Common use of Guarantees and Other Contingent Obligations Clause in Contracts

Guarantees and Other Contingent Obligations. The Borrower and its Consolidated Subsidiaries shall not guarantee, endorse or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Indebtedness of such Person or through the purchase of Goods, supplies or services, or maintenance of working capital or other balance sheet covenants or conditions, or by way of stock purchase, capital contribution, advance or loan for the purpose of paying or discharging any Indebtedness or obligation of such Person or otherwise, except: (a) for endorsements of negotiable Instruments for collection in the ordinary course of business; (b) that they may indemnify their officers, directors and managers to the extent permitted under the laws of the State in which they are organized and may indemnify (in the customary manner) underwriters and any selling shareholders in connection with any public offering of the Borrower’s securities; (c) so long as (i) no Default or Event of Default is then outstanding or would result therefrom, (ii) the Borrower and its Consolidated Subsidiaries are in pro forma compliance with Section 6.4 after giving effect to the applicable guarantee, and (iii) such guarantee is at all times unsecured, the Borrower and its Consolidated Subsidiaries may guaranty one another’s Indebtedness, (d) as permitted under Section 6.12, and (e) guarantees of Indebtedness of Excluded Subsidiaries subject to pro forma compliance with Section 6.4 and the other limitations on transactions between Excluded Subsidiaries and the Borrower and those Subsidiaries that are not Excluded Subsidiaries.

Guarantees and Other Contingent Obligations. The Borrower and its Consolidated Subsidiaries Financial Covenant Entities (other than Excluded Subsidiaries) shall not guarantee, endorse or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Indebtedness of such Person or through the purchase of Goods, supplies or services, or maintenance of working capital or other balance sheet covenants or conditions, or by way of stock purchase, capital contribution, advance or loan for the purpose of paying or discharging any Indebtedness or obligation of such Person or otherwise, except: (a) for endorsements of negotiable Instruments for collection in the ordinary course of business; (b) that they may indemnify their officers, directors and managers to the extent permitted under the laws of the State in which they are organized and may indemnify (in the customary manner) underwriters and any selling shareholders in connection with any public offering of the Borrower’s securities; (c) so long as (i) no Default or Event of Default is then outstanding or would result therefrom, (ii) the Borrower and its Consolidated Subsidiaries Financial Covenant Entities (other than Excluded Subsidiaries) are in pro forma compliance with Section 6.4 after giving effect to the applicable guarantee, and (iii) such guarantee is at all times unsecured, the Borrower and its Consolidated Subsidiaries Financial Covenant Entities (other than Excluded Subsidiaries) may guaranty one another’s Indebtedness, (d) as permitted under Section 6.12, (e) the Borrower may guarantee the Rail Group Indebtedness so long as the amount of the obligations under such guarantee are reduced dollar-for-dollar as the principal amount of such Rail Group Indebtedness is repaid and (ef) guarantees of Indebtedness of Excluded Subsidiaries subject to pro forma compliance with Section 6.4 and the other limitations on transactions between Excluded Subsidiaries and the Borrower and those Subsidiaries that are not Excluded Subsidiaries.

Guarantees and Other Contingent Obligations. The Borrower and its Consolidated Subsidiaries consolidated subsidiaries shall not guarantee, endorse or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Indebtedness of such Person or through the purchase of Goods, supplies or services, or maintenance of working capital or other -43- balance sheet covenants or conditions, or by way of stock purchase, capital contribution, advance or loan for the purpose of paying or discharging any Indebtedness indebtedness or obligation of such Person or otherwise, except: (a) for endorsements of negotiable Instruments for collection in the ordinary course of business; (b) that they may indemnify their officers, directors and managers to the extent permitted under the laws of the State in which they are organized and may indemnify (in the customary manner) underwriters and any selling shareholders in connection with any public offering of the Borrower’s securities; (c) so long as (i) no Default or Event of Matured Default is then outstanding or would result therefrom, (ii) the Borrower and its Consolidated Subsidiaries consolidated subsidiaries are in pro forma compliance with Section 6.4 7.4 after giving effect to the applicable guarantee, and (iii) such guarantee is at all times unsecured, the Borrower and its Consolidated Subsidiaries may guaranty one another’s Indebtednessthe Indebtedness of its consolidated subsidiaries and a consolidated subsidiary may guaranty the Indebtedness of the Borrower or any other consolidated subsidiary, (d) as permitted under Section 6.12, 8.3 and (e) guarantees of Indebtedness of Excluded Subsidiaries subject to pro forma compliance with Section 6.4 and the other limitations on transactions between Excluded Subsidiaries and the Borrower and those Subsidiaries that may guarantee the Rail Group Indebtedness so long as the amount of the obligations under such guarantee are not Excluded Subsidiariesreduced dollar-for-dollar as the principal amount of such Rail Group Indebtedness is repaid.

Guarantees and Other Contingent Obligations. The Borrower and its Consolidated Subsidiaries consolidated subsidiaries shall not guarantee, endorse or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Indebtedness of such Person or through the purchase of Goods, supplies or services, or maintenance of working capital or other balance sheet covenants or conditions, or by way of stock purchase, capital contribution, advance or loan for the purpose of paying or discharging any Indebtedness indebtedness or obligation of such Person or otherwise, except: (a) for endorsements of negotiable Instruments for collection in the ordinary course of business; (b) that they may indemnify their officers, directors and managers to the extent permitted under the laws of the State in which they are organized and may indemnify (in the customary manner) underwriters and any selling shareholders in connection with any public offering of the Borrower’s securities; (c) so long as (i) no Default or Event of Matured Default is then outstanding or would result therefrom, (ii) the Borrower and its Consolidated Subsidiaries consolidated subsidiaries are in pro forma compliance with Section 6.4 7.4 after giving effect to the applicable guarantee, and (iii) such guarantee is at all times unsecured, the Borrower and its Consolidated Subsidiaries may guaranty one another’s Indebtednessthe Indebtedness of its consolidated subsidiaries and a consolidated subsidiary may guaranty the Indebtedness of the Borrower or any other consolidated subsidiary, or (d) as permitted under Section 6.12, and (e) guarantees of Indebtedness of Excluded Subsidiaries subject to pro forma compliance with Section 6.4 and the other limitations on transactions between Excluded Subsidiaries and the Borrower and those Subsidiaries that are not Excluded Subsidiaries8.3.