Common use of Additional Guarantees Clause in Contracts

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000, or (iii) any Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness in excess of $1,000,000, then the Company shall, at the time of such transfer, acquisition or incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness (if not then a Subsidiary Guarantor) to execute a Guarantee of the Obligations of the Company under the Notes in the form set forth in Exhibit E hereto and (ii) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make an Investment (which does not constitute a Permitted Investment) in any Restricted Subsidiary of the Company without compliance with this Section 4.20 provided that such Investment is otherwise permitted by Section 4.10.

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries shall, after the date of this Indenturehereof, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,0001.0 million, or (iii) any Restricted Subsidiary other than a Foreign foreign Subsidiary shall incur Indebtedness Acquired Debt in excess of $1,000,0001.0 million, then the Company shall, at the time of such transfer, acquisition or incurrence, (iA) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company under the Notes in the form set forth in Exhibit E and substance substantially similar to EXHIBIT D hereto and (iiB) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Note Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring IndebtednessAcquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make an a Restricted Investment (which does not constitute a Permitted Investment) in any Wholly Owned Restricted Subsidiary of the Company without compliance with this Section 4.20 4.19, provided that such Restricted Investment is otherwise permitted by Section 4.104.07 hereof.

Additional Guarantees. If (i) the Company Issuer or any of its Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign SubsidiaryGuarantor, (ii) the Company Issuer or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,0001.0 million, or (iii) any Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness in excess of $1,000,000Acquired Debt, then the Company Issuer shall, at the time of such transfer, acquisition or incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company under the Notes Issuer hereunder in the form set forth in Exhibit E hereto this Indenture and (ii) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring IndebtednessAcquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance bankruptcy and equitable principles. Notwithstanding the foregoing, the Company Issuer or any of its Restricted Subsidiaries may make an a Restricted Investment (which does not constitute a Permitted Investment) in any Wholly Owned Restricted Subsidiary of the Company Issuer without compliance with this Section 4.20 4.16 provided that such Restricted Investment is otherwise permitted by Section 4.104.07.

Additional Guarantees. If (i) If the Company Issuers or any of its their respective Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) the Company if Foamex or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,0001.0 million, or (iii) if any Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness Acquired Debt in excess of $1,000,0001.0 million, then the Company Issuers shall, at the time of such transfer, acquisition or incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company Issuers under the Senior Subordinated Notes in the form set forth in Exhibit E hereto this Indenture and (ii) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Note Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring IndebtednessAcquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company Issuers or any of its their Restricted Subsidiaries may make an a Restricted Investment (which does not constitute a Permitted Investment) in any Wholly Owned Restricted Subsidiary of the Company Issuers without compliance with this Section 4.20 covenant provided that such Restricted Investment is otherwise permitted by Section 4.104.07.

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries shall, after the date of this Indenturehereof, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,0001.0 million, or (iii) any Restricted Subsidiary other than a Foreign foreign Subsidiary shall incur Indebtedness Acquired Debt in excess of $1,000,0001.0 million, then the Company shall, at the time of such transfer, acquisition or incurrence, (iA) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company under the Notes in the form set forth in Exhibit E and substance substantially similar to EXHIBIT D hereto and (iiB) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Note Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring IndebtednessAcquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make an a 52 61 Restricted Investment (which does not constitute a Permitted Investment) in any Wholly Owned Restricted Subsidiary of the Company without compliance with this Section 4.20 4.19, provided that such Restricted Investment is otherwise permitted by Section 4.104.7 hereof.

Additional Guarantees. If (i) if the Company or any of its Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign SubsidiaryGuarantor, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,0001.0 million, or (iii) any Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness in excess of $1,000,000Acquired Debt, then the Company shall, at the time of such transfer, acquisition or incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness Acquired Debt (if not then a Subsidiary Guarantor) to execute a Guarantee of the Obligations of the Company under the Notes hereunder in the form set forth in Exhibit E hereto herein and (ii) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring IndebtednessAcquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance bankruptcy and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make an a Restricted Investment (which does not constitute a Permitted Investment) in any Wholly Owned Restricted Subsidiary of the Company without compliance with this Section 4.20 4.17 provided that such Restricted Investment is otherwise permitted by Section 4.104.07 hereof. No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company) whether or not affiliated with such Guarantor unless: (i) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under its Guarantee, the Notes and this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) such Guarantor, or any Person formed by or surviving any such consolidation or merger, (a) would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Guarantor immediately preceding the transaction and (b) would be permitted by virtue of the Company's pro forma Fixed Charge Coverage Ratio to incur, immediately after giving effect to such transaction, at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor) shall be released and relieved of any obligations under its Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions hereof. In the event the Board of Directors designates a Guarantor to be an Unrestricted Subsidiary, such Guarantor will be released and relieved of any obligation under its Guarantee, provided that such designation is conducted in accordance with the applicable provisions hereof including, but not limited to, Section 4.07.

Additional Guarantees. If (i) If the Company Issuers or any of its their respective Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) the Company if Foamex or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,0001.0 million, or (iii) if any Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness Acquired Debt in excess of $1,000,0001.0 million, then the Company Issuers shall, at the time of such transfer, acquisition or incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company Issuers under the Senior Subordinated Notes in the form set forth in Exhibit E hereto this Indenture and (ii) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Note Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring IndebtednessAcquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company Issuers or any of its their Restricted Subsidiaries may make an a Restricted Investment (which does not constitute a Permitted Investment) in any Wholly Owned Restricted Subsidiary of the Company Issuers without compliance with this Section 4.20 covenant provided that such Restricted Investment is otherwise permitted by Section 4.104.7.

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries shall, after the date of this Indenturehereof, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,0001.0 million, or (iii) any Restricted Subsidiary other than a Foreign foreign Subsidiary shall incur Indebtedness Acquired Debt in excess of $1,000,0001.0 million, then the Company shall, at the time of such transfer, acquisition or incurrence, (iA) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company under the Notes in the form set forth in Exhibit E and substance substantially similar to EXHIBIT D hereto and (iiB) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Note Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring IndebtednessAcquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make an a 52 65 Restricted Investment (which does not constitute a Permitted Investment) in any Wholly Owned Restricted Subsidiary of the Company without compliance with this Section 4.20 4.19, provided that such Restricted Investment is otherwise permitted by Section 4.104.7 hereof.

Additional Guarantees. If any Domestic Restricted Subsidiary (i) other than any Securitization Subsidiary that has entered into or established a Permitted Securitization Program), whether existing on the date of this Indenture or hereafter acquired or formed by the Company, incurs any Indebtedness (other than intercompany Indebtedness and Intercompany Bonds between or among such Domestic Restricted Subsidiary and the Company or any of its Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferredSubsidiaries), including by way of any Investment, in one or a series of transactions (whether or not related)without limitation, any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith Guaranteed Indebtedness contemplated by the Board of Directors) in excess of $1,000,000 to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000, or (iii) any Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness in excess of $1,000,000Section 4.17 hereof, then the Company shallshall cause any such Domestic Restricted Subsidiary to, at within ten Business Days of the time of date on which any such transfer, acquisition or incurrenceDomestic Restricted Subsidiary became so obligated, (ia) cause execute and deliver to the Trustee a supplemental indenture in form and substance substantially in the form of Exhibit E attached hereto and reasonably satisfactory to the Trustee pursuant to which such transferee, acquired Domestic Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness (if not then a Subsidiary Guarantor) to execute a Guarantee shall unconditionally guarantee, all of the Obligations of the Company Company’s obligations under the Notes in and this Indenture (including the form payment of principal, premium, if any, and interest on the Notes) on the terms set forth in Exhibit E hereto herein and therein and (iib) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring IndebtednessCounsel that, subject to customary exceptions for bankruptcyassumptions and exclusions, fraudulent conveyance such supplemental indenture has been duly executed and equitable principlesdelivered by such Restricted Subsidiary. Notwithstanding the foregoing, Any Domestic Restricted Subsidiary that becomes a Guarantor shall remain a Guarantor unless (i) designated an Unrestricted Subsidiary by the Company or any of its Restricted Subsidiaries may make an Investment (which does not constitute a Permitted Investment) in any Restricted Subsidiary of the Company without compliance accordance with this Indenture; (ii) otherwise released from its obligations as a Guarantor pursuant to Section 4.20 provided that such Investment is 10.05 hereof; or (iii) the circumstances giving rise to the obligation to provide a Subsidiary Guarantee under Section 4.17 or otherwise permitted by pursuant to this Section 4.10no longer exist.

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries shall, after the date of this Indenture, transfer transfers or cause causes to be transferred, including by way of any Investment, in one transaction or a series of transactions (whether or not related)related transactions, any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 Property to any Domestic Restricted Subsidiary that is not a Subsidiary Guarantor Guarantor, or a Foreign Subsidiary, (ii) if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market book value (as determined in good faith by the Board of Directors) in excess of $1,000,000500,000, then such transferee or (iii) any acquired or other Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness in excess of $1,000,000, then the Company shall, at the time of such transfer, acquisition or incurrence, : (i1) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness (if not then a Subsidiary Guarantor) to execute a Guarantee of the Obligations of the Company under the Notes in the form set forth in Exhibit E hereto and (ii) deliver to --------- the Trustee an Opinion of Counsel, a supplemental indenture in form reasonably satisfactory to the Trustee, Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Opinion of Counsel that such Guarantee is supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such transfereeRestricted Subsidiary, acquired provided that, in connection with any such Restricted Subsidiary or that becomes such a Restricted Subsidiary incurring Indebtednesson the date of the Acquisition as the result thereof, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding such Opinion of Counsel may assume that the foregoing, applicable law of the Company or any jurisdiction of its Restricted Subsidiaries may make an Investment (which does not constitute a Permitted Investment) in any formation of such Restricted Subsidiary is substantially the same as that of the Company without compliance with another jurisdiction named in such Opinion of Counsel. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Section 4.20 provided that such Investment is otherwise permitted by Section 4.10Indenture.

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries shall, after the date of this Indenturehereof, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000 1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,0001.0 million, or (iii) any Restricted Subsidiary other than a Foreign foreign Subsidiary shall incur Indebtedness Acquired Debt in excess of $1,000,0001.0 million, then the Company shall, at the time of such transfer, acquisition or incurrence, (iA) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Indebtedness Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company under the Notes in the form set forth in Exhibit E and substance substantially similar to EXHIBIT D hereto and (iiB) deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Note Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring IndebtednessAcquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make an a 52 69 Restricted Investment (which does not constitute a Permitted Investment) in any Wholly Owned Restricted Subsidiary of the Company without compliance with this Section 4.20 4.19, provided that such Restricted Investment is otherwise permitted by Section 4.104.7 hereof.