Common use of Foreign Security Clause in Contracts

Foreign Security. If following a request by the Agent or otherwise following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower or, if so requested by the Agent, counsel for the Borrower reasonably acceptable to the Agent does not within thirty (30) Business Days after a request (an "Evidence Request") from the Agent deliver evidence, in form and substance mutually satisfactory to the Agent and the Borrower, with respect to any First Tier Foreign Subsidiary which has not already had all of its stock pledged pursuant to one of more of the Pledge Agreements, that (i) a pledge of more than 66-2/3% of the total combined voting power of all classes of capital stock or other equity interest of such First Tier Foreign Subsidiary entitled to vote, (ii) the entering into by such First Tier Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such First Tier Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case would be the sole cause for the undistributed earnings of such First Tier Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such First Tier Foreign Subsidiary's United States parent for Federal income tax purposes, then (A) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (i) above and to the extent not otherwise waived by the Agent, that portion of such First Tier Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to a Pledge Agreement shall be so pledged to the Agent for the benefit of the Agent, the Banks and certain Affiliates of the Banks, (B) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Agent, such First Tier Foreign Subsidiary shall execute and deliver a security agreement substantially in the form of the Security Agreement granting the Agent for the benefit of the Agent, the Banks and certain Affiliates of the Banks a security interest in all of such First Tier Foreign Subsidiary's machinery, equipment, inventory, general intangibles (including, without limitation, patents, trademarks, copyrights and other intellectual property rights) and accounts receivable, in each case securing the Notes, Hedging Liability and all other obligations of the Collateral Parties hereunder and under the other Loan Documents and (C) in the case of a failure to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Agent, such First Tier Foreign Subsidiary shall execute and deliver a Subsidiary Guaranty, guaranteeing the Notes, Hedging Liability and the other obligations of the Collateral Parties hereunder and under the other Loan Documents (x) promptly, but in any event within thirty (30) Business Days after each such Evidence Request and (y) to the extent that entering into such pledge, security agreement or guaranty (1) is permitted by the laws of the applicable foreign jurisdiction and (2) is not restricted by any contract or agreement to which such First Tier Foreign Subsidiary is a party (to the extent such restriction pre-dates this Agreement) and with all documents delivered pursuant hereto to be in form and substance reasonably satisfactory to the Agent.

Foreign Security. If following a request by the Agent or otherwise following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower or, if so requested by the Agent, counsel for the Borrower Company reasonably acceptable to the Administrative Agent does not within thirty (30) Business Days after a request (an "Evidence Request") from the Administrative Agent deliver evidence, in form and substance mutually satisfactory to the Administrative Agent and the BorrowerCompany, with respect to any First Tier Foreign Subsidiary which has not already had all of its stock pledged pursuant to one of more of the Pledge Agreements, that (i) a pledge of 66% or more than 66-2/3% of the total combined voting power of all classes of capital stock or other equity interest of such First Tier Foreign Subsidiary entitled to vote, (ii) the entering into by such First Tier Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such First Tier Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary GuarantyGuarantee Agreement, in any such case would be the sole cause for the undistributed earnings of such First Tier Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such First Tier Foreign Subsidiary's United States parent for Federal income tax purposes, then (A) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (i) above and to the extent not otherwise waived by the Administrative Agent, that portion of such First Tier Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to a the Pledge Agreement shall be so pledged to the Administrative Agent for the benefit of the Agentitself, the Banks and certain Affiliates of the Banks, (B) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Agent, such First Tier Foreign Subsidiary shall execute and deliver a security agreement substantially in the form of the Security Agreement granting the Agent for the benefit of the Agent, the Banks and certain Affiliates of the Banks a security interest in all of such First Tier Foreign Subsidiary's machineryand the Issuing Agents, equipment, inventory, general intangibles (including, without limitation, patents, trademarks, copyrights and other intellectual property rights) and accounts receivable, in each case securing the Notes, Hedging Liability and all other obligations of the Collateral Parties hereunder and under the other Loan Documents and (C) in the case of a failure to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Administrative Agent, such First Tier Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Administrative Agent for the benefit of itself, the Banks, certain Affiliates of the Banks and the Issuing Agents a security interest in all of such First Tier Foreign Subsidiary's personal property, in each case securing the Obligations and the Hedging Liability, and in the case of failure to deliver the evidence described in clause (iii) above and to the extent not otherwise waived by the Administrative Agent, such First Tier Foreign Subsidiary Guarantyshall execute and deliver the Subsidiary Guarantee Agreement (or another guaranty in substantially similar form, if needed), guaranteeing the Notes, Hedging Liability Obligations and the other obligations of the Collateral Parties hereunder and under the other Loan Documents Hedging Liability, in each case (xi) promptly, but in any event within thirty (30) Business Days after each such Evidence Request and (yii) to the extent that entering into such pledge, security agreement Security Agreement or guaranty Subsidiary Guarantee Agreement is (1A) is permitted by the laws of the applicable foreign jurisdiction jurisdiction, (B) in the case of GBC Nederland B.V., prior to the entering into such documentation the consultation procedure with the works council (ondernemingsraad) of such Subsidiary pursuant to section 25 of the Dutch Works Councils Act (Wet op de ondernemingsraden) has been completed and (2C) is not restricted by any contract or agreement to which such First Tier Foreign Subsidiary is a party (to the extent such restriction pre-dates this Agreement) and with all documents delivered pursuant hereto to this Section 7.4 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Security. If following a request by the Agent or otherwise following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower or, if so requested by the Agent, counsel for the Borrower Company reasonably acceptable to the Administrative Agent does not within thirty (30) Business Days after a request (an "Evidence Request") from the Administrative Agent deliver evidence, in form and substance mutually satisfactory to the Administrative Agent and the BorrowerCompany, with respect to any First Tier Foreign Subsidiary which has not already had all of its stock pledged pursuant to one of more of the Pledge Agreements, that (i) a pledge of 66% or more than 66-2/3% of the total combined voting power of all classes of capital stock or other equity interest of such First Tier Foreign Subsidiary entitled to vote, (ii) the entering into by such First Tier Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such First Tier Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary GuarantyGuarantee Agreement, in any such case would be the sole cause for the undistributed earnings of such First Tier Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such First Tier Foreign Subsidiary's United States parent for Federal income tax purposes, then (A) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (i) above and to the extent not otherwise waived by the Administrative Agent, that portion of such First Tier Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to a the Pledge Agreement shall be so pledged to the Administrative Agent for the benefit of the Agentitself, the Banks and certain Affiliates of the Banks, (B) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Agent, such First Tier Foreign Subsidiary shall execute and deliver a security agreement substantially in the form of the Security Agreement granting the Agent for the benefit of the Agent, the Banks and certain Affiliates of the Banks a security interest in all of such First Tier Foreign Subsidiary's machineryand the Issuing Agents, equipment, inventory, general intangibles (including, without limitation, patents, trademarks, copyrights and other intellectual property rights) and accounts receivable, in each case securing the Notes, Hedging Liability and all other obligations of the Collateral Parties hereunder and under the other Loan Documents and (C) in the case of a failure to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Administrative Agent, such First Tier Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Administrative Agent for the benefit of itself, the Banks, certain Affiliates of the Banks and the Issuing Agents a security interest in all of such First Tier Foreign Subsidiary's personal property, in each case securing the Obligations and the Hedging Liability, and in the case of failure to deliver the evidence described in clause (iii) above and to the extent not otherwise waived by the Administrative Agent, such First Tier Foreign Subsidiary Guarantyshall execute and deliver the Subsidiary Guarantee Agreement (or another guaranty in substantially similar form, if needed), guaranteeing the Notes, Hedging Liability Obligations and the other obligations of the Collateral Parties hereunder and under the other Loan Documents Hedging Liability, in each case (xi) promptly, but in any event within thirty (30) Business Days after each such Evidence Request and (yii) to the extent that entering into such pledge, security agreement Security Agreement or guaranty Subsidiary Guarantee Agreement is (1A) is permitted by the laws of the applicable foreign jurisdiction jurisdiction, (B) in the case of GBC Nederland B.V., prior to the entering into such documentation the consultation procedure with the works council (ondernemingsraad) of such Subsidiary pursuant to section 25 of the Dutch Works Councils Act (Wet op de ondernemingsraden) has been completed (such Subsidiary hereby agreeing to commence such procedure promptly after the date hereof by requesting its works council to render an advice with respect to this Agreement, such Security Agreement and such Subsidiary Guaranty Agreement and the transactions contemplated thereby) and (2C) is not restricted by any contract or agreement to which such First Tier Foreign Subsidiary is a party (to the extent such restriction pre-dates this Agreement) and with all documents delivered pursuant hereto to this Section 7.4 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Security. If following a request by the Agent or otherwise following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower or, if so requested by the Agent, counsel for the Borrower Company reasonably acceptable to the Administrative Agent does not within thirty (30) Business Days after a request (an "Evidence Request") from the Administrative Agent deliver evidence, in form and substance mutually satisfactory to the Administrative Agent and the BorrowerCompany, with respect to any First Tier Foreign Subsidiary which has not already had all of its stock pledged pursuant to one of more of the Pledge Agreements, that (i) a pledge of 66% or more than 66-2/3% of the total combined voting power of all classes of capital stock or other equity interest of such First Tier Foreign Subsidiary entitled to vote, (ii) the entering into by such First Tier Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such First Tier Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary GuarantyGuarantee Agreement, in any such case would be the sole cause for the undistributed earnings of such First Tier Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such First Tier Foreign Subsidiary's United States parent for Federal income tax purposes, then (A) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (i) above and to the extent not otherwise waived by the Administrative Agent, that portion of such First Tier Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to a the Pledge Agreement shall be so pledged to the Administrative Agent for the benefit of the Agentitself, the Banks and certain Affiliates of the Banks, (B) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Agent, such First Tier Foreign Subsidiary shall execute and deliver a security agreement substantially in the form of the Security Agreement granting the Agent for the benefit of the Agent, the Banks and certain Affiliates of the Banks a security interest in all of such First Tier Foreign Subsidiary's machineryand the Issuing Agents, equipment, inventory, general intangibles (including, without limitation, patents, trademarks, copyrights and other intellectual property rights) and accounts receivable, in each case securing the Notes, Hedging Liability and all other obligations of the Collateral Parties hereunder and under the other Loan Documents and (C) in the case of a failure to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Administrative Agent, such First Tier Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Administrative Agent for the benefit of itself, the Banks, certain Affiliates of the Banks and the Issuing Agents a security interest in all of such First Tier Foreign Subsidiary's personal property, in each case securing the Obligations and the Hedging Liability, and in the case of failure to deliver the evidence described in clause (iii) above and to the extent not otherwise waived by the Administrative Agent, such First Tier Foreign Subsidiary Guarantyshall execute and deliver the Subsidiary Guarantee Agreement (or another guaranty in substantially similar form, if needed), guaranteeing the Notes, Hedging Liability Obligations and the other obligations of the Collateral Parties hereunder and under the other Loan Documents Hedging Liability, in each case (xi) promptly, but in any event within thirty (30) Business Days after each such Evidence Request and (yii) to the extent that entering into such pledge, security agreement Security Agreement or guaranty Subsidiary Guarantee Agreement is (1A) is permitted by the laws of the applicable foreign jurisdiction jurisdiction, and (2B) is not restricted by any contract or agreement to which such First Tier Foreign Subsidiary is a party (to the extent such restriction pre-dates this Agreement) and with all documents delivered pursuant hereto to this Section 7.4 to be in form and substance reasonably satisfactory to the Administrative Agent.