Common use of Guarantees and Collateral Clause in Contracts

Guarantees and Collateral. UCLP shall and it shall cause the Borrower and each Guarantor to gxxxx x Xxxx pursuant to the Security Instruments on substantially all of its Properties located in the United States now owned or at any time hereafter acquired by it, the Borrower or a Guarantor, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing shall not require the creation or perfection of pledges of, security interests in or mortgages on, with respect to (A) any real property that has a value of less than $7,500,000, (B) any Property as provided on Schedule 8.07 or (C) any Property that in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person (i) all of the Equity Interests of each Domestic Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) 65% of the capital stock of each first tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such Domestic Subsidiary or 65% of the capital stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (iii) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and all of the Equity Interest of Foreign Subsidiaries will be pledged.

Guarantees and Collateral. UCLP (a) In the event that there shall and it shall cause the Borrower and each Guarantor to gxxxx x Xxxx pursuant to the Security Instruments on substantially all of its Properties located in the United States now owned or at any time hereafter acquired by itexist any Principal European Subsidiary (other than a Consent Subsidiary) or any US Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and Collateral Agreement, Goodyear will promptly notify the Borrower Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent such information as the Collateral Agent shall have reasonably requested and a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Principal European Subsidiary or US Subsidiary, as the case may be, pursuant to which such Principal European Subsidiary or such US Subsidiary, as the case may be, will become a party to the Guarantee and Collateral Agreement and, in the case of a Principal European Subsidiary, a European Facilities Guarantor and European Facilities Grantor, or in the case of such US Subsidiary, a US Guarantor, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, in each case as defined in the Guarantee and InventoryCollateral Agreement; provided that if a Financial Officer of Goodyear shall have delivered a certificate to the foregoing shall not require Administrative Agent certifying that Goodyear has determined (i) based upon the creation advice of French counsel, that the corporate benefit principles or perfection other applicable law of pledges ofthe Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing a Guarantee of any of the Obligations, security interests in or mortgages on, with respect to (A) any real property that has a value of less than $7,500,000, (B) any Property as provided on Schedule 8.07 or (Cii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Property that in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Principal European Subsidiary now existing or hereafter formed or acquired toafter the Effective Date and organized under the laws of the Germany from duly authorizing a Guarantee of any of the Obligations, guarantee such Principal European Subsidiary shall not be required to become a party to the Indebtedness Guarantee and Collateral Agreement. Notwithstanding the foregoing, no Subsidiary will be required to take any action pursuant to the execution and delivery of the Guaranty Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person this paragraph (a) if (i) all such Subsidiary shall have received an opinion of counsel in the Equity Interests applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of each Domestic Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), personal liability and (ii) 65% there shall be a material risk that the circumstances referred to in such opinion will occur. (b) In the event that any Grantor shall at any time directly own any Capital Stock of the capital stock of each first tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such Domestic Subsidiary or 65% of the capital stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (iii) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and all of the Equity Interest of Foreign Subsidiaries will be pledged.J.

Guarantees and Collateral. UCLP (a) In the event that there shall at any time exist any Principal European Subsidiary (other than a Consent Subsidiary) or any US Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and it Collateral Agreement, Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent such information as the Collateral Agent shall have reasonably requested and a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Principal European Subsidiary or US Subsidiary, as the case may be, pursuant to which such Principal European Subsidiary or such US Subsidiary, as the case may be, will become a party to the Guarantee and Collateral Agreement and, in the case of a Principal European Subsidiary, a European Facilities Guarantor and European Facilities Grantor, or in the case of such US Subsidiary, a US Guarantor, in each case as defined in the Guarantee and Collateral Agreement; provided that if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, that the corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing a Guarantee of any of the Obligations, or (ii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Germany from duly authorizing a Guarantee of any of the Obligations, such Principal European Subsidiary shall not be required to become a party to the Guarantee and Collateral Agreement. Notwithstanding the foregoing, no Subsidiary will be required to take any action pursuant to this paragraph (a) if (i) such Subsidiary shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of personal liability and (ii) there shall be a material risk that the circumstances referred to in such opinion will occur. (b) In the event that any Grantor shall at any time directly own any Capital Stock of any J.V. Subsidiary (in each case other than (i) Capital Stock in any Subsidiary with Total Assets not greater than $10,000,000 as of December 31, 2010, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Capital Stock in any Excluded Subsidiary or Consent Subsidiary and (iii) Capital Stock already pledged in accordance with this paragraph or Section 4.01), Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Capital Stock to be pledged under a Security Agreement and, to the Borrower extent that the Collateral Agent determines that possession of any certificates representing any such Capital Stock would provide any benefit in respect of priority or otherwise under applicable law and each Guarantor requests delivery, cause to gxxxx x Xxxx be delivered to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that no Grantor shall be required to pledge any Capital Stock in any Subsidiary organized under the laws of a jurisdiction other than the Federal Republic of Germany, the Netherlands, Luxembourg, the Republic of France, the United Kingdom or the Republic of Slovenia if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. In the event that the tire manufacturing facilities of SAVA shall at any time be held by any Person other than SAVA, all the Capital Stock in such other Person shall be pledged under a Security Agreement. (c) In the event that: (A) any Grantor shall at any time own any Applicable Assets (other than Consent Assets and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement) consisting of real property with a book value of $10,000,000 or more, the European J.V. will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets to be mortgaged or otherwise encumbered pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and such Grantor to secure the Applicable Secured Obligations of such Grantor. (B) at the end of any fiscal quarter, the Grantors, taken together, shall own any Applicable Assets or any assets that would be Applicable Assets if held by another Grantor (other than Consent Assets, Capital Stock in Subsidiaries and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement to secure the Applicable Secured Obligations of the respective Grantors), with an aggregate book value greater than $50,000,000 that shall not have been pledged, mortgaged or otherwise encumbered pursuant to the Security Instruments on substantially all Agreements to secure the Applicable Secured Obligations of its Properties located the respective Grantors, the European J.V. will, promptly after the delivery of financial statements under Section 5.01(a) or (b) with respect to such fiscal quarter, notify the Collateral Agent and will, within 30 days, (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets (other than assets that in the United States now owned aggregate are not material) to be pledged, mortgaged or at otherwise encumbered by the Grantors pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and each applicable Grantor to secure the Applicable Secured Obligations of the respective Grantors; or (C) any time hereafter acquired Grantors, taken together, shall transfer the ownership of any assets that for such Grantors are Applicable Assets (other than (i) Consent Assets, (ii) any transfer of inventory in the ordinary course of business in connection with the sale thereof to be held on a short-term basis by itthe transferee and (iii) any transfer in the ordinary course of business of cash or other financial assets) to one or more J.V. Subsidiaries for which such assets are not Applicable Assets with an aggregate book value greater than $30,000,000, the Borrower European J.V. will, as soon as practicable in advance of such transfer (but in any event promptly following the occurrence of such transfer if prior notice is not practicable), notify the Collateral Agent and will, within 30 days, (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets (other than assets that in the aggregate are not material) to be pledged, mortgaged or otherwise encumbered by such J.V. Subsidiary or J.V. Subsidiaries pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and each applicable J.V. Subsidiary to secure, in the case of each such asset, the Applicable Secured Obligations of the Grantor that transferred such asset to such J.V. Subsidiary; provided, that if a GuarantorFinancial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing shall not require corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing the creation or perfection of pledges ofany such security interest, or (ii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Germany from duly authorizing the creation or perfection of any such security interests in interest, such Principal European Subsidiary shall not be required to create or mortgages onperfect such security interest. Notwithstanding the foregoing, no J.V. Subsidiary will be required to take any action pursuant to this paragraph (c) with respect to any asset (Aother than Capital Stock, any other asset subject to the Lien of any Security Document pledging Capital Stock as of the Effective Date, or any bank account) if the perfection of a Lien on such asset is governed by the laws of a jurisdiction other than The Netherlands, the Federal Republic of Germany, Luxembourg, the Republic of France or the United Kingdom (and, for the avoidance of doubt, any real property such asset shall not constitute an “Applicable Asset” and shall not count toward the dollar baskets in this paragraph (c)). Notwithstanding the foregoing, no J.V. Subsidiary will be required to take any action pursuant to this paragraph (c) if (i) such J.V. Subsidiary is a Grantor and shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of personal liability and there shall be a material risk that has the circumstances referred to in such opinion will occur, or (ii) the total costs (including taxes) of any such action would be disproportionate to the benefit obtained by the beneficiaries of such action. In the event that any Grantor that is organized under German law as a Kommanditgesellschaft (a “KG”) shall, at any time, be party to or enter into any kind of lease arrangement pursuant to which it leases PP&E with a value of less more than $7,500,00010,000,000 to one of its Affiliates that is organized under German law as a Gesellschaft mit beschraenkter Haftung (a “GmbH”), such KG will promptly notify the Collateral Agent and will, within 30 days (Bor such longer period as may be reasonable under the circumstances) any Property as provided on Schedule 8.07 or after such notification, assign all rights that it has to terminate such lease arrangement (C) any Property and, if such right does not exist in such lease, amend such lease so that in it shall be terminable at the judgment election of the Administrative Agent, lessor at any time upon and during the cost continuance of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view an Event of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90Default) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Collateral Agent under a Security Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person (i) all of the Equity Interests of each Domestic Subsidiary (including, without limitation, reasonably acceptable to the extent certificated, delivery of original stock certificates or other certificates evidencing Collateral Agent to secure the capital stock Applicable Secured Obligations of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) 65% of the capital stock of each first tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such Domestic Subsidiary or 65% of the capital stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (iii) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and all of the Equity Interest of Foreign Subsidiaries will be pledgedGrantor.

Guarantees and Collateral. UCLP (a) In the event that there shall at any time exist any Principal European Subsidiary (other than a Consent Subsidiary) or any US Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and it Collateral Agreement, Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent such information as the Collateral Agent shall have reasonably requested and a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Principal European Subsidiary or US Subsidiary, as the case may be, pursuant to which such Principal European Subsidiary or such US Subsidiary, as the case may be, will become a party to the Guarantee and Collateral Agreement and, in the case of a Principal European Subsidiary, a European Facilities Guarantor and European Facilities Grantor, or in the case of such US Subsidiary, a US Guarantor, in each case as defined in the Guarantee and Collateral Agreement; provided that if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, that the corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing a Guarantee of any of the Obligations, or (ii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Germany from duly authorizing a Guarantee of any of the Obligations, such Principal European Subsidiary shall not be required to become a party to the Guarantee and Collateral Agreement. Notwithstanding the foregoing, no Subsidiary will be required to take any action pursuant to this paragraph (a) if (i) such Subsidiary shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of personal liability and (ii) there shall be a material risk that the circumstances referred to in such opinion will occur. (b) In the event that any Grantor shall at any time directly own any Equity Interests of any J.V. Subsidiary (in each case other than (i) Equity Interests in any Subsidiary with Total Assets not greater than $10,000,000 as of December 31, 2004, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Special Excluded Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in accordance with this paragraph or Section 4.01), Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Equity Interests to be pledged under a Security Agreement and, to the Borrower extent that the Collateral Agent determines that possession of any certificates representing any such Equity Interests would provide any benefit in respect of priority or otherwise under applicable law and each Guarantor requests delivery, cause to gxxxx x Xxxx be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that no Grantor shall be required to pledge any Equity Interests in any Subsidiary organized under the laws of a jurisdiction other than the Federal Republic of Germany, the Netherlands, Luxembourg, the Republic of France, the United Kingdom or the Republic of Slovenia if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. In the event that the tire manufacturing facilities of SAVA shall at any time be held by any Person other than SAVA, all the Equity Interests in such other Person shall be pledged under a Security Agreement. (c) In the event that any Grantor shall at any time own any Applicable Assets (other than Consent Assets and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement) consisting of real property with a book value of $10,000,000 or more, the European J.V. will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets to be mortgaged or otherwise encumbered pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and such Grantor to secure the Applicable Secured Obligations of such Grantor. In the event that, at the end of any fiscal quarter, the Grantors, taken together, shall own any Applicable Assets (other than Consent Assets, Equity Interests in Subsidiaries and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement) with an aggregate book value greater than $50,000,000 that shall not have been pledged, mortgaged or otherwise encumbered pursuant to the Security Instruments on substantially all Agreements, the European J.V. will, promptly after the delivery of its Properties located financial statements under Section 5.01(a) or (b) with respect to such fiscal quarter, notify the Collateral Agent and will, within 30 days, (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets (other than assets that in the United States now owned aggregate are not material) to be pledged, mortgaged or at any time hereafter acquired otherwise encumbered by itthe Grantors pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and each applicable Grantor to secure the Applicable Secured Obligations of the respective Grantors; provided, that if a Financial Officer of Goodyear shall have delivered a certificate to the Borrower or a GuarantorAdministrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing shall not require corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing the creation or perfection of pledges ofany such security interest, or (ii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Germany from duly authorizing the creation or perfection of any such security interests interest, such Principal European Subsidiary shall not be required to create or perfect such security interest. Notwithstanding the foregoing, no Grantor will be required to take any action pursuant to this paragraph (c) if (i) such Grantor shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or mortgages ondirectors to a material risk of personal liability and (ii) there shall be a material risk that the circumstances referred to in such opinion will occur. In the event that any Grantor that is organized under German law as a Kommanditgesellschaft (a “KG”) shall, at any time, be party to or enter into any kind of lease arrangement pursuant to which it leases PP&E with respect to (A) any real property that has a value of less more than $7,500,00010,000,000 to one of its Affiliates that is organized under German law as a Gesellschaft mit beschraenkter Haftung (a “GmbH”), such KG will promptly notify the Collateral Agent and will, within 30 days (Bor such longer period as may be reasonable under the circumstances) any Property as provided on Schedule 8.07 or after such notification, assign all rights that it has to terminate such lease arrangement (C) any Property and, if such right does not exist in such lease, amend such lease so that in it shall be terminable at the judgment election of the Administrative Agent, lessor at any time upon and during the cost continuance of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view an Event of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90Default) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Collateral Agent under a Security Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person (i) all of the Equity Interests of each Domestic Subsidiary (including, without limitation, reasonably acceptable to the extent certificated, delivery of original stock certificates or other certificates evidencing Collateral Agent to secure the capital stock Applicable Secured Obligations of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) 65% of the capital stock of each first tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such Domestic Subsidiary or 65% of the capital stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (iii) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and all of the Equity Interest of Foreign Subsidiaries will be pledgedGrantor.

Guarantees and Collateral. UCLP (a) In the event that there shall at any time exist any Domestic Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and Collateral Agreement, the Borrower will promptly notify the Collateral Agent (including in such notice the information that would have been required to be set forth with respect to such Subsidiary in the Perfection Certificate if such Subsidiary had been one of the Grantors listed therein) and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Domestic Subsidiary, pursuant to which such Domestic Subsidiary will become a party to and a US Guarantor and, if it elects to become a US Facilities Grantor or if its consolidated assets are greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), a US Facilities Grantor, in each case as defined in the Guarantee and Collateral Agreement. (b) In the event that the Borrower or any other Grantor shall at any time directly own any Equity Interests of any Subsidiary (other than (i) Equity Interests in any Subsidiary with consolidated assets not greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Excluded Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in accordance with this paragraph or Section 4.01(l)), the Borrower will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Equity Interests to be pledged under the Guarantee and Collateral Agreement and cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that (A) no Grantor shall be required to pledge more than 65% of outstanding voting Equity Interests of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any Equity Interests in any Foreign Subsidiary if a Financial Officer shall have delivered a certificate to the Administrative Agent certifying that the Borrower has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. (c) In the event that the Borrower or any other Grantor shall at any time directly own any Equity Interests of any Material Foreign Subsidiary (other than Equity Interests already pledged in accordance with this paragraph and Equity Interests in any Consent Subsidiary), the Borrower will promptly notify the Collateral Agent and will take all such actions as the Collateral Agent shall reasonably request and as shall be available under applicable law to cause such Equity Interests to be pledged under a Foreign Pledge Agreement and cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that (A) no Grantor shall be required to pledge more than 65% of outstanding voting Equity Interests of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any Equity Interests in any Person if a Financial Officer shall have delivered a certificate to the Administrative Agent certifying that the Borrower has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. (d) In the event that the Borrower or any other Grantor shall at any time own any Material Intellectual Property (other than Material Intellectual Property as to which the actions required by this paragraph have already been taken), the Borrower will promptly notify the Collateral Agent and will file all Uniform Commercial Code financing statements and recordations with the Patent and Trademark Office as shall be required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect the Liens intended to be created on the US Facilities Collateral (to the extent such Liens may be perfected by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings with the United States Patent and Trademark Office); provided, that if the consents of Persons other than the Borrower and each Guarantor the Wholly Owned Subsidiaries would be required under applicable law or the terms of any agreement in order for a security interest to gxxxx x Xxxx pursuant be created in any Material Intellectual Property under the Guarantee and Collateral Agreement, a security interest shall not be required to be created in such Material Intellectual Property prior to the obtaining of such consents. The Borrower will endeavor in good faith to obtain any consents required to permit any security interest in Material Intellectual Property to be created under the Guarantee and Collateral Agreement. (e) The Borrower will, and will cause each Subsidiary to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, as may be reasonably requested by the Collateral Agent in order to cause the security interests purported to be created by the Security Instruments on substantially all Documents or required to be created under the terms of its Properties located this Agreement to constitute valid security interests, perfected in accordance with this Agreement. (f) During the United States now owned or at any time hereafter acquired by itperiod of 45 days after the Effective Date, the Borrower or will endeavor in good faith to obtain any consents of third parties required in order for each Domestic Subsidiary listed on Part II of Schedule 1.01A to execute the Guarantee and Collateral Agreement as a GuarantorUS Guarantor and, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing shall not require the creation or perfection of pledges of, security interests in or mortgages on, with respect to (A) any real property that has a value of less if its consolidated assets are greater than $7,500,00010,000,000 as of December 31, (B2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) any Property as provided on Schedule 8.07 or (C) any Property that b), a US Facilities Grantor and perform its obligations thereunder, or in the judgment order for Equity Interests of the Administrative Agent, the cost of creating or perfecting each such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement or a supplement thereto. UCLP shall cause to be pledged by under the appropriate Person Security Documents, as the case may be, and shall advise the Collateral Agent in writing whether such consents have been obtained, and if such consents have been obtained, will cause such Domestic Subsidiary to execute the Guarantee and Collateral Agreement as provided in paragraph (ia) all of above or cause the Equity Interests of each Domestic Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) 65% of the capital stock of each first tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such Domestic Subsidiary or 65% of to be pledged under the capital stock of such Foreign SubsidiarySecurity Documents, together with an appropriate undated stock power for each certificate duly executed as provided in blank by paragraph (b) above, as the registered owner thereof) and (iii) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and all of the Equity Interest of Foreign Subsidiaries will be pledgedcase may be.

Guarantees and Collateral. UCLP shall and it shall cause It is the Borrower and each Guarantor to gxxxx x Xxxx pursuant to intention of the Security Instruments on substantially parties hereto that (1) all of its Properties located in the United States now owned or at any time hereafter acquired by itPeregrine’s Subsidiaries, the Borrower or a Guarantor, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing shall not require the creation or perfection of pledges of, security interests in or mortgages on, with respect to (A) any real property that has a value of less than $7,500,000, (B) any Property as provided on Schedule 8.07 or (C) any Property that in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed arising (in which case, any such hereafter arising Subsidiary shall be a “Peregrine Party”) that is a guarantor or acquired todirect obligor in any credit facility in which Peregrine is an obligor, guarantee execute guarantees in favor of each Purchaser in respect of the Indebtedness pursuant Purchase Obligations owing to such Purchasers, (2) the Peregrine Parties that have granted a security interest in any of their assets in connection with any credit facility in which Peregrine is an obligor, grant a security interest in their respective assets (to the execution same extent as the security interest granted in connection with such credit facility) in favor of Purchasers’ Agent to further secure the Purchase Obligations, and delivery (3) the Purchaser Agent Liens be subject, in priority, only to the security interests of Lender Group Agent, for the benefit of the Guaranty Lender Group, ‘Permitted Liens’ (as defined in the Lender Group Credit Agreement or a supplement thereto. UCLP shall cause to be pledged by as in effect on the appropriate Person (idate hereof) all of the Equity Interests of each Domestic Subsidiary (includingand, without limitation, solely to the extent certificatedrequired hereunder, delivery of original stock certificates liens granted in connection with any other secured credit facility. The Peregrine Parties agree to execute any and all agreements or other certificates evidencing documents necessary to effectuate this intent. The foregoing to the capital stock of such entitycontrary notwithstanding if, together with an appropriate undated stock power for each certificate duly executed in blank by at any time, the registered owner thereof), (ii) 65% obligations of the capital stock of each first tier Foreign Subsidiary (including, without limitation, Peregrine Parties owing to the extent certificated, delivery Lender Group shall be repaid in full and the Lender Group shall release the guarantees of original stock certificates or any of Peregrine’s Subsidiaries (other certificates evidencing than Remedy) and/or security interests in the capital stock assets of such Domestic Subsidiary or 65% any of Peregrine’s Subsidiaries (other than Remedy) securing the obligations of the capital stock Peregrine Parties owing to the Lender Group then, provided that no New Event of such Foreign SubsidiaryDefault shall then have occurred and be continuing, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofguarantees of Peregrine’s Subsidiaries (other than Remedy) and the Purchaser Agent Liens in the assets of Peregrine’s Subsidiaries (iiiother than Remedy) shall be released to the same extent as the Lender Group shall have released such guarantees and execute and deliver such other additional documents and certificates as shall reasonably be requested by security interests; provided, however, if, at any time after the Administrative Agent. If there are no adverse tax consequences to UCLPdate hereof, to UCLP’s partners or to any of its Restricted SubsidiariesPeregrine’s Subsidiaries shall guarantee any obligations of Peregrine, the Collateral described above (shall be a direct obligor under any credit facility or loan in which Peregrine is an obligor, or shall grant a security interests in such Subsidiary’s assets to secure such a guarantee, such Subsidiary’s obligations under such a credit facility or loan, or any obligations of Peregrine then Purchasers shall be given a similar guarantee and security interest, subject to the same limitations set forth above) will include Property located agreement to subordinate such a security interest contained herein. The foregoing notwithstanding, in jurisdictions outside the United Statesevent of a permitted sale of all or a substantial part of the stock of Remedy, Foreign Subsidiaries will be included as Guarantorsif the Lender Group is releasing any guarantees given by Remedy and releasing its liens on the assets of Remedy, and all if the release by the Purchasers of their guarantee given by Remedy and their lien on the Equity Interest assets of Foreign Subsidiaries will Remedy is necessary for such sale to proceed, then the Purchasers shall release their guarantee given by Remedy and any liens they hold on the assets of Remedy in connection with the consummation of such sale, and also shall release any liens they hold on the stock of Remedy being sold, but shall be pledgedentitled to retain their security interest in any stock of Remedy not sold.

Guarantees and Collateral. UCLP (a) In the event that there shall at any time exist any Principal European Subsidiary (other than a Consent Subsidiary) or any US Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and it Collateral Agreement, Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent such information as the Collateral Agent shall have reasonably requested and a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Principal European Subsidiary or US Subsidiary, as the case may be, pursuant to which such Principal European Subsidiary or such US Subsidiary, as the case may be, will become a party to the Guarantee and Collateral Agreement and, in the case of a Principal European Subsidiary, a European Facilities Guarantor and European Facilities Grantor, or in the case of such US Subsidiary, a US Guarantor, in each case as defined in the Guarantee and Collateral Agreement; provided that if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, that the corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing a Guarantee of any of the Obligations, or (ii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Germany from duly authorizing a Guarantee of any of the Obligations, such Principal European Subsidiary shall not be required to become a party to the Guarantee and Collateral Agreement. Notwithstanding the foregoing, no Subsidiary will be required to take any action pursuant to this paragraph (a) if (i) such Subsidiary shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of personal liability and (ii) there shall be a material risk that the circumstances referred to in such opinion will occur. (b) In the event that any Grantor shall at any time directly own any Equity Interests of any J.V. Subsidiary or any subsidiary of Luxembourg Finance (in each case other than (i) Equity Interests in any Subsidiary with consolidated assets not greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Special Excluded Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in accordance with this paragraph or Section 4.01), Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Equity Interests to be pledged under a Security Agreement and, to the Borrower extent that the Collateral Agent determines that possession of any certificates representing any such Equity Interests would provide any benefit in respect of priority or otherwise under applicable law and each Guarantor requests delivery, cause to gxxxx x Xxxx be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that no Grantor shall be required to pledge any Equity Interests in any Subsidiary organized under the laws of a jurisdiction other than the Federal Republic of Germany, the Netherlands, Luxembourg, the Republic of France, the United Kingdom or the Republic of Slovenia if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. In the event that SAVA shall at any time become a Wholly Owned J.V. Subsidiary, or the provisions in its organizing documents or joint venture agreement prohibiting such pledge shall cease to be in effect, all the Equity Interests in SAVA held by the European J.V. or any of the J.V. Subsidiaries shall be pledged under a Security Agreement pursuant to the requirements of this Section. (c) In the event that any Grantor shall at any time own any Applicable Assets (other than Consent Assets and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement) consisting of real property with a book value of $10,000,000 or more, the European J.V. will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets to be mortgaged or otherwise encumbered pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and such Grantor to secure the Applicable Secured Obligations of such Grantor. In the event that, at the end of any fiscal quarter, the Grantors, taken together, shall own any Applicable Assets (other than Consent Assets, Equity Interests in Subsidiaries and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement) with an aggregate book value greater than $50,000,000 that shall not have been pledged, mortgaged or otherwise encumbered pursuant to the Security Instruments on substantially all Agreements, the European J.V. will, promptly after the delivery of its Properties located financial statements under Section 5.01(a) or (b) with respect to such fiscal quarter, notify the Collateral Agent and will, within 30 days, (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets (other than assets that in the United States now owned aggregate are not material) to be pledged, mortgaged or at any time hereafter acquired otherwise encumbered by itthe Grantors pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and each applicable Grantor to secure the Applicable Secured Obligations of the respective Grantors; provided, that if a Financial Officer of Goodyear shall have delivered a certificate to the Borrower or a GuarantorAdministrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing shall not require corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing the creation or perfection of pledges ofany such security interest, security interests in or mortgages on, with respect to (A) any real property that has a value of less than $7,500,000, (B) any Property as provided on Schedule 8.07 or (Cii) based upon the advice of German counsel, that the applicable law of Germany would prohibit any Property that in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Principal European Subsidiary now existing or hereafter formed or acquired toafter the Effective Date and organized under the laws of the Germany from duly authorizing the creation or perfection of any such security interest, guarantee such Principal European Subsidiary shall not be required to create or perfect such security interest. Notwithstanding the Indebtedness foregoing, no Grantor will be required to take any action pursuant to the execution and delivery of the Guaranty Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person this paragraph (c) if (i) all such Grantor shall have received an opinion of counsel in the Equity Interests applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of each Domestic Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), personal liability and (ii) 65% of there shall be a material risk that the capital stock of each first tier Foreign Subsidiary (including, without limitation, circumstances referred to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of in such Domestic Subsidiary or 65% of the capital stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (iii) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) opinion will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and all of the Equity Interest of Foreign Subsidiaries will be pledgedoccur.

Guarantees and Collateral. UCLP shall and it shall cause the Borrower and each Guarantor to gxxxx x Xxxx pursuant Notwithstanding any provision of any Loan Document to the Security Instruments on substantially all contrary, but subject to the second to last sentence of this Section 1.11, until the Pari First Lien Obligations Payment Date, for purposes of any determination relating to any Loan Guaranty or any Collateral that secures both the Pari First Lien Obligations and the Obligations hereunder (including any determination with respect to any waiver or extension or any opportunity to request that is permitted or required under the definition of “Collateral and Guarantee Requirement,” under this Agreement or under any other Loan Document) as to which the Administrative Agent is granted discretion hereunder or under any other Loan Document, the determination of the Pari First Lien Agent (or the agent for the holders of any applicable Pari First Lien Obligations) under the analogous provision of the corresponding Loan Document (as defined in the Pari First Lien Credit Agreement (or any equivalent term under any Pari First Lien Facilities)) (or the documentation governing the other applicable Pari First Lien Obligations) shall be deemed to be the determination of the Administrative Agent with respect thereto. Additionally, for purposes of actions to be taken at the “request” or “reasonable request” of the Administrative Agent with respect to any Loan Guaranty or Collateral, until the Pari First Lien Obligations Payment Date, such actions shall only be required to be taken by Holdings or any of its Properties located in subsidiaries if such action has also been requested to be taken by the United States now owned or at any time hereafter acquired by it, the Borrower or a Guarantor, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, InstrumentsPari First Lien Agent, and Inventorythe Administrative Agent and Lenders hereunder shall be deemed to have accepted the Pari First Lien Agent’s determination; provided that the foregoing shall not require the creation or perfection of pledges of, security interests in or mortgages on, with respect to (A) any real property that has a value of less than $7,500,000, (B) any Property as provided on Schedule 8.07 or (C) any Property that in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person (i) all of the Equity Interests of each Domestic Subsidiary (including, without limitation, foregoing exceptions shall not apply where such action to the extent certificated, delivery of original stock certificates be taken or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank determination made is otherwise requested by the registered owner thereof), Credit Support Provider or an Affiliate thereof (whether as Lender or Credit Support Provider) and (ii) 65% of notwithstanding the capital stock of each first tier Foreign Subsidiary (includingforegoing, without limitationthis Section 1.11 shall not apply to any Credit Support Collateral or any guaranty provided under any Credit Support Documents, as to the extent certificatedwhich all determinations, delivery of original stock certificates or other certificates evidencing the capital stock of such Domestic Subsidiary or 65% of the capital stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) requests and (iii) and execute and deliver such other additional documents and certificates as decisions shall reasonably be requested made by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and all of the Equity Interest of Foreign Subsidiaries will be pledged.

Guarantees and Collateral. UCLP (a) In the event that there shall at any time exist any Domestic Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and Collateral Agreement, the Borrower will promptly notify the Collateral Agent (including in such notice the information that would have been required to be set forth with respect to such Subsidiary in the Perfection Certificate if such Subsidiary had been one of the Grantors listed therein) and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Domestic Subsidiary, pursuant to which such Domestic Subsidiary will become a party to and a US Guarantor and, if it elects to become a US Facilities Grantor or if its consolidated assets are greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), a US Facilities Grantor, in each case as defined in the Guarantee and Collateral Agreement. (b) In the event that the Borrower or any other Grantor shall at any time directly own any Equity Interests of any Subsidiary (other than (i) Equity Interests in any Subsidiary with consolidated assets not greater than $10,000,000 as of December 31, 2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Excluded Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in accordance with this paragraph or Section 4.01(l)), the Borrower will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Equity Interests to be pledged under the Guarantee and Collateral Agreement and cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that (A) no Grantor shall be required to pledge more than 65% of outstanding voting Equity Interests of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any Equity Interests in any Foreign Subsidiary if a Financial Officer shall have delivered a certificate to the Administrative Agent certifying that the Borrower has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction.. (c) In the event that the Borrower or any other Grantor shall at any time directly own any Equity Interests of any Material Foreign Subsidiary (other than Equity Interests already pledged in accordance with this paragraph and Equity Interests in any Consent Subsidiary), the Borrower will promptly notify the Collateral Agent and will take all such actions as the Collateral Agent shall reasonably request and as shall be available under applicable law to cause such Equity Interests to be pledged under a Foreign Pledge Agreement and cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that (A) no Grantor shall be required to pledge more than 65% of outstanding voting Equity Interests of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any Equity Interests in any Person if a Financial Officer shall have delivered a certificate to the Administrative Agent certifying that the Borrower has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. (d) In the event that the Borrower or any other Grantor shall at any time own any Material Intellectual Property (other than Material Intellectual Property as to which the actions required by this paragraph have already been taken), the Borrower will promptly notify the Collateral Agent and will file all Uniform Commercial Code financing statements and recordations with the Patent and Trademark Office as shall be required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect the Liens intended to be created on the US Facilities Collateral (to the extent such Liens may be perfected by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings with the United States Patent and Trademark Office); provided, that if the consents of Persons other than the Borrower and each Guarantor the Wholly Owned Subsidiaries would be required under applicable law or the terms of any agreement in order for a security interest to gxxxx x Xxxx pursuant be created in any Material Intellectual Property under the Guarantee and Collateral Agreement, a security interest shall not be required to be created in such Material Intellectual Property prior to the obtaining of such consents. The Borrower will endeavor in good faith to obtain any consents required to permit any security interest in Material Intellectual Property to be created under the Guarantee and Collateral Agreement. (e) The Borrower will, and will cause each Subsidiary to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, as may be reasonably requested by the Collateral Agent in order to cause the security interests purported to be created by the Security Instruments on substantially all Documents or required to be created under the terms of its Properties located this Agreement to constitute valid security interests, perfected in accordance with this Agreement. (f) During the United States now owned or at any time hereafter acquired by itperiod of 45 days after the Effective Date, the Borrower or will endeavor in good faith to obtain any consents of third parties required in order for each Domestic Subsidiary listed on Part II of Schedule 1.01A to execute the Guarantee and Collateral Agreement as a GuarantorUS Guarantor and, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing shall not require the creation or perfection of pledges of, security interests in or mortgages on, with respect to (A) any real property that has a value of less if its consolidated assets are greater than $7,500,00010,000,000 as of December 31, (B2002, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) any Property as provided on Schedule 8.07 or (C) any Property that b), a US Facilities Grantor and perform its obligations thereunder, or in the judgment order for Equity Interests of the Administrative Agent, the cost of creating or perfecting each such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement or a supplement thereto. UCLP shall cause to be pledged by under the appropriate Person Security Documents, as the case may be, and shall advise the Collateral Agent in writing whether such consents have been obtained, and if such consents have been obtained, will cause such Domestic Subsidiary to execute the Guarantee and Collateral Agreement as provided in paragraph (ia) all of above or cause the Equity Interests of each Domestic Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) 65% of the capital stock of each first tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such Domestic Subsidiary or 65% of to be pledged under the capital stock of such Foreign SubsidiarySecurity Documents, together with an appropriate undated stock power for each certificate duly executed as provided in blank by paragraph (b) above, as the registered owner thereof) and (iii) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and all of the Equity Interest of Foreign Subsidiaries will be pledgedcase may be.

Guarantees and Collateral. UCLP (a) In the event that there shall at any time exist any Principal European Subsidiary (other than a Consent Subsidiary) or any US Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and it Collateral Agreement, Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent such information as the Collateral Agent shall have reasonably requested and a supplement to the Guarantee and Collateral Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Principal European Subsidiary or US Subsidiary, as the case may be, pursuant to which such Principal European Subsidiary or such US Subsidiary, as the case may be, will become a party to the Guarantee and Collateral Agreement and, in the case of a Principal European Subsidiary, a European Subsidiary Guarantor and Grantor (as each such term is defined in the Guarantee and Collateral Agreement), or in the case of such US Subsidiary, a US Subsidiary Guarantor (as such term is defined in the Guarantee and Collateral Agreement); provided that if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, that the corporate benefit principles or other applicable law of the Republic of France would prohibit any Principal European Subsidiary organized under the laws of the Republic of France from duly authorizing a Guarantee of any of the Obligations, or (ii) based upon the advice of German counsel, that the applicable law of the Federal Republic of Germany would prohibit any Principal European Subsidiary formed or acquired after the Effective Date and organized under the laws of the Federal Republic of Germany from duly authorizing a Guarantee of any of the Obligations, such Principal European Subsidiary shall not be required to become a party to the Guarantee and Collateral Agreement. Notwithstanding the foregoing, no Subsidiary will be required to take any action pursuant to this paragraph (a) if (i) such Subsidiary shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of personal liability and (ii) there shall be a material risk that the circumstances referred to in such opinion will occur. (b) In the event that any Grantor shall at any time directly own any Capital Stock of any J.V. Subsidiary (in each case other than (i) Capital Stock in any Subsidiary with Total Assets not greater than $10,000,000 as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Capital Stock in any Excluded Subsidiary or Consent Subsidiary and (iii) Capital Stock already pledged in accordance with this paragraph or Section 4.01), Goodyear will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Capital Stock to be pledged under a Security Agreement and, to the Borrower extent that the Collateral Agent determines that possession of any certificates representing any such Capital Stock would provide any benefit in respect of priority or otherwise under applicable law and each Guarantor requests delivery, cause to gxxxx x Xxxx be delivered to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that no Grantor shall be required to pledge any Capital Stock in any Subsidiary organized under the laws of a jurisdiction other than the Federal Republic of Germany, the Netherlands, Luxembourg, the Republic of France, the United Kingdom or the Republic of Slovenia if a Financial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined, on the basis of reasonable inquiries in the jurisdiction of such Person, that such pledge would affect materially and adversely the ability of such Person to conduct its business in such jurisdiction. In the event that the tire manufacturing facilities of SAVA shall at any time be held by any Person other than SAVA, all the Capital Stock in such other Person shall be pledged under a Security Agreement. (c) In the event that: (A) any Grantor shall at any time own any Applicable Assets (other than Consent Assets and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement) consisting of real property with a book value of $10,000,000 or more, the European J.V. will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets to be mortgaged or otherwise encumbered pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and such Grantor to secure the Applicable Secured Obligations of such Grantor. (B) at the end of any fiscal quarter, the Grantors, taken together, shall own any Applicable Assets or any assets that would be Applicable Assets if held by another Grantor (other than Consent Assets, Capital Stock in Subsidiaries and Applicable Assets already pledged, mortgaged or otherwise encumbered pursuant to any Security Agreement to secure the Applicable Secured Obligations of the respective Grantors), with an aggregate book value greater than $50,000,000 that shall not have been pledged, mortgaged or otherwise encumbered pursuant to the Security Instruments on substantially all Agreements to secure the Applicable Secured Obligations of its Properties located the respective Grantors, the European J.V. will, promptly after the delivery of financial statements under Section 5.01(a) or (b) with respect to such fiscal quarter, notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets (other than assets that in the United States now owned aggregate are not material) to be pledged, mortgaged or at otherwise encumbered by the Grantors pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and each applicable Grantor to secure the Applicable Secured Obligations of the respective Grantors; or (C) any time hereafter acquired Grantors, taken together, shall transfer the ownership of any assets that for such Grantors are Applicable Assets (other than (i) Consent Assets, (ii) any transfer of inventory in the ordinary course of business in connection with the sale thereof to be held on a short-term basis by itthe transferee and (iii) any transfer in the ordinary course of business of cash or other financial assets) to one or more J.V. Subsidiaries for which such assets are not Applicable Assets with an aggregate book value greater than $30,000,000, the Borrower European J.V. will, as soon as practicable in advance of such transfer (but in any event promptly following the occurrence of such transfer if prior notice is not practicable), notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Applicable Assets (other than assets that in the aggregate are not material) to be pledged, mortgaged or otherwise encumbered by such J.V. Subsidiary or J.V. Subsidiaries pursuant to one or more Security Agreements reasonably acceptable to the Collateral Agent and each applicable J.V. Subsidiary to secure, in the case of each such asset, the Applicable Secured Obligations of the Grantor that transferred such asset to such J.V. Subsidiary; provided, that, in each case under this paragraph (c), if a GuarantorFinancial Officer of Goodyear shall have delivered a certificate to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counsel, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing shall not require corporate benefit principles or other applicable law of the Republic of France would prohibit any Grantor or J.V. Subsidiary, as the case may be, organized under the laws of the Republic of France from duly authorizing the creation or perfection of pledges ofany such security interest, or (ii) based upon the advice of German counsel, that the applicable law of the Federal Republic of Germany would prohibit any Grantor or J.V. Subsidiary, as the case may be, organized under the laws of the Federal Republic of Germany from duly authorizing the creation or perfection of any such security interests in interest, such Grantor or mortgages onJ.V. Subsidiary, as the case may be, shall not be required to create or perfect such security interest. Notwithstanding the foregoing, no Grantor or J.V. Subsidiary will be required to take any action pursuant to this paragraph (c) with respect to any asset (Aother than Capital Stock, any other asset subject to the Lien of any Security Document pledging Capital Stock as of the Effective Date, or any bank account) if the perfection of a Lien on such asset is governed by the laws of a jurisdiction other than The Netherlands, the Federal Republic of Germany, Luxembourg, the Republic of France or the United Kingdom (and, for the avoidance of doubt, any real property such asset shall not constitute an “Applicable Asset” and shall not count toward the dollar baskets in this paragraph (c)). Notwithstanding the foregoing, no Grantor or J.V. Subsidiary will be required to take any action pursuant to this paragraph (c) if (i) in the case of a Grantor, it shall have received an opinion of counsel in the applicable jurisdiction that, under circumstances referred to in such opinion, such action would subject its officers or directors to a material risk of personal liability and there shall be a material risk that has the circumstances referred to in such opinion will occur, or (ii) the total costs (including taxes) of any such action would be disproportionate to the benefit obtained by the beneficiaries of such action. In the event that any Grantor that is organized under German law as a Kommanditgesellschaft (a “KG”) shall, at any time, be party to or enter into any kind of lease arrangement pursuant to which it leases property, plant and equipment with a value of less more than $7,500,00010,000,000 to one of its Affiliates that is organized under German law as a Gesellschaft mit beschraenkter Haftung (a “GmbH”), such KG will promptly notify the Collateral Agent and will, within 30 days (Bor such longer period as may be reasonable under the circumstances) any Property as provided on Schedule 8.07 or after such notification, assign all rights that it has to terminate such lease arrangement (C) any Property and, if such right does not exist in such lease, amend such lease so that in it shall be terminable at the judgment election of the Administrative Agent, lessor at any time upon and during the cost continuance of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view an Event of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90Default) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Collateral Agent under a Security Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person (i) all of the Equity Interests of each Domestic Subsidiary (including, without limitation, reasonably acceptable to the extent certificated, delivery of original stock certificates or other certificates evidencing Collateral Agent and such Grantor to secure the capital stock Applicable Secured Obligations of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) 65% of the capital stock of each first tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such Domestic Subsidiary or 65% of the capital stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (iii) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and all of the Equity Interest of Foreign Subsidiaries will be pledgedGrantor.