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 109 (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.

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 109 (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).

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 109 (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. 122

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 109 (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. 121

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 109 (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).

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 109 (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).

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 109 (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).

Additional Security; Further Assurances. (a) The US Borrower will, promptly after Upon (i) the creation formation or acquisition of any Domestic Subsidiary, notify after 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 Closing Date of any Wholly-Owned Foreign Material Subsidiary (that is not an Excluded Subsidiary), notify (ii) any Wholly-Owned Material Subsidiary ceasing to be an Excluded Subsidiary or (iii) any Subsidiary becoming (or being designated as) a Wholly-Owned Material Subsidiary (that is not an Excluded Subsidiary), on or before the date that is sixty (60) days after the relevant event (or such longer period as the Administrative Agent thereof and may reasonably agree), the applicable Credit Parties agree, in the case of any such Wholly-Owned Material Subsidiary that either (A) is a Domestic Subsidiary or (B) directly or indirectly owns Equity Interests in any Borrower to (x) cause such Wholly-Owned Foreign Material Subsidiary to duly authorize, execute and deliver counterparts a Guaranty Supplement and thereby guaranty all Obligations and (y) upon the reasonable request of the Foreign GuarantyAdministrative Agent, (iii) the creation or acquisition of any Wholly-Owned Foreign Subsidiary organized under the laws of Canada 109 (or any province or territory thereof) or of England and Wales in the United Kingdom, notify deliver to the Administrative Agent thereof such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Subject to Section 6.16, the Parent Company shall, and shall cause each such Wholly-Owned Foreign Subsidiary to duly authorizeits Subsidiaries that are Credit Parties to, execute and deliver counterparts cause (i) 100% of the applicable Security Documents that any such Wholly-Owned Foreign Subsidiary would have been required to duly authorize, execute issued and deliver on the Effective Date if same were a outstanding Equity Interests of (A) each Credit Party on such date and (ivB) any Wholly-Owned Foreign each Domestic Subsidiary (other than a Foreign Subsidiary described in clause Holding Companies) directly owned by such Credit Party and (iiiii) above(x) created 65% (or acquired after the Effective Date has or at such greater percentage that could not reasonably be expected to cause any time acquires assets with a fair market value (material adverse tax consequences, as reasonably determined in good faith by the US Borrower) that equals or exceeds $50,000,000, notify Parent Company in consultation with 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), (iiiAgent) 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.issued and