Common use of Terms of Security Documents Clause in Contracts

Terms of Security Documents. The following principles will be reflected in the terms of any security interest taken as part of the transaction contemplated by this agreement: (a) the security interest shall be first ranking, to the extent possible, subject in any event to the liens permitted under Section 6.02 of the Credit Agreement; (b) security interests will not be enforceable unless an Event of Default or any other required enforcement event under applicable local law has occurred and is continuing provided that (i) any pledge (pandrecht) governed by Dutch law security interests shall not be enforceable unless an Event of Default has occurred and is continuing which has resulted in a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the obligations secured by such pledge (an Enforcement Event), (ii) any pledge governed by the laws of the Czech Republic security interests shall not be enforceable unless the secured receivables are not paid when due, (iii) any pledge governed by Swiss law shall not be enforceable unless the relevant Secured Obligations have become due (fällig) and payable, and (iv) any pledge governed by German law shall not be enforceable unless an Event of Default has occurred and the requirements set forth in Sections 1273 para. 2, 1204 et seq. German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife); (c) the Administrative Agent will be entitled, where the relevant Grantor fails to fulfil its obligations under a Security Document (after the expiry of any applicable grace period), (but without obligation to do so) to perfect all Security Documents and do all things which it may consider to be required or advisable to perfect its rights thereunder; (d) the Administrative Agent will only be able to exercise a power of attorney following an Event of Default that has occurred and is continuing; (e) the provisions of each Security Document will not be unduly burdensome on the Grantor or interfere unreasonably with the operation of its business, will be limited to those required by local law to create or perfect security interests and will not impose new commercial obligations; accordingly, they shall not contain additional representations or undertakings unless the same are consistent with those contained in the other Loan Documents or to the extent required by local law in order to create or perfect the security interest expressed to be created thereby or to the extent material and customary under local law; (f) information, such as lists of assets, shall be provided if, and only to the extent, required by local law (except in the case of the opening of new bank accounts where notification of such new bank accounts shall be given promptly to the Administrative Agent) to be provided in order to perfect or register the security interest or to comply with supervisory obligations and shall be provided annually (unless required more frequently under local law or to comply with supervisory obligations) or, whilst an Event of Default is continuing, on the Administrative Agent’s reasonable request; (g) Security Documents will, where possible and practical, automatically create security interests over future assets of the same type as those already secured; where local law requires supplemental pledges or additional Security Documents to be delivered in respect of future acquired assets in order for effective security interest to be created over that class of asset, such supplemental pledges or Security Documents shall be provided at intervals no more frequent than three months (unless required more frequently under local law), or, in the case of any supplemental list of assets only (as opposed to a supplemental agreement), no more frequently than annually; and (h) Reference to article L. 521-3 of the French Code de Commerce and article 2348 of the French Code Civil shall be included in the relevant French law governed Security Documents.

Terms of Security Documents. The following principles will be reflected in the terms of any security interest taken Lien granted by any Foreign Obligor as part of the transaction contemplated by this agreementthe Agreement: (a) the security interest shall Lien will be first rankingranking (subject to Permitted Liens), to the extent possible, subject in any event to the liens permitted under Section 6.02 of the Credit Agreement; (b) security interests Lien will not be enforceable unless an Event of Default or any other required enforcement event under applicable local law has occurred and is continuing provided that (i) any pledge (pandrecht) governed by Dutch law security interests shall not be enforceable unless until an Event of Default has occurred and is continuing which has resulted in a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the obligations secured by such pledge (an Enforcement Event), (ii) any pledge governed by the laws of the Czech Republic security interests shall not be enforceable unless the secured receivables are not paid when due, (iii) any pledge governed by Swiss law shall not be enforceable unless the relevant Secured Obligations have become due (fällig) and payable, and (iv) any pledge governed by German law shall not be enforceable unless an Event of Default has occurred and the requirements set forth in Sections 1273 para. 2, 1204 et seq. German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife)continuing; (c) the Administrative Agent will be entitled, where the relevant Grantor fails to fulfil its obligations under a Security Document (after the expiry of any applicable grace period), (but without obligation to do so) to perfect all Security Documents and do all things which it may consider to be required or advisable to perfect its rights thereunder; (d) the Administrative Agent will only be able to exercise a power of attorney following the occurrence of and during the continuance of an Event of Default that or if the relevant Foreign Obligor has occurred failed to comply with a further assurance or perfection obligation (and is continuingany grace period applicable thereto has expired); (ed) the provisions of each Security Collateral Document will not be unduly burdensome on the Grantor Foreign Obligor or interfere unreasonably with the operation of its business, will be limited to those required by local law to create or perfect security interests maintain effective and perfected Liens and will not impose new commercial obligations; accordingly, they shall not contain additional representations or undertakings unless the same are consistent with those contained ; (e) in the other Loan Collateral Documents there will be no repetition or extension of clauses set out in the Agreement such as those relating to notices, cost and expenses, indemnities, tax gross-up, distribution of proceeds and (unless required by local law) release of Liens; representations and undertakings shall be included in the Collateral Documents only to the extent required by local law in order to create create, perfect or perfect maintain the security interest Liens expressed to be created thereby or to the extent material if such representations and undertakings are customary under in accordance with local lawmarket practice; (f) information, such as lists of assetsassets (including receivables) and site maps in respect of the location of fixed assets subject to Liens, shall will be provided if, and only to the extent, required by local law (except in the case of the opening of new bank accounts where notification of such new bank accounts shall be given promptly to the Administrative Agent) to be provided in order to perfect or register the security interest or to comply with supervisory obligations and Liens and, when required, shall be provided annually (unless required more frequently under local law or to comply with supervisory obligationslaw) or, whilst an Event of Default is continuing, on the Administrative Agent’s reasonable request;; and (g) Security the Collateral Documents will, where possible and practical, automatically create security interests Liens over future assets of the same type as those already secured; , and where local law requires supplemental pledges or additional Security Collateral Documents to be delivered in respect of future acquired assets in order for effective security interest Liens to be created over that class of asset, such supplemental pledges or Security Collateral Documents shall be provided at intervals no more frequent than three months annually (unless required more frequently under local law), or, in the case of any supplemental list of assets only (as opposed to a supplemental agreement), no more frequently than annually; and (h) Reference to article L. 521-3 of the French Code de Commerce and article 2348 of the French Code Civil shall be included in the relevant French law governed Security Documents.

Terms of Security Documents. The following principles will be reflected in the terms of any security interest taken as part of the transaction contemplated by this agreementtransaction: (a) the security interest shall will be first ranking, to the extent possible, subject in any event to the liens permitted under Section 6.02 of the Credit Agreement; (b) security interests will (to the extent possible under local law) not be enforceable unless an Event of Default or (as defined in the Credit Agreement or, following the incurrence of any other required enforcement event under applicable local law Additional Senior Secured Indebtedness, the First Lien Intercreditor Agreement) has occurred and that is continuing provided that (i) any pledge (pandrecht) governed by Dutch law security interests shall not be enforceable unless an Event of Default has occurred and is continuing which has resulted in a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the obligations secured by such pledge (an Enforcement Event), (ii) any pledge governed by the laws of the Czech Republic security interests shall not be enforceable unless the secured receivables are not paid when due, (iii) any pledge governed by Swiss law shall not be enforceable unless the relevant Secured Obligations have become due (fällig) and payable, and (iv) any pledge governed by German law shall not be enforceable unless an Event of Default has occurred and the requirements set forth in Sections 1273 para. 2, 1204 et seq. German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife)continuing; (c) the Administrative Agent will any representations, warranties or undertakings which are required to be entitled, where the relevant Grantor fails to fulfil its obligations under a included in any Security Document shall reflect (after to the expiry extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in the applicable Loan Documents) the commercial deal set out in the Loan Documents (save to the extent that the applicable local counsel agree that it is necessary to include any applicable grace periodfurther provisions (or deviate from those contained in the Loan Documents) in order to protect or preserve the security granted to the Secured Parties), (but without obligation to do so) to perfect all Security Documents and do all things which it may consider to be required or advisable to perfect its rights thereunder; (d) the Administrative Agent will only be able to exercise a power of attorney following an Event of Default that has occurred and is continuing; (e) the provisions of each Security Document security document will not be unduly burdensome on the Grantor relevant Loan Party granting such security or interfere unreasonably with the operation of its business, business and will be limited to those required by local law to create or perfect effective security interests and will not impose new unreasonable commercial obligations; accordingly, they shall not contain additional representations or undertakings unless the same are consistent with those contained in the other Loan Documents or to the extent required by local law in order to create or perfect the security interest expressed to be created thereby or to the extent material and customary under local law; (fe) information, such as lists of assets, shall will be provided if, if and only to the extent, extent (i) required by local law (except in the case of the opening of new bank accounts where notification of such new bank accounts shall be given promptly to the Administrative Agent) to be provided in order to create, enforce, perfect or register the security interest or (ii) necessary or advisable to comply with supervisory obligations and shall enforce the security, provided that such information need not be provided annually by the Loan Parties pursuant to this subclause (unless required ii) more frequently under local law or to comply with supervisory obligations) or, whilst than annually unless an Event of Default has occurred (or, in the case of third party trade debtors, unless a Default has occurred which is continuing), on and in each case that information can be provided without breaching confidentiality requirements or damaging business relationships; (f) the Administrative Agent’s reasonable requestCollateral Agent and Secured Parties shall be able to exercise a power of attorney only following the occurrence of an Event of Default or if the relevant Loan Party granting such security has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure; (g) Security Documents security will, where possible and practical, automatically create security interests over future assets of the same type as those already secured; where ; (h) notification of receivables security to third-party trade debtors shall not be given unless a Default has occurred and is continuing and for intercompany receivables notification may be given at the time such security is granted to the extent required by local law requires supplemental pledges to perfect such security or additional Security Documents to be delivered if a Default has occurred and is continuing; (i) in respect of future acquired assets the share pledges, until an Event of Default has occurred, the pledgors shall be permitted to retain and to exercise voting rights to any shares pledged by them in order for effective a manner which does not adversely affect the validity or enforceability of the security interest or cause an Event of Default to occur and the subsidiaries of the pledgors should be created over permitted to pay dividends upstream on pledged shares to the extent permitted under the Loan Documents; (j) in respect of bank accounts (and cash therein), the Collateral Agent agrees with the relevant Loan Party that class the Collateral Agent shall not give any instructions or withhold any withdrawal rights from such Loan Party, unless an Event of assetDefault has occurred and is continuing, such supplemental pledges or or, after giving effect to any withdrawal, would occur;\ (k) the Security Documents shall be provided at intervals no more frequent than three months (unless required more frequently not operate so as to prevent transactions that are permitted under local law), or, in the case of any supplemental list of assets only (as opposed Loan Documents or to a supplemental agreement), no more frequently than annuallyrequire additional consents or authorizations; and (hl) Reference each Security Document shall contain a release clause requiring the Collateral Agent to article L. 521-3 release the security constituted thereby as follows: (i) Upon (x) the secured obligations being discharged in full and none of the French Code de Commerce and article 2348 Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the security providers or any other person under any of the French Code Civil shall Loan Documents or (y) the security provider ceasing to be included in either a Borrower or a Guarantor (as the case may be), then the Collateral Agent shall, at the request and cost of the Loan Parties, release and cancel the security of such security provider and procure the reassignment to the security provider of the property and assets assigned to the Collateral Agent pursuant to the relevant French law governed Security Documents. (ii) In connection with (w) any permitted disposal of any property that is subject to a Security Document, (x) any sale or other disposition of any property otherwise permitted by the Loan Documents that is subject to a Security Document, (y) any sale or other disposition of any property that is subject to a Security Document where the Applicable Authorized Representative has consented to the disposal pursuant to the Loan Documents or (z) any sale or any other disposition of any property pursuant to a merger, consolidation, reorganization, winding-up, securitization or sale and leaseback permitted by the Loan Documents, to the extent necessary to ensure that such merger, consolidation, reorganization, winding-up, securitization or sale and leaseback can take place, (x) the Collateral Agent shall, at the request and cost of the Loan Parties, release and cancel the security of such security provider and procure the reassignment to the security provider of the property and assets assigned to the Collateral Agent pursuant to the relevant Security Document, provided that, to the extent that the disposal of such property is a sale or disposition otherwise permitted by the Loan Documents, the property shall be declared to be automatically released from the security with effect from the day of such disposal and (y) the Collateral Agent and the Applicable Authorized Representative shall each do all such acts and execute and deliver all such documents which are reasonably requested by the Loan Parties in order to release such property. AFFILIATE SUBORDINATION AGREEMENT dated as of [•], 20[•] (this “Agreement”), among UCI HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), the subordinated lenders listed on Schedule I hereto and any additional person that becomes a party hereto as a subordinated lender after the date hereof (each, a “Subordinated Lender” and collectively, the “Subordinated Lenders”), the guarantors listed on Schedule II hereto and any additional person that becomes a party hereto as a guarantor after the date hereof (each, a “Guarantor” and collectively, the “Guarantors”) and CREDIT SUISSE AG, as administrative agent (the “Administrative Agent”) under the Credit Agreement (as defined below). Reference is made to the Credit Agreement dated as of January 26, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among UNCLE ACQUISITION 2010 CORP, a Delaware corporation (to be merged with and into UCI INTERNATIONAL, INC.), UCI INTERNATIONAL, INC., a Delaware Corporation (as successor by merger to UNCLE ACQUISITION 2010 CORP), Holdings, UCI ACQUISITION HOLDINGS (NO. 1) CORP, a Delaware corporation, UCI ACQUISITION HOLDINGS (NO. 2) CORP, a Delaware corporation, the Subsidiary Guarantors, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Except as otherwise set forth therein, the ability under Section 6.01(c) of the Credit Agreement of any Loan Party to incur Indebtedness to any Subsidiary that is not a Loan Party is conditioned upon the execution and delivery by such Subsidiary that is not a Loan Party and such Loan Party of an agreement in the form hereof pursuant to which such Subsidiary that is not a Loan Party agrees to subordinate its rights with respect to the Subordinated Obligations (as defined below) to the rights of the Secured Parties under the Credit Agreement and the other Loan Documents, all on the terms set forth herein. Accordingly, each Subordinated Lender, each Guarantor and the Administrative Agent, on behalf of itself and each Secured Party (and each of their respective successors or permitted assigns), hereby agrees as follows:

Terms of Security Documents. The following principles will be reflected in the terms of any security interest Lien taken as part of the transaction contemplated by this agreementAgreement: (a) the security interest shall Lien will be first ranking, ranking to the extent possiblesuch concept or a similar concept is applicable in the foreign jurisdiction, subject in to (i) any event to the liens nonconsensual Liens and other Liens mandatorily preferred by any applicable law and permitted under Section 6.02 7.01 of the Credit Agreement, and (ii) pari passu Liens related to New Incremental Notes, Refinancing Notes and Permitted Additional Debt; (b) security interests no Lien will not be enforceable unless an Event until the occurrence of Default or any other required enforcement event under applicable local law has occurred and is continuing provided that (i) any pledge (pandrecht) governed by Dutch law security interests shall not be enforceable unless an Event of Default has occurred and is continuing which has resulted in a default (verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the obligations secured by such pledge (an Enforcement Event), (ii) any pledge governed by the laws of the Czech Republic security interests shall Event that has not be enforceable unless the secured receivables are not paid when due, (iii) any pledge governed by Swiss law shall not be enforceable unless the relevant Secured Obligations have become due (fällig) and payable, and (iv) any pledge governed by German law shall not be enforceable unless an Event of Default has occurred and the requirements set forth in Sections 1273 para. 2, 1204 et seq. German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife)been cured or waived; (c) the Administrative Agent granting of Liens will be entitled, where the relevant Grantor fails subject to fulfil its obligations under a Security Document (after the expiry of any applicable grace periodSection 1(b)(v), (but without obligation to do so) to perfect all Security Documents and do all things which it may consider to be required or advisable to perfect its rights thereunderabove; (d) the Administrative Agent Secured Parties will only be able to exercise a power of attorney following the occurrence of an Enforcement Event that has not been cured or waived upon giving notice to the applicable Foreign Obligor (provided that such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default that has occurred and is continuingunder Section 8.01(f) or (g) of the Agreement); (e) the maximum guaranteed or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties where the benefit of increasing the guarantee or secured amount is disproportionate to the level of such fees, taxes and duties provided that the relevant Foreign Obligor shall use commercially reasonable endeavors to overcome such obstacles; (f) the provisions of each Security Collateral Document will not be unduly burdensome on the Grantor Foreign Obligor or interfere unreasonably with the operation of its business, will be limited save to those the extent required by local law to create or perfect security interests maintain effective Liens and will not impose new commercial obligations; accordingly, they shall not contain additional representations or undertakings unless the same are consistent with those contained in the other Loan Documents or to the extent required by local law in order to create or perfect the security interest expressed to be created thereby or to the extent material and customary under local law; (f) information, such as lists of assets, shall be provided if, and only to the extent, required by local law (except in the case of the opening of new bank accounts where notification of such new bank accounts shall be given promptly to the Administrative Agent) to be provided in order to perfect or register the security interest or to comply with supervisory obligations and shall be provided annually (unless required more frequently under local law or to comply with supervisory obligations) or, whilst an Event of Default is continuing, on the Administrative Agent’s reasonable request; (g) Security Documents will, where possible and practical, automatically create security interests over future assets of the same type as those already secured; where local law requires supplemental pledges or additional Security Documents to be delivered in respect of future acquired assets in order for effective security interest to be created over that class of asset, such supplemental pledges or Security Documents shall be provided at intervals no more frequent than three months (unless required more frequently under local law), or, in the case of any supplemental list of assets only (as opposed to a supplemental agreement), no more frequently than annually; and (h) Reference to article L. 521-3 of the French Code de Commerce and article 2348 of the French Code Civil shall be included in the relevant French law governed Security Documents.