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 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:

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 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 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 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.