Common use of Additional Security; Further Assurances Clause in Contracts

Additional Security; Further Assurances. (a) The US Borrower will, promptly after (i) the creation or acquisition of any Domestic Subsidiary, notify the Administrative Agent thereof and cause such Domestic Subsidiary to duly authorize, execute and deliver counterparts of the US Collateral and Guaranty Agreement, (ii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary, notify the Administrative Agent thereof and cause such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the Foreign Guaranty, (iii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary organized under the laws of Canada (or any province or territory thereof) or of England and Wales in the United Kingdom, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the applicable Security Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute and deliver on the Effective Date if same were a Credit Party on such date and (iv) any Wholly-Owned Foreign Subsidiary (other than a Foreign Subsidiary described in clause (iii) above) created or acquired after the Effective Date has or at any time acquires assets with a fair market value (as determined in good faith by the US Borrower) that equals or exceeds $50,000,000, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of security agreements, pledge agreements and other security documentation that the Collateral Agent may request, in the case of each of clauses (i), (ii), (iii) and (iv) above, together with each of the other relevant certificates, opinions of counsel and other documentation that such Subsidiary would have been required to deliver pursuant to Sections 3.03, 3.04, 3.09, 3.10, 3.11, 3.12 and 3.13, as applicable, on the Effective Date and together with such other certificates, opinions of counsel and other documentation as the Collateral Agent may reasonably request (although no Wholly-Owned Foreign Subsidiary shall be required to enter into any Guaranty or Security Document pursuant to this Section 6.11 to the extent that the entering into of any such Guaranty or Security Document by such Wholly-Owned Foreign Subsidiary would not be permitted under applicable law or to the extent that the Collateral Agent determines that the detriment (including as a result of the cost) to any Borrower of such Wholly-Owned Foreign Subsidiary’s entering into such Guaranty or Security Document, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties. (b) Subject to clause (a) of this Section 6.11, Holdings will, and will cause each of the other Credit Parties to, (i) grant to the Collateral Agent security interests and mortgages in such assets and properties of Holdings and such Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders, and (ii) subject to the last sentence of this Section 6.11(b), grant a mortgage in any Real Property located in the United States and grant a fixed charge over any Real Property located in Canada or the United Kingdom, the fair market value of which (as determined in good faith by senior management of the US Borrower) is greater than, if such Real Property is located in (A) the United States, $5,000,000 or (B) Canada or the United Kingdom, $20,000,000, unless the Collateral Agent determines that the detriment (including as a result of the cost) to the Borrowers of entering into such mortgage or fixed charge, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties (all such security and guaranty documentation referred to in clauses (a) and (b) of this Section 6.11 are collectively referred to as the “Additional Security and Guaranty Documents”), in each case (in the case of a Wholly-Owned Foreign Subsidiary) to the extent that the entering into of such Additional Security and Guaranty Documents by such Wholly-Owned Foreign Subsidiaries is permitted under applicable law. All such Additional Security and Guaranty Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and, in the case of security documentation, shall constitute valid and enforceable perfected security interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security and Guaranty Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to give the Administrative Agent and/or the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby and all Taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 6.11(b) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a mortgage in or fixed charge over, as applicable) any Real Property the fair market value of which (as determined in good faith by senior management of the US Borrower) is less than, if such Real Property is located in (A) the United States, $5,000,000 or (B) Canada or the United Kingdom, $20,000,000. (c) Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of Holdings and each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.11 has been complied with. (d) Holdings and each Borrower agree that each action required above by this Section 6.11 shall be completed as soon as possible, but in no event later than (x) in the case of clauses (a)(i) and (ii) of this Section, 10 Business Days, or (y) in the case of other clauses in this Section, 90 days (or, in each case, such later date as may be acceptable to the Administrative Agent) after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Lenders or required to be taken by Holdings and its Subsidiaries pursuant to the terms of this Section 6.11; provided that in no event will Holdings or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.11.

Additional Security; Further Assurances. (a) The US Borrower will, promptly after (i) the creation or acquisition of any Domestic Subsidiary, notify the Administrative Agent thereof and cause such Domestic Subsidiary to duly authorize, execute and deliver counterparts of the US Collateral and Guaranty Agreement, (ii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary, notify the Administrative Agent thereof 113 and cause such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the Foreign Guaranty, (iii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary organized under the laws of Canada (or any province or territory thereof) or of England and Wales in the United Kingdom, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the applicable Security Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute and deliver on the Effective Initial Borrowing Date if same were a Credit Party on such date and (iv) any Wholly-Owned Foreign Subsidiary (other than a Foreign Subsidiary described in clause (iii) above) created or acquired after the Effective Initial Borrowing Date has or at any time acquires assets with a fair market value (as determined in good faith by the US Borrower) that equals or exceeds $50,000,00010,000,000, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of security agreements, pledge agreements and other security documentation that the Collateral Agent may request, in the case of each of clauses (i), (ii), (iii) and (iv) above, together with each of the other relevant certificates, opinions of counsel and other documentation that such Subsidiary would have been required to deliver pursuant to Sections 3.03, 3.04, 3.09, 3.10, 3.11, 3.12 and 3.13, as applicable, on the Effective Initial Borrowing Date and together with such other certificates, opinions of counsel and other documentation as the Collateral Agent may reasonably request (although no Wholly-Owned Foreign Subsidiary shall be required to enter into any Guaranty or Security Document pursuant to this Section 6.11 to the extent that the entering into of any such Guaranty or Security Document by such Wholly-Owned Foreign Subsidiary would not be permitted under applicable law or to the extent that the Collateral Agent determines that the detriment (including as a result of the cost) to any Borrower of such Wholly-Owned Foreign Subsidiary’s entering into such Guaranty or Security Document, as applicable, would be excessive in view of the related benefits to be received by the Secured Partieslaw). (b) Subject to Section 6.12 and clause (a) of this Section 6.11, Holdings will, and will cause each of the other Credit Parties to, (i) grant to the Collateral Agent security interests and mortgages in such assets and properties of Holdings and such Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders, (ii) within 10 days following the Initial Borrowing Date, grant to the Collateral Agent a leasehold mortgage in the leasehold rights of the US Borrower in respect of the mine located at Xxxx Xxxxxxx, Louisiana, and (iiiii) subject to the last sentence of this Section 6.11(b), grant a mortgage in any Real Property located in the United States and grant a fixed charge over any Real Property located in Canada or the United Kingdom, in each case the fair market value of which (as determined in good faith by senior management of the US Borrower) is greater than, if such Real Property is located in (A) the United States, GREATER than $5,000,000 or (B) Canada or the United Kingdom, $20,000,0005,000,000, unless the Collateral Agent determines that the detriment (including as a result of the cost) to the Borrowers of entering into such mortgage or fixed charge, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties (all such security and guaranty documentation referred to in clauses (a) and (b) of this Section 6.11 are collectively referred to as the “Additional Security and Guaranty Documents”"ADDITIONAL SECURITY AND GUARANTY DOCUMENTS"), in each case (in the case of a Wholly-Owned Foreign Subsidiary) to the extent that the entering into of such Additional Security and Guaranty Documents by such Wholly-Owned Foreign Subsidiaries is permitted under applicable law. All such Additional Security and Guaranty Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and, in the case of security documentation, shall constitute valid and enforceable perfected security interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security and Guaranty Documents or instruments related thereto shall have been duly recorded or filed in such 114 manner and in such places as are required by law to give the Administrative Agent and/or the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby and all Taxestaxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 6.11(b) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a mortgage in or fixed charge over, as applicable) any Real Property the fair market value of which (as determined in good faith by senior management of the US Borrower) is less than, if such Real Property is located in (A) the United States, LESS than $5,000,000 or (B) Canada or the United Kingdom, $20,000,0005,000,000. (c) Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of Holdings and each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.11 has been complied with. (d) Holdings and each Borrower agree agrees that each action required above by this Section 6.11 shall be completed as soon as possible, but in no event later than (x) in the case of clauses (a)(i) and (ii) of this Section, 10 Business Days, or (y) in the case of other clauses in this Section, 90 days (or, in each case, or such later date as may be acceptable to the Administrative Agent) after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Lenders or required to be taken by Holdings and its Subsidiaries pursuant to the terms of this Section 6.11; provided PROVIDED that in no event will Holdings or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.11.

Additional Security; Further Assurances. (a) The US ---------------------------------------- Borrower will, promptly after (i) the creation or acquisition of any Domestic Subsidiary, notify the Administrative Agent thereof and cause such Domestic Subsidiary to duly authorize, execute and deliver counterparts of the US Collateral and Guaranty Agreement, (ii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary, notify the Administrative Agent thereof and cause such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the Foreign Guaranty, (iii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary organized under the laws of Canada (or any province or territory thereof) or of England and or Wales in the United Kingdom, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the applicable Security Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute and deliver on the Effective Initial Borrowing Date if same were a Credit Party on such date and (iv) any Wholly-Owned Foreign Subsidiary (other than a Foreign Subsidiary described in clause (iii) above) created or acquired after the Effective Initial Borrowing Date has or at any time acquires assets with a fair market value (as determined in good faith by the US Borrower) that equals or exceeds $50,000,00010,000,000, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of security agreements, pledge agreements and other security documentation that the Collateral Agent may request, in the case of each of clauses (i), (ii), (iii) and (iv) above, together with each of the other relevant certificates, opinions of counsel and other documentation that such Subsidiary would have been required to deliver pursuant to Sections 3.03, 3.04, 3.09, 3.10, 3.11, 3.12 and 3.13, as applicable, on the Effective Initial Borrowing Date and together with such 117 other certificates, opinions of counsel and other documentation as the Collateral Agent may reasonably request (although no Wholly-Owned Foreign Subsidiary shall be required to enter into any Guaranty or Security Document pursuant to this Section 6.11 to the extent that the entering into of any such Guaranty or Security Document by such Wholly-Owned Foreign Subsidiary would not be permitted under applicable law or to the extent that the Collateral Agent determines that the detriment (including as a result of the cost) to any Borrower of such Wholly-Owned Foreign Subsidiary’s entering into such Guaranty or Security Document, as applicable, would be excessive in view of the related benefits to be received by the Secured Partieslaw). (b) Subject to clause (a) of this Section 6.11, Holdings will, and will cause each of the other Credit Parties to, (i) grant to the Collateral Agent security interests and mortgages in such assets and properties of Holdings and such Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders, and (ii) subject to the last sentence of this Section 6.11(b), grant a mortgage in any Real Property located in the United States and grant a fixed charge over any Real Property located in Canada or the United Kingdom, the fair market value of which (as determined in good faith by senior management of the US Borrower) is greater than, if such Real Property is located in (A) the United States, $5,000,000 or (B) Canada or the United Kingdom, $20,000,000, unless the Collateral Agent determines that the detriment (including as a result of the cost) to the Borrowers of entering into such mortgage or fixed charge, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties (all such security and guaranty documentation referred to in clauses (a) and (b) of this Section 6.11 are collectively referred to as the “Additional Security and Guaranty Documents”), in each case (in the case of a Wholly-Owned Foreign Subsidiary) to the extent that the entering into of such Additional Security and Guaranty Documents by such Wholly-Owned Foreign Subsidiaries is permitted under applicable law. All such Additional Security and Guaranty Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and, in the case of security documentation, shall constitute valid and enforceable perfected security interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security and Guaranty Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to give the Administrative Agent and/or the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby and all Taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 6.11(b) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a mortgage in or fixed charge over, as applicable) any Real Property the fair market value of which (as determined in good faith by senior management of the US Borrower) is less than, if such Real Property is located in (A) the United States, $5,000,000 or (B) Canada or the United Kingdom, $20,000,000. (c) Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of Holdings and each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.11 has been complied with. (d) Holdings and each Borrower agree that each action required above by this Section 6.11 shall be completed as soon as possible, but in no event later than (x) in the case of clauses (a)(i) and (ii) of this Section, 10 Business Days, or (y) in the case of other clauses in this Section, 90 days (or, in each case, such later date as may be acceptable to the Administrative Agent) after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Lenders or required to be taken by Holdings and its Subsidiaries pursuant to the terms of this Section 6.11; provided that in no event will Holdings or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.11.

Additional Security; Further Assurances. (a) The US Borrower will, promptly Promptly after (i) the creation or acquisition of any new Wholly-Owned Domestic Subsidiary, notify the Administrative Agent thereof and cause such Domestic Subsidiary to duly authorize, execute and deliver counterparts of the US Collateral and Guaranty Agreement, (ii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary, notify the Administrative Agent thereof and cause such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the Foreign Guaranty, (iii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary organized under the laws of Canada (or any province or territory thereof) or of England and Wales in the United Kingdom, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the applicable Security Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute and deliver on the Effective Date if same were a Credit Party on such date and (iv) any Wholly-Owned Foreign Subsidiary (other than a incorporated under the laws of England or Wales in the United Kingdom, Belgium, Canada, Ireland and/or Spain which is not an Initial Foreign Subsidiary described in clause (iii) above) created or acquired after the Effective Date Credit Party and which has or at any time acquires assets with a fair market value (as determined in good faith by the US Borrower) that equals or exceeds in excess of $50,000,000250,000, the US Borrower will notify the Administrative Agent thereof and will cause each new Wholly-Owned Domestic Subsidiary and each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of security agreementsthe applicable Credit Documents that any such Wholly-Owned Subsidiary would have been required to duly authorize, pledge agreements execute and other security documentation that deliver on the Collateral Agent may requestEffective Date if same were a US Credit Party or a Foreign Credit Party on such date, in as the case of each of clauses (i), (ii), (iii) and (iv) abovemay be, together with each of the other relevant certificates, opinions of counsel and other documentation that such Wholly-Owned Subsidiary would have been required to deliver pursuant to Sections 3.035.03, 3.045.04, 3.095.08, 3.105.09, 3.115.10, 3.12 5.13 and 3.13, as applicable, 5.15 on the Effective Date and together with such other certificates, opinions of counsel and other documentation as the Collateral Agent may reasonably request (although no Wholly-Owned Foreign Subsidiary shall be required to enter into any Guaranty or Security Document pursuant to this Section 6.11 to the extent that the entering into of any such Guaranty or Security Document by such Wholly-Owned Foreign Subsidiary would not be permitted under applicable law or to the extent that the Collateral Agent determines that the detriment (including as a result of the cost) to any Borrower of such Wholly-Owned Foreign Subsidiary’s entering into such Guaranty or Security Document, as applicable, would be excessive in view of the related benefits to be received by the Secured PartiesDate. (b) Subject to clause (a) of this Section 6.118.11, Holdings the US Borrower will, and will cause each of the other Credit Parties its Wholly-Owned Subsidiaries to, (i) grant to the Collateral Agent security interests and mortgages in such assets and properties of Holdings the US Borrower and such Credit Parties Wholly-Owned Subsidiaries as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders, and (ii) subject to the last sentence of this Section 6.11(b), grant a mortgage in any Real Property located in the United States case of any such Wholly-Owned Subsidiary, execute and grant deliver a fixed charge over any Real Property located in Canada or the United Kingdom, the fair market value of which (as determined in good faith by senior management counterpart of the US Borrower) is greater thanSubsidiaries Guaranty and/or the Foreign Subsidiaries Guaranty, as appropriate (or one or more other guaranties in substantially similar form, if such Real Property is located in (Anecessary) the United States, $5,000,000 or (B) Canada or the United Kingdom, $20,000,000, unless the Collateral Agent determines that the detriment (including as a result of the cost) to the Borrowers of entering into such mortgage or fixed charge, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties (all such security and guaranty documentation referred to in clauses (a) and (b) of this Section 6.11 are collectively referred to as the “"Additional Security and Guaranty Documents”"), in each case (in the case of a Wholly-Owned Foreign Subsidiary) to the extent that the entering into of such Additional Security and Guaranty Credit Documents by such Wholly-Owned Foreign Subsidiaries is permitted under applicable law. All such Additional Security and Guaranty Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and, in the case of security documentation, shall constitute valid and enforceable perfected security interests, hypothecations and mortgages interests superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security and Guaranty Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to give the Administrative Agent and/or the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby and all Taxestaxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 6.11(b) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a mortgage in or fixed charge over, as applicable) any Real Property the fair market value of which (as determined in good faith by senior management of the US Borrower) is less than, if such Real Property is located in (A) the United States, $5,000,000 or (B) Canada or the United Kingdom, $20,000,000. (c) Holdings The US Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of Holdings and the Borrowersrespective Credit Party or Credit Parties, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports landlord waivers and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of Holdings and each the US Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel, title insurance counsel and other related documents as may be reasonably requested by the Collateral Administrative Agent to assure itself that this Section 6.11 8.12 has been complied with. (d) Holdings and each The US Borrower agree agrees that each action required above by this Section 6.11 8.12 shall be completed as soon as possible, but in no event later than 60 days (x) or 90 days in the case of clauses (a)(i) and (ii) of this Sectiona Wholly-Owned Foreign Subsidiary incorporated in a jurisdiction other than England, 10 Business Days, Wales or (y) in the case of other clauses in this Section, 90 days (or, in each case, such later date as may be acceptable to the Administrative AgentCanada) after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Lenders or required to be taken by Holdings and the US Borrower and/or its Subsidiaries pursuant to the terms of this Section 6.118.12; provided that that, (i) in no event event, will Holdings the US Borrower or any of its Subsidiaries be required to take any action, other than using its commercially reasonable best efforts, to obtain consents from third parties or approvals from governmental officials with respect to its compliance with this Section 6.118.12, and (ii) to the extent that the US Borrower is diligently taking all such actions to comply with this Section 8.12 with respect to any Wholly-Owned Foreign Subsidiary incorporated in a jurisdiction other than England, Wales or Canada, the 90-day period referred to above in this Section 8.12(d) may be extended to 150 days with the consent of the Administrative Agent.

Additional Security; Further Assurances. (a) The US ---------------------------------------- Borrower will, promptly after (i) the creation or acquisition of any Domestic Subsidiary, notify the Administrative Agent thereof and cause such Domestic Subsidiary to duly authorize, execute and deliver counterparts of the US Collateral and Guaranty Agreement, (ii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary, notify the Administrative Agent thereof 113 and cause such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the Foreign Guaranty, (iii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary organized under the laws of Canada (or any province or territory thereof) or of England and Wales in the United Kingdom, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the applicable Security Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute and deliver on the Effective Initial Borrowing Date if same were a Credit Party on such date and (iv) any Wholly-Owned Foreign Subsidiary (other than a Foreign Subsidiary described in clause (iii) above) created or acquired after the Effective Initial Borrowing Date has or at any time acquires assets with a fair market value (as determined in good faith by the US Borrower) that equals or exceeds $50,000,00010,000,000, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of security agreements, pledge agreements and other security documentation that the Collateral Agent may request, in the case of each of clauses (i), (ii), (iii) and (iv) above, together with each of the other relevant certificates, opinions of counsel and other documentation that such Subsidiary would have been required to deliver pursuant to Sections 3.03, 3.04, 3.09, 3.10, 3.11, 3.12 and 3.13, as applicable, on the Effective Initial Borrowing Date and together with such other certificates, opinions of counsel and other documentation as the Collateral Agent may reasonably request (although no Wholly-Owned Foreign Subsidiary shall be required to enter into any Guaranty or Security Document pursuant to this Section 6.11 to the extent that the entering into of any such Guaranty or Security Document by such Wholly-Owned Foreign Subsidiary would not be permitted under applicable law or to the extent that the Collateral Agent determines that the detriment (including as a result of the cost) to any Borrower of such Wholly-Owned Foreign Subsidiary’s entering into such Guaranty or Security Document, as applicable, would be excessive in view of the related benefits to be received by the Secured Partieslaw). (b) Subject to Section 6.12 and clause (a) of this Section 6.11, Holdings will, and will cause each of the other Credit Parties to, (i) grant to the Collateral Agent security interests and mortgages in such assets and properties of Holdings and such Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders, (ii) within 10 days following the Initial Borrowing Date, grant to the Collateral Agent a leasehold mortgage in the leasehold rights of the US Borrower in respect of the mine located at Cote Blanche, Louisiana, and (iiiii) subject to the last sentence of this Section 6.11(bthxx Xxxxxxx 0.11(b), grant a mortgage in any Real Property located in the United States and grant a fixed charge over any Real Property located in Canada or the United Kingdom, in each case the fair market value of which (as determined in good faith by senior management of the US Borrower) is greater than, if such Real Property is located in (A) the United States, ------- than $5,000,000 or (B) Canada or the United Kingdom, $20,000,0005,000,000, unless the Collateral Agent determines that the detriment (including as a result of the cost) to the Borrowers of entering into such mortgage or fixed charge, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties (all such security and guaranty documentation referred to in clauses (a) and (b) of this Section 6.11 are collectively referred to as the “"Additional ---------- Security and Guaranty Documents”"), in each case (in the case of a Wholly-Owned ------------------------------- Foreign Subsidiary) to the extent that the entering into of such Additional Security and Guaranty Documents by such Wholly-Owned Foreign Subsidiaries is permitted under applicable law. All such Additional Security and Guaranty Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and, in the case of security documentation, shall constitute valid and enforceable perfected security interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security and Guaranty Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to give the Administrative Agent and/or the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby and all Taxestaxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 6.11(b) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a mortgage in or fixed charge over, as applicable) any Real Property the fair market value of which (as determined in good faith by senior management of the US Borrower) is less than, if such Real Property is located in (A) the United States, than $5,000,000 or (B) Canada or the United Kingdom, $20,000,000.5,000,000. ---- (c) Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of Holdings and each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.11 has been complied with. (d) Holdings and each Borrower agree agrees that each action required above by this Section 6.11 shall be completed as soon as possible, but in no event later than (x) in the case of clauses (a)(i) and (ii) of this Section, 10 Business Days, or (y) in the case of other clauses in this Section, 90 days (or, in each case, or such later date as may be acceptable to the Administrative Agent) after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Lenders or required to be taken by Holdings and its Subsidiaries pursuant to the terms of this Section 6.11; provided that in no event will Holdings or any of its Subsidiaries -------- be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.11.

Additional Security; Further Assurances. (a) The US Borrower will, promptly after (i) the creation or acquisition of any Domestic Subsidiary, notify the Administrative Agent thereof and cause such Domestic Subsidiary to duly authorize, execute and deliver counterparts of the US Collateral and Guaranty Agreement, (ii) the creation creation, acquisition or acquisition exit from liquidation proceedings of any Wholly-Owned Foreign Subsidiary, notify the Administrative Agent thereof and cause such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the Foreign Guaranty, (iii) the creation or acquisition or exit from liquidation proceedings of any Wholly-Owned Foreign Subsidiary organized under the laws of Luxembourg, the laws of Canada (or any province or territory thereof) or of England and Wales in the United Kingdom, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the applicable Security Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute and deliver on the Restatement Effective Date if same were a Credit Party on such date and (iv) any Wholly-Owned Foreign Subsidiary (other than a Foreign Subsidiary described in clause (iii) above) created or acquired after the Restatement Effective Date has or at any time acquires assets with a fair market value (as determined in good faith by the US Borrower) that equals or exceeds $50,000,000, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of security agreements, pledge agreements and other security documentation that the Collateral Agent may request, in the case of each of clauses (i), (ii), (iii) and (iv) above, together with each of the other relevant certificates, opinions of counsel (provided that if, and only for so long as, the consolidated total assets of any such Subsidiary (other than a US Chain Entity or a Foreign Chain Entity) do not exceed $1,000,000, no such opinions shall be required with respect to such Subsidiary), certificates and other documentation that such Subsidiary would have been required to deliver pursuant to Sections 3.03, 3.04, 3.09, 3.10, 3.11, 3.12 and 3.13, as applicable, on the Restatement Effective Date and together with such other certificates, opinions of counsel (provided that if, and only for so long as, the consolidated total assets of any such Subsidiary (other than a US Chain Entity or a Foreign Chain Entity) do not exceed $1,000,000, no such opinions shall be required with respect to such Subsidiary), certificates and other documentation as the Collateral Agent may reasonably request (although no Wholly-Owned Foreign Subsidiary shall be required to enter into any Guaranty or Security Document pursuant to this Section 6.11 to the extent that the entering into of any such Guaranty or Security Document by such Wholly-Owned Foreign Subsidiary would not be permitted under applicable law or to the extent that the Collateral Agent determines that the detriment (including as a result of the cost) to any Borrower of such Wholly-Owned Foreign Subsidiary’s entering into such Guaranty or Security Document, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties), provided that no Special Purpose Securitization Subsidiary shall be subject to the requirements of this Section 6.11(a); and provided further that any Domestic Subsidiary or Wholly-Owned Foreign Subsidiary shall not be subject to the requirements described in the foregoing clauses (i), (ii) and (iii) if the fair market value (as determined in good faith by the US Borrower) of the consolidated total assets held or acquired at any time by such Subsidiary does not equal or exceed $400,000 and, when aggregated with the fair market value (as determined in good faith by the US Borrower) of the consolidated total assets held or acquired at any time by all other Subsidiaries excluded by this proviso, $2,000,000. (b) Subject to clause (a) of this Section 6.11, Holdings the US Borrower will, and will cause each of the other Credit Parties to, (i) grant to the Collateral Agent security interests and mortgages in such assets and properties of Holdings the US Borrower and such Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders, and (ii) subject to the last sentence of this Section 6.11(b), grant a mortgage in any Real Property located in the United States and grant a fixed charge over any Real Property located in Canada or the United Kingdom, the fair market value of which (as determined in good faith by senior management of the US Borrower) is greater than, if such Real Property is located in (A) the United States, $5,000,000 25,000,000 or (B) Canada or the United Kingdom, $20,000,00025,000,000, unless the Collateral Agent determines that the detriment (including as a result of the cost) to the Borrowers of entering into such mortgage or fixed charge, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties (all such security and guaranty documentation referred to in clauses (a) and (b) of this Section 6.11 are collectively referred to as the “Additional Security and Guaranty Documents”), in each case (in the case of a Wholly-Owned Foreign Subsidiary) to the extent that the entering into of such Additional Security and Guaranty Documents by such Wholly-Owned Foreign Subsidiaries is permitted under applicable law. All such Additional Security and Guaranty Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and, in the case of security documentation, shall constitute valid and enforceable perfected security interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security and Guaranty Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to give the Administrative Agent and/or the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby and all Taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 6.11(b) shall not apply to (and Holdings the US Borrower and its Subsidiaries shall not be required to grant a mortgage in or fixed charge over, as applicable) any Real Property the fair market value of which (as determined in good faith by senior management of the US Borrower) is less than, if such Real Property is located in (A) the United States, than $5,000,000 or (B) Canada or the United Kingdom, $20,000,00025,000,000. (c) Holdings The US Borrower will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of Holdings and each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.11 has been complied with. (d) Holdings and Subject to clause (e) of this Section, each Borrower agree that each action required above by this Section 6.11 shall be completed as soon as possible, but in no event later than (x) in the case of clauses (a)(i) and (ii) of this Section, 10 Business Days, or (y) in the case of other clauses in this Section, 90 days (or, in each case, such later date as may be acceptable to the Administrative Agent) after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Lenders or required to be taken by Holdings the US Borrower and its Subsidiaries pursuant to the terms of this Section 6.11; provided that in no event will Holdings the US Borrower or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.11. (e) In furtherance of the foregoing provisions of this Section 6.11, but without limiting the obligations of the US Borrower and the Subsidiaries hereunder, the US Borrower agrees that, not later than the date of consummation of the Company Reorganization, (i) NASC shall have executed and delivered supplements to the US Collateral and Guaranty Agreement or, if requested by the Administrative Agent, a pledge agreement governed by Luxembourg law, pursuant to which it pledges the outstanding Equity Interests of Compass International Holdings to secure the Obligations (provided that not more than 65% of any class of voting stock or any PECs in each case issued by Compass International Holdings will be required to be pledged thereunder), (ii) each of Compass International Holdings, Salt Europe Holdings, CMIC, NSULC1, Newco, and Salt Canada Holdings shall have complied with the provisions of clauses (a)(ii), (iii) and (iv) of this Section (without regard to the dollar limitations set forth in clause (a)), including with respect to any Equity Interests in Subsidiaries acquired in connection with the Company Reorganization, (iii) NASC shall have pledged 100% of the Equity Interests of GSL Holdings Europe pursuant to the US Collateral and Guaranty Agreement or, if requested by the Administrative Agent, a pledge agreement governed by Luxembourg law, and (iv) each of GSL Holdings Europe and GSL Holdings Canada shall have executed and delivered the US Collateral and Guaranty Agreement or such other foreign law governed guarantee, security and pledge agreements as the Administrative Agent may reasonably request, pursuant to which it shall have Guaranteed the Obligations and pledged substantially all its assets, including 100% of the Equity Interests of its Subsidiaries owned by it, to secure the Obligations.

Additional Security; Further Assurances. (a) The US Borrower will, promptly after (i) the creation or acquisition of any Domestic Subsidiary, notify the Administrative Agent thereof and cause such Domestic Subsidiary to duly authorize, execute and deliver counterparts of the US Collateral and Guaranty Agreement, (ii) the creation creation, acquisition or acquisition exit from liquidation proceedings of any Wholly-Owned Foreign Subsidiary, notify the Administrative Agent thereof and cause such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the Foreign Guaranty, (iii) the creation or acquisition or exit from liquidation proceedings of any Wholly-Owned Foreign Subsidiary organized under the laws of Luxembourg, the laws of Canada (or any province or territory thereof) or of England and Wales in the United Kingdom, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the applicable Security Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute and deliver on the 2010 Restatement Effective Date if same were a Credit Party on such date and (iv) any Wholly-Owned Foreign Subsidiary (other than a Foreign Subsidiary described in clause (iii) above) created or acquired after the 2010 Restatement Effective Date has or at any time acquires assets with a fair market value (as determined in good faith by the US Borrower) that equals or exceeds $50,000,000, notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of security agreements, pledge agreements and other security documentation that the Collateral Agent may request, in the case of each of clauses (i), (ii), (iii) and (iv) above, together with each of the other relevant certificates, opinions of counsel (provided that if, and only for so long as, the consolidated total assets of any such Subsidiary (other than a US Chain Entity or a Foreign Chain Entity) do not exceed $1,000,000, no such opinions shall be required with respect to such Subsidiary), certificates and other documentation that such Subsidiary would have been required to deliver pursuant to Sections 3.03, 3.04, 3.09, 3.10, 3.11, 3.12 and 3.13, as applicable, on the 2010 Restatement Effective Date and together with such other certificates, opinions of counsel (provided that if, and only for so long as, the consolidated total assets of any such Subsidiary (other than a US Chain Entity or a Foreign Chain Entity) do not exceed $1,000,000, no such opinions shall be required with respect to such Subsidiary), certificates and other documentation as the Collateral Agent may reasonably request (although no Wholly-Owned Foreign Subsidiary shall be required to enter into any Guaranty or Security Document pursuant to this Section 6.11 to the extent that the entering into of any such Guaranty or Security Document by such Wholly-Owned Foreign Subsidiary would not be permitted under applicable law or to the extent that the Collateral Agent and the US Borrower determines that the detriment (including as a result of the costcost or tax consequences) to any Borrower of such Wholly-Owned Foreign Subsidiary’s entering into such Guaranty or Security Document, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties), provided that no Special Purpose Securitization Subsidiary shall be subject to the requirements of this Section 6.11(a); and provided further that any Domestic Subsidiary or Wholly-Owned Foreign Subsidiary shall not be subject to the requirements described in the foregoing clauses (i), (ii) and (iii) if the fair market value (as determined in good faith by the US Borrower) of the consolidated total assets held or acquired at any time by such Subsidiary does not equal or exceed $2,500,000 and, when aggregated with the fair market value (as determined in good faith by the US Borrower) of the consolidated total assets held or acquired at any time by all other Subsidiaries excluded by this proviso, $7,500,000. (b) Subject to clause (a) of this Section 6.11, Holdings the US Borrower will, and will cause each of the other Credit Parties to, (i) grant to the Collateral Agent security interests and mortgages in such assets and properties of Holdings the US Borrower and such Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders, and (ii) subject to the last sentence of this Section 6.11(b), grant a mortgage in any Real Property located in the United States and grant a fixed charge over any Real Property located in Canada or the United Kingdom, the fair market value of which (as determined in good faith by senior management of the US Borrower) is greater than, if such Real Property is located in (A) the United States, $5,000,000 25,000,000 or (B) Canada or the United Kingdom, $20,000,00025,000,000, unless the Collateral Agent determines that the detriment (including as a result of the cost) to the Borrowers of entering into such mortgage or fixed charge, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties (all such security and guaranty documentation referred to in clauses (a) and (b) of this Section 6.11 are collectively referred to as the “Additional Security and Guaranty Documents”), in each case (in the case of a Wholly-Owned Foreign Subsidiary) to the extent that the entering into of such Additional Security and Guaranty Documents by such Wholly-Owned Foreign Subsidiaries is permitted under applicable law. All such Additional Security and Guaranty Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and, in the case of security documentation, shall constitute valid and enforceable perfected security interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security and Guaranty Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to give the Administrative Agent and/or the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby and all Taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 6.11(b) shall not apply to (and Holdings the US Borrower and its Subsidiaries shall not be required to grant a mortgage in or fixed charge over, as applicable) (i) any Real Property the fair market value of which (as determined in good faith by senior management of the US Borrower) is less thanthan $25,000,000 or (ii) any building, if such Real Property is structure or improvement located in (A) an area determined by the United StatesFederal Emergency Management Agency to have special flood hazards; provided that the Administrative Agent has determined that such building, $5,000,000 structure or (B) Canada or the United Kingdom, $20,000,000improvement has an immaterial fair market value. (c) Holdings The US Borrower will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of Holdings and each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.11 has been complied with. (d) Holdings and Subject to clause (e) of this Section, each Borrower agree that each action required above by this Section 6.11 shall be completed as soon as possible, but in no event later than (x) in the case of clauses (a)(i) and (ii) of this Section, 10 Business Days, or (y) in the case of other clauses in this Section, 90 days (or, in each case, such later date as may be acceptable to the Administrative Agent) after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Lenders or required to be taken by Holdings the US Borrower and its Subsidiaries pursuant to the terms of this Section 6.11; provided that in no event will Holdings the US Borrower or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.11. (e) Nothwithstanding anything else in this Agreement to the contrary, in furtherance of the foregoing provisions of this Section 6.11, but without limiting the obligations of the US Borrower and the Subsidiaries hereunder, the US Borrower agrees that, not later than five (5) business days following consummation of the Company Reorganization, (i) NASC shall have executed and delivered supplements to the US Collateral and Guaranty Agreement or, if requested by the Administrative Agent, a pledge agreement governed by Luxembourg law, pursuant to which it pledges the outstanding Equity Interests of Compass International Holdings to secure the Obligations (provided that not more than 65% of any class of voting stock or any PECs in each case issued by Compass International Holdings will be required to be pledged thereunder), (ii) each of Compass International Holdings, Salt Europe Holdings, CMIC, NSULC1, Newco, and Salt Canada Holdings shall have complied with the provisions of clauses (a)(ii), (iii) and (iv) of this Section (without regard to the dollar limitations set forth in clause (a)), including with respect to any Equity Interests in Subsidiaries acquired in connection with the Company Reorganization, (iii) NASC shall have pledged 100% of the Equity Interests of GSL Holdings Europe pursuant to the US Collateral and Guaranty Agreement or, if requested by the Administrative Agent, a pledge agreement governed by Luxembourg law, and (iv) each of GSL Holdings Europe and GSL Holdings Canada shall have executed and delivered the US Collateral and Guaranty Agreement or such other foreign law governed guarantee, security and pledge agreements as the Administrative Agent may reasonably request, pursuant to which it shall have Guaranteed the Obligations and pledged substantially all its assets, including 100% of the Equity Interests of its Subsidiaries owned by it, to secure the Obligations.

Additional Security; Further Assurances. (a) The US Borrower will, promptly Promptly after --------------------------------------- (i) the creation or acquisition of any new Domestic Subsidiary, notify the Administrative Agent thereof and cause such Domestic Subsidiary to duly authorize, execute and deliver counterparts of the US Collateral and Guaranty Agreement, (ii) the creation or acquisition of any Wholly-Owned Foreign SubsidiarySubsidiary incorporated under the laws of England or Wales in the United Kingdom, Belgium, The Netherlands, Germany and/or Spain, (iii) any Wholly-Owned Foreign Subsidiary created or acquired after the Initial Borrowing Date and which is incorporated under the laws of England or Wales in the United Kingdom, Belgium, The Netherlands, Germany and/or Spain has or at any time acquires assets with a fair market value (as determined in good faith by RPP USA) which, when added to the fair market value of the assets of all other newly created or acquired Wholly- Owned Foreign Subsidiaries in any jurisdiction referred to in this clause (iii) that has not taken the actions described in clause (C) below, equals or exceeds $5,000,000, or (iv) any other Wholly-Owned Foreign Subsidiary (whether now existing or hereafter created or acquired) has or at any time acquires assets with a fair market value (as determined in good faith by RPP USA) of $5,000,000 or more, RPP USA will notify the Administrative Agent thereof and will cause (A) in the case of preceding clause (i), each such new Domestic Subsidiary to duly authorize, execute and deliver counterparts of the applicable Credit Documents that any such Domestic Subsidiary would have been required to duly authorize, execute and deliver on the Initial Borrowing Date if same were a Credit Party on such date, (B) in the case of preceding clause (ii), each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the Foreign Subsidiaries Guaranty, (iiiC) the creation or acquisition of any Wholly-Owned Foreign Subsidiary organized under the laws of Canada (or any province or territory thereof) or of England and Wales in the United Kingdomcase of preceding clause (iii), notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of the applicable Security Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute and deliver on the Effective Initial Borrowing Date if same were a Credit Party on such date date, and (ivD) any Wholly-Owned Foreign Subsidiary (other than a Foreign Subsidiary described in the case of preceding clause (iii) above) created or acquired after the Effective Date has or at any time acquires assets with a fair market value (as determined in good faith by the US Borrower) that equals or exceeds $50,000,000iv), notify the Administrative Agent thereof and cause each such Wholly-Owned Foreign Subsidiary to duly authorize, execute and deliver counterparts of security agreementsthe applicable Credit Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, pledge agreements execute and other security documentation that deliver on the Collateral Agent may requestInitial Borrowing Date if same were Credit Party on such date, in the each case of each of clauses (i), (ii), (iii) and (iv) above, together with each of the other relevant certificates, opinions of counsel and other documentation that such Subsidiary would have been required to deliver pursuant to Sections 3.035.03, 3.045.04, 3.095.09, 3.105.10, 3.115.11, 3.12 5.12 and 3.13, as applicable, 5.14 on the Effective Initial Borrowing Date and together with such other certificates, opinions of counsel and other documentation as the Collateral Agent may reasonably request (although no such Wholly-Owned Foreign Subsidiary shall be required to enter into any Guaranty or Security Credit Document pursuant to this Section 6.11 8.11 to the extent that the entering into of any such Guaranty or Security Credit Document by such Wholly-Owned Foreign Subsidiary would not be permitted under applicable law or to the extent that the Collateral Agent determines that the detriment (including as a result of the cost) to any Borrower of such Wholly-Owned Foreign Subsidiary’s entering into such Guaranty or Security Document, as applicable, would be excessive in view of the related benefits to be received by the Secured Partieslaw). (b) Subject to Section 8.12 and clause (a) of this Section 6.118.11, Holdings will, and will cause each of the other Credit Parties to, (i) grant to the Collateral Agent security interests and mortgages in such assets and properties of Holdings and such Credit Parties as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders, and (ii) subject to the last sentence of this Section 6.11(b), grant a mortgage in any Real Property located in the United States case of any such Domestic Subsidiary or Wholly-Owned Foreign Subsidiary, execute and grant deliver a fixed charge over any Real Property located in Canada or the United Kingdom, the fair market value of which (as determined in good faith by senior management counterpart of the US Borrower) is greater thanSubsidiaries Guaranty and/or the Foreign Subsidiaries Guaranty, as appropriate (or one or more other guaranties in substantially similar form, if such Real Property is located in (Anecessary) the United States, $5,000,000 or (B) Canada or the United Kingdom, $20,000,000, unless the Collateral Agent determines that the detriment (including as a result of the cost) to the Borrowers of entering into such mortgage or fixed charge, as applicable, would be excessive in view of the related benefits to be received by the Secured Parties (all such security and guaranty documentation referred to in clauses (a) and (b) of this Section 6.11 are collectively referred to as the “"Additional Security and Guaranty Documents”"), in each case (in the case of a Wholly-Owned Foreign Subsidiary) to the extent that the entering into of such Additional Security and Guaranty Credit Documents by such Wholly-Owned Foreign Subsidiaries is permitted under applicable law. All such Additional Security and Guaranty Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and, in the case of security documentation, shall constitute valid and enforceable perfected security interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security and Guaranty Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to give the Administrative Agent and/or the Collateral Agent the Liens, rights, powers and privileges purported to be created thereby and all Taxestaxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 6.11(b8.11(b) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a mortgage in or fixed charge over, as applicablein) any Real Property the fair market value of which (as determined in good faith by senior management of the US BorrowerRPP USA) is less than, if such Real Property is located in (A) the United States, than $5,000,000 or (B) Canada or the United Kingdom, $20,000,0005,000,000. (c) Within 120 days after the date, if any, on which a Foreign Credit Party obtains "Building and Planting Rights" with respect to the Real Property designated on Part B of Schedule IV as a "Foreign Lease Subject to an Assignment For Security Purposes," the respective Foreign Credit Party shall have executed and delivered a first Mortgage and/or such other security documentation as foreign counsel to the Agents may suggest to create a valid and enforceable Lien on such "Building and Planting Rights" (and on any buildings, fixtures and improvements the subject of such "Building and Planting Rights") free and clear of all defects and encumbrances except Permitted Encumbrances related thereto, and each such Foreign Credit Party shall have taken all such other actions under the law of The Netherlands as shall have been reasonably requested by the Administrative Agent and are customary in connection with the granting of security interests in "Building and Planting Rights" in The Netherlands for financings of this type. All actions required pursuant to this clause (c) shall be taken to the reasonable satisfaction of the Collateral Agent. (d) Within 120 days following the Initial Borrowing Date (or such later date as may be acceptable to the Administrative Agent), RPP USA shall have delivered to the Administrative Agent an appraisal of each of the US Mortgaged Properties, each of which appraisals shall be in form and based on methodology reasonably satisfactory to the Administrative Agent and shall be prepared by an independent appraiser or appraisers selected by RPP USA and reasonably acceptable to the Administrative Agent. (e) On the earliest of (i) 180 days following the Initial Borrowing Date, (ii) 30 days following the delivery of the appraisals described in preceding clause (d) and (iii) 30 days following the Administrative Agent's request therefore, RPP USA shall have delivered to the Administrative Agent Mortgage Policies on the Mortgages for the US Mortgaged Properties issued by a title insurer reasonably satisfactory to the Collateral Agent and in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that each of the Mortgages on such US Mortgaged Properties is a valid and enforceable first priority mortgage lien on such US Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances, and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent in its discretion may reasonably request, shall not include an exception for mechanics' liens, and shall provide for affirmative insurance and such reinsurance as the Collateral Agent in its discretion may reasonably request. (f) Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of Holdings and each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.11 has been complied with. (d) Holdings and each Borrower agree that each action required above by this Section 6.11 shall be completed as soon as possible, but in no event later than (x) in the case of clauses (a)(i) and (ii) of this Section, 10 Business Days, or (y) in the case of other clauses in this Section, 90 days (or, in each case, such later date as may be acceptable to the Administrative Agent) after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Lenders or required to be taken by Holdings and its Subsidiaries pursuant to the terms of this Section 6.11; provided that in no event will Holdings or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 6.11.