.8A, subject to the Agreed Guaranty Principles and the Agreed Security Principles, and in relation to GFA SAU and the Spanish Subsidiary, and the French Subsidiary, subject to the limitations set out in Sections 6.8A(d) and 6.8A(e)., respectively, (b) as soon as reasonably practicable after the Third Amendment Effective Date and in any event on or prior to the earlier of June 30, 2017 (or such later date as agreed by the Administrative Agent) and the date falling 60 days after the earlier of (i) the date on which the Company completes the Energy Sale and (ii) the date on which the Energy Sale is terminated, either (x) an entity acquired or formed by the Company or one of its Subsidiaries for purposes of consummating the Energy Sale, which entity will hold assets that are unrelated to the hydro-electric operations of Company (in the event that the Energy Sale is completed) or (y) FerroAtlántica S.A., a company organized in Spain (in the event that the Energy Sale is not consummated prior to such date), as applicable (such entity, the “Spanish Subsidiary”), shall be required to become a Subsidiary Guarantor hereunder and pledge certain assets as Collateral pursuant to the guaranty and collateral requirements set forth in this Section 6.8A (or enter into such other arrangements acceptable to the Administrative Agent to provide credit and collateral support), (c) in no event shall (i) the Aggregate Sales Percentage be less than 80% at any time or (ii) the Aggregate Asset Percentage be less than 70% at any time, it being understood and agreed that, the Company shall cause additional Subsidiaries (other than any Subsidiary that is a Joint Venture that is restricted from becoming a Subsidiary Guarantor pursuant to the terms of the applicable joint venture agreement) to become Subsidiary Guarantors and pledge certain assets as Collateral to the extent necessary to comply with this clause (c) within sixty (60) days (or such longer period as agreed to by the Administrative Agent in its sole discretion) after such percentages are not satisfied; provided that, FerroPem and GFA SAU shall be included in such calculations from the Third Amendment Effective Date until 60 days following the Third Amendment Effective Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), and (d) Limitations on obligations of Foreign Subsidiary Guarantor incorporated in Spain: Notwithstanding the foregoing and any other provisions of this Agreement, the obligations and liabilities of any Foreign Subsidiary Guarantor incorporated in Spain under this Clause 6 or any other provision of this Agreement, shall be deemed not to be assumed by such Foreign Subsidiary Guarantor incorporated in Spain to the extent that they constitute or may constitute unlawful financial assistance within the meaning of article 150 of the Spanish Companies Law (where the company is a Spanish public company (Sociedad Anónima)) or article 143 of the Spanish Companies Law (where the company is a Spanish limited liability company (Sociedad de Responsabilidad Limitada)). Accordingly, the obligations and liabilities of any Foreign Subsidiary Guarantor incorporated in Spain under this Clause 6 or any other provision of this Agreement shall not include and shall not be extended to any repayment obligations in respect of financing used in or towards the payment of or refinancing of the purchase price or subscription for the shares or quotas in the Foreign Subsidiary Guarantor incorporated in Spain and/or the acquisition of or subscription for the shares or quotas in its controlling corporation directly or indirectly (or, where the company is a Spanish limited liability company (Sociedad de Responsabilidad Limitada), of any company of its group). The guarantee, indemnity and other obligations of any Foreign Subsidiary Guarantor incorporated in Spain incorporated as a Spanish limited liability company (Sociedad de Responsabilidad Limitada) expressed to be assumed by it under the guarantee of any Foreign Subsidiary Guarantor incorporated in Spain shall not include and shall not extend to any obligations which could reasonably be expected to result in a breach of article 401 of the Spanish Capital Companies Act, and

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that the aggregate gross revenues for any Person becomes Fiscal Year, commencing with the Fiscal Year ending October 31, 2002, of Company and the Subsidiary Guarantors is less than 90% of the aggregate gross revenues of Company and its Domestic Subsidiaries on a Material Subsidiary of any Principal consolidated basis for such Fiscal Year, Company will, within 100 days after the date hereof or any Non-Grantor Subsidiary becomes a Material Subsidiaryend of such Fiscal Year, such Principal Company will (i) promptly notify cause one or more additional Domestic Subsidiaries to execute and deliver to Administrative Agent a counterpart of the Lenders Subsidiary Guaranty and Security Agreement such that the Agent aggregate gross revenues for such Fiscal Year of that factCompany and all Subsidiary Guarantors shall be equal to at least 90% of the aggregate gross revenues of Company and its Domestic Subsidiaries on a consolidated basis for such Fiscal Year, and (ii) except to the extent (A) take, or cause each such Principal Company delivers satisfactory evidence to the Agent that the granting of a Guaranty of the Obligations by such Subsidiary and the granting of a Lien on the Property of such Domestic Subsidiary to secure the Obligations (1) would result in a material increase in the tax liability of any Principal Company and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) in the case of a Non-U.S. Subsidiarytake, in the reasonable determination of the Collateral Agent, the cost of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, cause such Subsidiary to execute and deliver to the Lenders and the Collateral Agent a Subsidiary Guaranty Joinder and a Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9subsection 4.1M) as may be necessary or, in the opinion of the Collateral Administrative Agent, desirable to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a valid and perfected First Priority Lien on substantially all personal property and all Material Real Property of each such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, in the event that (i) any Person becomes a Material Domestic Subsidiary after the date hereof, and such Material Domestic Subsidiary has not previously executed the Subsidiary Guaranty, or (ii) any Subsidiary of Company that has not previously executed the Subsidiary Guaranty becomes a guarantor in respect of the obligations of Company under any indenture or agreement relating to Securities of Company that have been privately placed pursuant to Rule 144A of the Securities Act or publicly registered under the Securities Act, Company will promptly (a) cause such Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and the Security Agreement and (b) take, or cause such Subsidiary to take, all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1M) as may be necessary or, in the opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid First Priority Lien on substantially all personal property and mixed all Material Real Property of each such Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b)Agreement, each Principal Company willshall, or will shall cause the Domestic Subsidiary Guarantor that owns the Capital Stock of any Person that becomes Domestic Subsidiary required to execute a counterpart of the Subsidiary Guaranty and Security Agreement or any Material Domestic Subsidiary (and any direct or indirect parent of such Principal Company Domestic Subsidiary or Subsidiary Guarantor toMaterial Domestic Subsidiary), to execute and deliver to the Collateral Administrative Agent a supplement to the applicable Security Agreements Agreement and to deliver to Collateral Administrative Agent all certificates representing such Capital Stock of such Person Domestic Subsidiary or Material Domestic Subsidiary (accompanied by irrevocable undated stock powers, duly endorsed in blank).

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Subsidiary of Company existing on the Closing Date that has not previously executed the Subsidiary Guaranty hereafter becomes a Material Domestic Subsidiary, or in the event that any Person becomes a Material Domestic Subsidiary of any Principal Company after the date hereof or any Non-Grantor Subsidiary becomes a Material Subsidiaryhereof, and, in each case, such Principal Company will Subsidiary is not prohibited by applicable law or, solely with respect to (i) promptly notify a Person that becomes a Subsidiary of Company after the Lenders and the Agent of Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that fact, and such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) except to the extent (A) such Principal Subsidiaries of Company delivers satisfactory evidence to the Agent that the granting of a Guaranty of the Obligations by such Subsidiary and the granting of a Lien on the Property of such Subsidiary to secure the Obligations Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (1) would result in a material increase in the tax liability of any Principal Company and its Subsidiaries (based on the amount of pre-tax income at the time of determination) or (2) would be prohibited by Applicable Law or (B) that, in the case of a Non-U.S. Subsidiaryclause (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the reasonable determination case of clause (ii) above, existed on the Collateral AgentClosing Date) from guaranteeing or providing security for the Obligations, the cost Company will promptly notify Administrative Agent of obtaining or perfecting such Lien is excessive in relation to the value of the security afforded thereby, that fact and cause such Material Domestic Subsidiary (other than a Material Domestic Subsidiary that is also a Foreign Corporation or is a Subsidiary of a Foreign Corporation) to execute and deliver to Administrative Agent a counterpart of the Lenders Subsidiary Guaranty and the Collateral Agent a Subsidiary Guaranty Joinder and a Security Agreement Joinder (to the extent required by the terms of the Security Agreements) and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in Section 4.9subsection 4.1J) as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a valid and perfected First Priority Lien on all of the personal and mixed Property property assets of such Material Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreements but subject to Section 9.7(b)Agreement, each Principal Company willshall, or will shall cause the Subsidiary Guarantor that owns the Capital Stock of any such Material Domestic Subsidiary (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, solely with respect to (i) a Person that becomes a Subsidiary of Company after the Closing Date pursuant to (a) a Permitted Acquisition or (b) an Investment in a Joint Venture (provided that such Principal Investment is permitted pursuant to subsection 7.3 hereof) or (ii) Subsidiaries of Company or Subsidiary Guarantor on the Closing Date that are not Material Subsidiaries, legally valid contractual restrictions (that, in the case of clause (i)(a) above, existed prior to the date of such Permitted Acquisition and were not created in anticipation of such acquisition or, in the case of clause (ii) above, existed on the Closing Date) to, execute and deliver to the Collateral Administrative Agent a supplement to the applicable Security Agreements Agreement and to deliver to Collateral Administrative Agent all certificates representing such Capital Stock of such Person Material Domestic Subsidiary (or, in the case of a Material Domestic Subsidiary that is also a Foreign Corporation, 65% of the Capital Stock of such Subsidiary), accompanied by irrevocable undated stock powers, duly endorsed in blank). In addition to the foregoing, if as of the end of any Fiscal Quarter Company and the Subsidiary Guarantors shall fail to own at least 90% of the Total Domestic Assets, Company shall cause one or more of its Domestic Subsidiaries to each execute and deliver a counterpart of the Subsidiary Guaranty and become a Subsidiary Guarantor hereunder and otherwise comply with the provisions of this subsection 6.8 such that, following the date upon which such Subsidiaries become Subsidiary Guarantors, Company and the Subsidiary Guarantors shall own at least 90% of the Total Domestic Assets. For the purposes of the foregoing sentence, “Total Domestic Assets” means, as at any date of determination, the total consolidated balance sheet assets (other than long-term intercompany note receivables) of Company and its Domestic Subsidiaries.