Common use of Guarantees and Security Clause in Contracts

Guarantees and Security. (a) The Company shall: (i) within 30 days of a member of the Group becoming a Material Subsidiary, ensure that the relevant member of the Group becomes an Additional Guarantor in accordance with Clause 28 (Changes to the Obligors). (b) The Company need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (c) Each Obligor shall (and the Company shall ensure that each other member of the Group will), at its own expense, promptly take all such action as the Agent or the Security Agent may require: (i) for the purpose of perfecting or protecting any of the Finance Parties’ rights under, and preserving the Security intended to be created or evidenced by, any of the Finance Documents; and (ii) for the purpose of facilitating the realisation of any of that Security, including the execution of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction and the making of any registration which the Agent or the Security Agent may reasonably require. (d) The Company shall ensure that at all times: (i) the aggregate of the unconsolidated net assets (excluding any intragroup loans) of the Guarantors (without double counting and excluding any interests in any Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated net assets of the Group; and (ii) the aggregate of the unconsolidated revenues or EBITDA of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated revenues or EBITDA of the Group, in each case calculated by reference to the then most recent annual and quarterly unaudited unconsolidated financial statements of each Guarantor and the then most recent annual and quarterly audited consolidated financial statements of the Group.

Guarantees and Security. (a) The Company shall: (i) within 30 days of a member of the Group becoming a Material Subsidiary, ensure that the relevant member of the Group becomes an Additional Guarantor in accordance with Clause 28 35 (Changes to the Obligors). (b) The Company need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (c) Each Obligor shall (and the Company shall ensure that each other member of the Group will), at its own expense, promptly take all such action as the Agent or the Security Agent may require: (i) for the purpose of perfecting or protecting any of the Finance Parties’ rights under, and preserving the Security intended to be created or evidenced by, any of the Finance Documents; and (ii) for the purpose of facilitating the realisation of any of that Security, including the execution of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction and the making of any registration which the Agent or the Security Agent may reasonably require. (d) The Company shall ensure that at all times: (i) the aggregate of the unconsolidated net assets (excluding any intragroup loans) of the Guarantors (without double counting and excluding any interests in any Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated net assets of the Group; and (ii) the aggregate of the unconsolidated revenues or EBITDA of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated revenues or EBITDA of the Group, in each case calculated by reference to the then most recent annual and quarterly unaudited unconsolidated financial statements of each Guarantor and the then most recent annual and quarterly audited consolidated financial statements of the Group.

Guarantees and Security. (a) The Company shall: (i) Parent shall within 30 days of a member of the Group becoming a Material Subsidiary, ensure that the relevant member of the Group becomes an Additional Guarantor in accordance with Clause 28 (Changes to the Obligors). (b) The Company Parent need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (c) Each Obligor shall (and the Company Parent shall ensure that each other member of the Group will), at its own expense, promptly take all such action as the Agent or the Security Agent may require: (i) for the purpose of perfecting or protecting any of the Finance Secured Parties’ rights under, and preserving the Security intended to be created or evidenced by, any of the Finance Documents; and (ii) for the purpose of facilitating the realisation of any of that Security, including the execution of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction and the making of any registration which the Agent or the Security Agent may reasonably require. (d) The Company Parent shall ensure that at all times: (i) the aggregate of the unconsolidated net assets (excluding any intragroup loans) of the Guarantors (without double counting and excluding any interests in any Subsidiaries which are Guarantors) exceeds 80 85 per cent. of the consolidated net assets of the Group; and (ii) the aggregate of the unconsolidated revenues or and EBITDA of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries which are Guarantors) exceeds 80 85 per cent. of the consolidated revenues or and EBITDA of the Group, in each case calculated by reference to the then most recent annual and quarterly unaudited unconsolidated audited financial statements of each Guarantor and the then most recent annual and quarterly audited consolidated financial statements of the Group. (e) The Parent shall, to the extent possible under any applicable law, ensure that all material assets (in the opinion of the Agent, acting reasonably) held by any member of the Group at any time are subject to Security created or evidenced by a Finance Document (on terms substantially the same as the terms of the Security Documents then in force), if the Security Agent considers it necessary to do so to protect the legitimate interests of the Secured Parties (taking into account (i) the value of the assets subject to Security under the existing Security Documents as a whole and (ii) the proportion of the costs associated with the taking and perfection of the additional security to the value of the assets proposed to be subject to the additional Security requested by the Security Agent).

Guarantees and Security. (a1) The Company shall: (i) within 30 days As a general and continuing collateral security for the due payment of a member all present and future indebtedness and liability of the Group becoming a Material SubsidiaryBorrower to the Administrative Agent and the Lender Parties under this Agreement and under the other Credit Documents, ensure that there shall be provided (and the relevant member Borrower agrees to provide or cause to be provided) to the Administrative Agent for the rateable benefit of the Group becomes an Additional Guarantor Lender Parties, the Security described in accordance with Clause 28 (Changes Schedule 8 and all other Security as and when required hereunder, which shall be in form and substance and accompanied by opinions of counsel to the Obligors)Borrower, each Guarantor and any other relevant Person, in each case satisfactory to the Administrative Agent. (b2) The Company need only perform its obligations under paragraph (a) above if it is not unlawful for Borrower and each Guarantor will from time to time at the relevant person Borrower's expense duly authorize, execute and deliver to become a Guarantor the Administrative Agent such further instruments and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, documents and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any take such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (c) Each Obligor shall (and the Company shall ensure that each other member of the Group will), at its own expense, promptly take all such further action as the Agent or the Security Administrative Agent may require: (i) reasonably request for the purpose of perfecting obtaining or protecting preserving the full benefits granted or intended to be granted to the Administrative Agent and the Lender Parties by the Security Documents and of the rights and remedies therein granted to the Administrative Agent, including without limitation, the filing of financing statements or other documents under any applicable Law with respect to the Liens created thereby. Unless prohibited by applicable Law, the Borrower authorizes the Administrative Agent to file any such financing statement or similar documents without the signature of the Borrower or any of its Subsidiaries, or to execute such financing statement as attorney for the Borrower or any of its Subsidiaries in the event that the Borrower or any of its Subsidiaries fails to do so promptly upon request by the Administrative Agent. The Borrower acknowledges that the Security Documents have been prepared on the basis of applicable Law in effect on the date hereof, and that changes to applicable Law may require the execution and delivery of different forms of documentation, and accordingly the Administrative Agent shall have the right to require that the Security Documents be amended, supplemented or replaced (and the Borrower shall duly authorize, execute and deliver, and cause each Guarantor to duly authorize, execute and deliver, to the Administrative Agent on request any such amendment, supplement or replacement with respect to any of the Finance Parties’ rights underSecurity Documents to which the Borrower or any Guarantor is a party): (i) to reflect any change in applicable Law, and preserving the Security intended to be created whether arising as a result of statutory amendments, court decisions or evidenced by, any of the Finance Documentsotherwise; and or (ii) for to facilitate the purpose creation and registration of facilitating the realisation appropriate forms of any of that Security, including the execution of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction and the making of any registration which the Agent or the Security Agent may reasonably requiresecurity in all applicable jurisdictions. (d) The Company shall ensure that at all times: (i) the aggregate of the unconsolidated net assets (excluding any intragroup loans) of the Guarantors (without double counting and excluding any interests in any Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated net assets of the Group; and (ii) the aggregate of the unconsolidated revenues or EBITDA of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated revenues or EBITDA of the Group, in each case calculated by reference to the then most recent annual and quarterly unaudited unconsolidated financial statements of each Guarantor and the then most recent annual and quarterly audited consolidated financial statements of the Group.

Guarantees and Security. (a) The Parent Company shall: and Seller shall each cause: (i) within 30 days each direct or indirect subsidiary of Parent Company or the Seller, as applicable, holding a member direct or indirect equity interest in any Mine Owner (each a “HoldCo”) to execute and deliver a limited recourse guarantee (limited by such person’s direct and indirect equity interests in the Seller PMPA Entities) in favour of Purchaser, in form and substance satisfactory to Purchaser, acting reasonably, guaranteeing the payment and performance, when due, of all PMPA Obligations (the “HoldCo Limited Guarantees”); and (ii) each HoldCo to enter into, as security for its obligations under its HoldCo Limited Guarantee, a share pledge agreement (together, with the HoldCo Limited Guarantees, the “HoldCo Security Agreements”) in form and substance satisfactory to the Purchaser, acting reasonably, granting a security interest, subject only to Permitted Encumbrances or Encumbrances on the Ringfenced Collateral created pursuant to Section 6.8, in all of the Group becoming shares held by such Holdco in any Mine Owner or any other person which has a Material Subsidiary, ensure that direct or indirect interest in and to any Mine Owner (the relevant member of the Group becomes an Additional Guarantor in accordance with Clause 28 (Changes to the Obligors“HoldCo Collateral”). (b) The Parent Company need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person and Seller shall each cause Mine Owner to become a Guarantor execute and that person becoming a Guarantor would not result deliver an unsecured guarantee in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit iffavour of Purchaser, in its opinionform and substance satisfactory to Purchaser, to do so would avoid acting reasonably, guaranteeing the relevant unlawfulness or personal liabilitypayment and performance, when due, of all PMPA Obligations (the “Mine Owner Guarantee”). (c) Each Obligor shall (and the Parent Company shall ensure that each other member of the Group will), at its own expense, promptly take all such action as the Agent or the Security Agent may require: (i) for execute and deliver a limited recourse guarantee (limited by its direct and indirect equity interests in the purpose Seller PMPA Entities) in favour of perfecting or protecting any Purchaser, in form and substance satisfactory to Purchaser, acting reasonably, guaranteeing the payment and performance, when due, of all PMPA Obligations (the Finance Parties’ rights under“Parent Company Limited Guarantee” and together with the HoldCo Limited Guarantees and the Mine Owner Guarantee, the “Guarantees”); and preserving the Security intended to be created or evidenced by, any of the Finance Documents; and (ii) enter into, as security for its obligations under the purpose Parent Company Limited Guarantee, a share pledge agreement (together, with the Parent Company Limited Guarantee, the “Parent Company Security Agreements”) in form and substance satisfactory to the Purchaser, acting reasonably, granting a security interest, subject only to Permitted Encumbrances or Encumbrances on the Ringfenced Collateral created pursuant to Section 6.8, in all of facilitating the realisation of shares held by the Parent Company in any of that Security, including Mine Owner or any other person which has a direct or indirect interest in and to any Mine Owner (the execution of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction and the making of any registration which the Agent or the Security Agent may reasonably require“Parent Company Collateral”). (d) The Parent Company and Seller shall ensure cause all such further agreements, instruments and documents to be executed and delivered and all such further acts and things to be done as Purchaser may from time to time reasonably require to obtain, perfect, maintain and preserve the perfected charges and security interests in, to and over all of the HoldCo Collateral, the Parent Company Collateral and any Future Owner Collateral, subject only to Permitted Encumbrances or Encumbrances on the Ringfenced Collateral created pursuant to Section 6.8. (e) Parent Company and Seller shall not, and shall cause each Affiliate of Parent Company and Seller to not, contest in any manner the effectiveness, validity, binding nature or enforceability of this Agreement or any of the Security or any Guarantee. (f) Unless otherwise agreed by the Parties, within five (5) Business Days of any person (a “Future Owner”) acquiring directly or indirectly, other than by way of an acquisition in Parent Company, an equity or other ownership interest in the Mine Owner that at all times: was formerly held by a Seller PMPA Entity, Parent Company and Seller shall cause: (i) the aggregate of the unconsolidated net assets such Future Owner to execute and deliver a limited recourse guarantee (excluding any intragroup loans) of the Guarantors (without double counting limited by its direct and excluding any indirect equity interests in any Subsidiaries which are Guarantorsthe Seller PMPA Entities) exceeds 80 per cent. in favour of Purchaser, in form and substance satisfactory to Purchaser, acting reasonably, guaranteeing the consolidated net assets payment and performance when due, of the Groupall PMPA Obligations; and (ii) such Future Owner to enter into, as security for its obligations under such guarantee, a share pledge and such other security with respect to Additional Collateral, if applicable (the aggregate “Future Owner Security Agreements”) in form and substance satisfactory to the Purchaser, acting reasonably, granting a security interest, subject only to Permitted Encumbrances or Encumbrances on the Ringfenced Collateral created pursuant to Section 6.8, in (1) all of the unconsolidated revenues shares held by such Future Owner in any Mine Owner or EBITDA any other person which has a direct or indirect interest in and to any Mine Owner and (2) any Additional Collateral owned or held by Future Owner (the “Future Owner Collateral”); and (iii) such Future Owner to make all such registrations, filings and recordings in all relevant jurisdictions and do all such other acts and things as may be necessary or advisable, to create, perfect or preserve the charges and security interests, subject only to Permitted Encumbrances or Encumbrances on the Ringfenced Collateral created pursuant to Section 6.8, in, to and over the Future Owner Collateral within ten (10) Business Days of executing and delivering the Guarantors Future Owner Security Agreements. (without double counting g) Parent Company and excluding Seller shall cause each Seller Group Entity to whom any dividends Intercompany Indebtedness is owed by a Seller PMPA Entity at any time during the Term, to execute and deliver a written assignment, postponement and subordination of claims (or other distributions from Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated revenues or EBITDA of the Groupequivalent security instrument under any Applicable Law), in each case calculated favour of and in form and substance satisfactory to Purchaser, acting reasonably, that assigns, by reference way of a security interest and subject only to Permitted Encumbrances or Encumbrances on the Ringfenced Collateral created pursuant to Section 6.8, all such Intercompany Indebtedness to Purchaser and subordinates and postpones the enforcement of any such Intercompany Indebtedness and the realization of any charges or security interests to secure such claims to the then most recent annual Security and, from and quarterly unaudited unconsolidated financial statements after a Trigger Event, and until such Trigger Event is remedied, subordinates and postpones the payment of each Guarantor and all such Intercompany Indebtedness to the then most recent annual and quarterly audited consolidated financial statements payment in full of all PMPA Obligations (with the Groupexception of any payments to the Parent Company or any of its Affiliates required to meet obligations under the Credit Agreement or any other Secured Indebtedness permitted under this Agreement in accordance with any applicable inter-creditor agreement) (in any such case, a “Subordination Agreement”).

Guarantees and Security. (a1) The Company shall:As a general and continuing collateral security for the due payment of all present and future indebtedness and liability of the Borrowers to the Agent and the Lender Parties under this Agreement and under the other Credit Documents, there shall be provided (and SGC agrees to provide or cause to be provided) to the Agent for the rateable benefit of the Lender Parties, in addition to the Existing Security Documents, the Security described in Part II of Schedule 8 and all other Security as and when required hereunder, which shall be in form and substance and accompanied by opinions of counsel to each Borrower, each Guarantor and any other relevant Person, in each case satisfactory to the Agent. (2) If at any time requested by Majority Lenders, SGC shall cause to be provided to the Agent for the rateable benefit of the Lender Parties a guarantee by any one or more of the Designated International Subsidiaries, in form and substance satisfactory to the Majority Lenders, acting reasonably, of all of the obligations of each Borrower to the Lender Parties owing under this Agreement and the other Credit Documents to which such Borrower is a party, as the case may be, together with opinions of counsel to the Borrowers and such Designated International Subsidiary in respect thereof as requested by the Agent, acting reasonably, and in form and substance satisfactory to the Majority Lenders, acting reasonably. (3) If at any time requested by Majority Lenders, SGC shall cause to be provided to the Agent for the rateable benefit of the Lender Parties a first priority perfected security interest (subject to Permitted Liens) over all of the Assets of the Designated International Subsidiaries, or any one or more of them (subject to the exceptions specified in the Undertaking and Waiver Agreement and such other exceptions agreed to in writing by the Lenders), together with opinions of counsel to the Borrowers and such Designated International Subsidiary in respect thereof as requested by the Agent, acting reasonably, and in form and substance satisfactory to the Majority Lenders, acting reasonably. (4) SGC shall use commercially reasonable efforts to cause to be provided to the Agent for the rateable benefit of the Lender Parties, in each case at the request of the Majority Lenders and to the extent permitted by applicable Law (i) within 30 days a guarantee by each Excluded Subsidiary, in form and substance satisfactory to the Agent, acting reasonably, of a member all of the Group becoming obligations of each Borrower to the Lender Parties owing under this Agreement and the other Credit Documents to which such Borrower is a Material party, and (ii) a first priority perfected security interest (subject to Permitted Liens) over all of the Assets of such Excluded Subsidiary, ensure that the relevant member together with opinions of the Group becomes an Additional Guarantor in accordance with Clause 28 (Changes counsel to the Obligors)Borrowers and such Excluded Subsidiary in respect thereof as requested by the Agent, acting reasonably, in form and substance satisfactory to the Agent, acting reasonably. (b5) The Company need only perform its obligations under paragraph (a) above if it is not unlawful for SGC shall cause Xantic to execute and deliver the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit Xantic Collateral Covenant Agreement on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liabilityAcquisition Date. (c6) Each Obligor shall (and the Company shall ensure that each other member of the Group will), SGC will from time to time at its own expenseexpense duly authorize, promptly execute and deliver, and cause each Guarantor to duly authorize, execute and deliver, to the Agent such further instruments and documents and take all such further action as the Agent or the Security Agent may require: (i) reasonably request for the purpose of perfecting obtaining or protecting preserving the full benefits granted or intended to be granted to the Agent and the Lender Parties by the Security Documents and of the rights and remedies therein granted to the Agent, including without limitation, the filing of financing statements or other documents under any applicable Law with respect to the Liens created thereby. Unless prohibited by applicable Law, SGC authorizes the Agent to file any such financing statement or similar documents without the signature of SGC or any of its Subsidiaries, or to execute such financing statement as attorney for SGC or any of its Subsidiaries in the event that SGC or any of its Subsidiaries fails to do so promptly upon request by the Agent. Each Borrower acknowledges that the Security Documents have been prepared on the basis of applicable Law in effect on the date hereof, and that changes to applicable Law may require the execution and delivery of different forms of documentation, and accordingly the Agent shall have the right to require that the Security Documents be amended, supplemented or replaced (and SGC shall duly authorize, execute and deliver, and cause each Guarantor to duly authorize, execute and deliver, to the Agent on request any such amendment, supplement or replacement with respect to any of the Finance Parties’ rights underSecurity Documents to which any Borrower or any Guarantor is a party): (i) to reflect any change in applicable Law, and preserving the Security intended to be created whether arising as a result of statutory amendments, court decisions or evidenced by, any of the Finance Documentsotherwise; and or (ii) for to facilitate the purpose creation and registration of facilitating the realisation appropriate forms of any of that Security, including the execution of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction and the making of any registration which the Agent or the Security Agent may reasonably requiresecurity in all applicable jurisdictions. (d) The Company shall ensure that at all times: (i) the aggregate of the unconsolidated net assets (excluding any intragroup loans) of the Guarantors (without double counting and excluding any interests in any Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated net assets of the Group; and (ii) the aggregate of the unconsolidated revenues or EBITDA of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated revenues or EBITDA of the Group, in each case calculated by reference to the then most recent annual and quarterly unaudited unconsolidated financial statements of each Guarantor and the then most recent annual and quarterly audited consolidated financial statements of the Group.