Common use of Guarantees and Collateral Clause in Contracts

Guarantees and Collateral. (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 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.

Guarantees and Collateral. (a) In UCLP shall and it shall cause the event that there shall 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 exist any Principal European Subsidiary (other than hereafter acquired by it, the Borrower or 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 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 including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Collateral AgreementInventory; provided that if 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 Financial Officer value of Goodyear 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 have delivered a certificate promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the Administrative Agent certifying that Goodyear has determined execution and delivery of the Guaranty Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person (i) based upon all of the advice Equity Interests of French counseleach Domestic Subsidiary (including, that without limitation, to the corporate benefit principles extent certificated, delivery of original stock certificates or other applicable law certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by 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 Obligationsregistered owner thereof), 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 65% of the Germany from 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 authorizing a Guarantee of 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 Obligations, such Principal European Subsidiary shall not be required to become a party Collateral described above (and subject to the Guarantee and Collateral Agreement. Notwithstanding same limitations set forth above) will include Property located in jurisdictions outside the foregoingUnited States, no Subsidiary Foreign Subsidiaries will be required to take any action pursuant to this paragraph (a) if (i) such Subsidiary shall have received an opinion included as Guarantors, and all 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 Equity Interest of personal liability and (ii) there shall Foreign Subsidiaries will be a material risk that the circumstances referred to in such opinion will occurpledged.

Guarantees and Collateral. (a) In Notwithstanding any provision of any Loan Document to the event that there shall at 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 time exist determination relating to any Principal European Subsidiary (other than a Consent Subsidiary) Loan Guaranty or any US Subsidiary 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 than an Excluded Subsidiary Loan Document) as to which the Administrative Agent is granted discretion hereunder or Consent Subsidiary) that shall not be a party to under any other Loan Document, the Guarantee and Collateral Agreement, Goodyear will promptly notify determination of the Collateral Pari First Lien Agent and will, within 30 days (or such longer period as may be reasonable the agent for the holders of any applicable Pari First Lien Obligations) under the circumstances) after such notification, deliver to analogous provision of 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 corresponding Loan Document (as defined in the Guarantee 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 subsidiaries if such action has also been requested to be taken by the Pari First Lien Agent, and Collateral Agreementthe Administrative Agent and Lenders hereunder shall be deemed to have accepted the Pari First Lien Agent’s determination; 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 foregoing exceptions 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, apply where such action would subject its officers to be taken or directors to a material risk of personal liability determination made is otherwise requested by the Credit Support Provider or an Affiliate thereof (whether as Lender or Credit Support Provider) and (ii) there notwithstanding the foregoing, this Section 1.11 shall not apply to any Credit Support Collateral or any guaranty provided under any Credit Support Documents, as to which all determinations, requests and decisions shall be a material risk that made by the circumstances referred to in such opinion will occurAdministrative Agent.

Guarantees and Collateral. (a) In UCLP shall and it shall cause the event that there shall Borrower and each Guarantor to xxxxx x Xxxx pursuant to the Security Instruments on substantially all of its Properties located in the United States now owned or at any time exist any Principal European Subsidiary (other than hereafter acquired by it, the Borrower or 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 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 including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Collateral AgreementInventory; provided that if 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 Financial Officer value of Goodyear 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 have delivered a certificate promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the Administrative Agent certifying that Goodyear has determined execution and delivery of the Guaranty Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person (i) based upon all of the advice Equity Interests of French counseleach Domestic Subsidiary (including, that without limitation, to the corporate benefit principles extent certificated, delivery of original stock certificates or other applicable law certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by 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 Obligationsregistered owner thereof), 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 65% of the Germany from 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 authorizing a Guarantee of 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 Obligations, such Principal European Subsidiary shall not be required to become a party Collateral described above (and subject to the Guarantee and Collateral Agreement. Notwithstanding same limitations set forth above) will include Property located in jurisdictions outside the foregoingUnited States, no Subsidiary Foreign Subsidiaries will be required to take any action pursuant to this paragraph (a) if (i) such Subsidiary shall have received an opinion included as Guarantors, and all 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 Equity Interest of personal liability and (ii) there shall Foreign Subsidiaries will be a material risk that the circumstances referred to in such opinion will occurpledged.

Guarantees and Collateral. (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 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 Subsidiary Guarantor and European Facilities GrantorGrantor (as each such term is defined in the Guarantee and Collateral Agreement), or in the case of such US Subsidiary, a US Guarantor, in each case 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.

Guarantees and Collateral. It is the intention of the parties hereto that (a1) In the event that there all of Peregrine’s Subsidiaries, now existing or hereafter arising (in which case, any such hereafter arising Subsidiary shall at any time exist any Principal European Subsidiary (other than be a Consent Subsidiary) or any US Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary“Peregrine Party”) that shall not be is a party guarantor or direct obligor in any credit facility in which Peregrine is an obligor, execute guarantees in favor of each Purchaser in respect of the 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 Guarantee 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 Collateral Agreement(3) the Purchaser Agent Liens be subject, Goodyear will promptly notify the Collateral Agent and willin priority, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver only to the Collateral Agent such information as security interests of Lender Group Agent, for the Collateral Agent shall have reasonably requested and a supplement to benefit of the Guarantee and Collateral AgreementLender Group, 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 ‘Permitted Liens’ (as defined in the Guarantee and Collateral Agreement; provided that if a Financial Officer of Goodyear shall have delivered a certificate Lender Group Credit Agreement as in effect on the date hereof) and, solely to the Administrative Agent certifying that Goodyear has determined (i) based upon the advice of French counselextent required hereunder, that the corporate benefit principles liens granted in connection with any other secured credit facility. The Peregrine Parties agree to execute any and all agreements or other applicable law documents necessary to effectuate this intent. The foregoing to the contrary notwithstanding if, at any time, the obligations of the Republic of France would prohibit any Principal European Subsidiary organized under Peregrine Parties owing to the laws of Lender Group shall be repaid in full and the Republic of France from duly authorizing a Guarantee Lender Group shall release the guarantees of any of Peregrine’s Subsidiaries (other than Remedy) and/or security interests in 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 assets of any of Peregrine’s Subsidiaries (other than Remedy) securing the Obligations, such Principal European Subsidiary shall not be required to become a party obligations of the Peregrine Parties owing to the Guarantee Lender Group then, provided that no New Event of Default shall then have occurred and Collateral Agreement. Notwithstanding be continuing, the foregoing, no Subsidiary will guarantees of Peregrine’s Subsidiaries (other than Remedy) and the Purchaser Agent Liens in the assets of Peregrine’s Subsidiaries (other than Remedy) shall be required released to take any action pursuant to this paragraph (a) if (i) such Subsidiary the same extent as the Lender Group shall have received an opinion released such guarantees and security interests; provided, however, if, at any time after the date hereof, any of counsel in the applicable jurisdiction thatPeregrine’s Subsidiaries shall guarantee any obligations of Peregrine, 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 direct obligor under any credit facility or loan in which Peregrine is an obligor, or shall grant a security interests in such opinion will occurSubsidiary’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 agreement to subordinate such a security interest contained herein. The foregoing notwithstanding, in the event of a permitted sale of all or a substantial part of the stock of Remedy, if the Lender Group is releasing any guarantees given by Remedy and releasing its liens on the assets of Remedy, and if the release by the Purchasers of their guarantee given by Remedy and their lien on the assets of 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 entitled to retain their security interest in any stock of Remedy not sold.