Common use of Guarantees and Other Liabilities Clause in Contracts

Guarantees and Other Liabilities. Contract, create, incur, assume or permit to exist, or permit any Subsidiary to contract, create, assume or permit to exist, any Guarantee Obligations, except (i) Guarantee Obligations of a Loan Party in respect of Debt or other obligations of the Company or a Subsidiary of the Company, if such Debt or other obligations are then permitted under this Agreement, (ii) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (iii) Guarantee Obligations constituting Investments of the Company and its Subsidiaries permitted hereunder, (iv) (A) to the extent constituting Guarantee Obligations, Letters of Credit issued to support Foreign Subsidiaries and other Non-Loan Parties so long as such Guarantee Obligations and all other Investments in Foreign Subsidiaries and other Non-Loan Parties under Section 5.02(g)(xii) do not exceed $60,000,000 in the aggregate at any time outstanding and (B) any other support arrangements supporting Debt permitted under Section 5.02(b)(x) that are in form and substance reasonably satisfactory to the Required Lenders, (v) any Guarantee Obligation or guaranty of Debt or other obligations of any Non-Loan Party by another Non-Loan Party, (vi) guarantees by the Company (which shall not be secured by assets of the Company) of contribution obligations existing on the Effective Date of Foreign Subsidiaries to pension plans of such Foreign Subsidiaries not to exceed $25,000,000 at any one time outstanding, (vii) guarantees of Debt of Joint Ventures of the Company or any Subsidiary so long as such Guarantee Obligations, if the amounts thereof were Investments under Section 5.02(g), would be permitted Investments under Section 5.02(g); (viii) the Guaranty; (ix) Guarantee Obligations outstanding on the Effective Date that are in each case permitted under the Existing DIP Agreement that is in effect on the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect)); (x) Guarantee Obligations in respect of Debt incurred in reliance on Section 5.02(b)(xii); and (xi) Guarantee Obligations in respect of (or constituting) Debt incurred or assumed in reliance on Section 5.02(b)(viii), 5.02(b)(xiii), or 5.02(b)(xx).

Guarantees and Other Liabilities. Contract, create, incur, assume or permit to exist, or permit any Restricted Subsidiary to contract, create, assume or permit to exist, any Guarantee Obligations, except (i) Guarantee Obligations of a Loan Party in respect of Debt or other obligations of the Company or a Subsidiary of the Company, if such Debt or other obligations are then permitted under this Agreement, (ii) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (iii) Guarantee Obligations constituting Investments of the Company and its Restricted Subsidiaries permitted hereunder, (iv) (A) to the extent constituting Guarantee Obligations, Letters of Credit issued to support Foreign Subsidiaries and other Non-Loan Parties so long as such Guarantee Obligations and all other Investments in Foreign Subsidiaries and other Non-Loan Parties under Section 5.02(g)(xii) do not exceed the greater of $60,000,000 100,000,000 (or the Equivalent thereof in foreign currencies) and 4.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of each such Guarantee Obligations) in the aggregate at any time outstanding and (B) any other support arrangements supporting Debt permitted under Section 5.02(b)(x) that are in form and substance reasonably satisfactory to the Required Lenders, (v) any Guarantee Obligation or guaranty of Debt or other obligations of any Non-Loan Party by another Non-Loan Party, (vi) guarantees by the Company (which shall not be secured by assets of the Company) of contribution obligations existing on the Effective Date of Foreign Subsidiaries to pension plans of such Foreign Subsidiaries not to exceed the greater of $25,000,000 50,000,000 (or the Equivalent thereof in foreign currencies) and 2.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of each such Guarantee Obligations) at any one time outstanding, (vii) guarantees of Debt of Joint Ventures of the Company or any Subsidiary so long as such Guarantee Obligations, if the amounts thereof were Investments under Section 5.02(g), would be permitted Investments under Section 5.02(g); (viii) the Guaranty; (ix) Guarantee Obligations outstanding on the Effective Date that are in each case permitted under the Existing DIP Agreement Facility that is in effect on immediately prior to the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect))Date; (x) Guarantee Obligations in respect of Debt incurred in reliance on Section 5.02(b)(xii); and (xi) Guarantee Obligations in respect of (or constituting) Debt incurred or assumed in reliance on Section 5.02(b)(viii), 5.02(b)(xiii), or 5.02(b)(xx).. 122 Chemtura (Revolving Facility) Credit Agreement

Guarantees and Other Liabilities. Contract, create, incur, assume or permit to exist, or permit any Subsidiary to contract, create, assume or permit to exist, any Guarantee Obligations, except (i) Guarantee Obligations of a Loan Party in respect of Debt or other obligations of the Company Borrower or a Subsidiary of the CompanyBorrower, if such Debt or other obligations are then permitted under this Agreement, (ii) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (iii) Guarantee Obligations constituting Investments of the Company Borrower and its Subsidiaries permitted hereunder, (iv) (A) to the extent constituting Guarantee Obligations, Letters letters of Credit credit issued to support Foreign Subsidiaries and other Non-Loan Parties Parties, so long as such Guarantee Obligations and all other Investments in Foreign Subsidiaries and other Non-Loan Parties under Section 5.02(g)(xii5.02(g)(iii) do not exceed $60,000,000 75,000,000 in the aggregate at any time outstanding outstanding, and (B) any other support arrangements supporting Debt permitted under Section 5.02(b)(x) that are in form and substance reasonably satisfactory to the Required LendersStandard Receivables Undertakings, (v) any Guarantee Obligation or guaranty of Debt or other obligations of any Non-Loan Party by another Non-Loan Party, (vi) guarantees by the Company Borrower (which shall not be secured by assets of the CompanyBorrower) of contribution obligations existing on the Effective Funding Date of Foreign Subsidiaries to pension plans of such Foreign Subsidiaries not to exceed $25,000,000 at any one time outstanding, (vii) guarantees of Debt of Joint Ventures of (A) the Company or (B) any Subsidiary so long as such Guarantee Obligations, if the amounts thereof were Investments under Section 5.02(g), would be permitted Investments under Section 5.02(g)Subsidiary; (viii) the Guaranty; (ix) Guarantee Obligations outstanding on the Effective Escrow Release Date that are in each case permitted under the Existing DIP Agreement that is in effect on the Effective Funding Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect))) and (in the case of the Loan Parties) contemplated under (and remaining outstanding on the Escrow Release Date in accordance with) the Plan and/or the Disclosure Statement; and (x) Guarantee Obligations in respect of Debt incurred in reliance on Section 5.02(b)(xii); and (xi) Guarantee Obligations in respect of (or constituting) constituting Debt incurred or assumed in reliance on Section 5.02(b)(viii), 5.02(b)(xiii), ) or 5.02(b)(xx).

Guarantees and Other Liabilities. ContractPurchase or repurchase (or agree, createcontingently or otherwise, incur, assume or permit so to existdo) the Indebtedness of, or permit assume, guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance of any Subsidiary to contractobligation or capability of so doing, createor otherwise), assume endorse or permit to existotherwise become liable, directly or indirectly, in connection with the obligations, stock or dividends of any Guarantee ObligationsPerson, except except: (i) Guarantee Obligations for any guaranty permitted by Section 6.03(iii)(B) or Section 6.03(iv)(C), (ii) for any guaranty by the Borrower or any Guarantor of obligations (other than Indebtedness) of the Borrower or any Guarantor if incurrence of the underlying obligations is permitted under this Agreement; (iii) for any guaranty by the Borrower or any Guarantor (including without limitation any guaranty consisting of a Loan Party in respect Letter of Debt Credit issued for the account of a Foreign Subsidiary pursuant to Section 2.03(a)) of the Indebtedness or other obligations of any Foreign Subsidiary, provided that (A) if such guaranty is of Indebtedness of a Foreign Subsidiary, such Indebtedness is permitted under Section 6.03 and if such guaranty is of other obligations of a Foreign Subsidiary, the Company or a incurrence of such other obligations is permitted under this Agreement and (B) the aggregate principal amount of Indebtedness and other obligations outstanding at any time that are guaranteed pursuant to guarantees permitted by this Section 6.06(iii) shall not exceed $5,000,000, (iv) for any guaranty by any Foreign Subsidiary of obligations of any other Foreign Subsidiary if incurrence of the Company, if such Debt or other underlying obligations are then is permitted under this Agreement, ; (iiv) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, ; (iii) Guarantee Obligations constituting Investments of the Company and its Subsidiaries permitted hereunder, (iv) (Avi) to the extent constituting Guarantee Obligations, Letters of Credit issued to support Foreign Subsidiaries and other Non-Loan Parties so long as such Guarantee Obligations and all other Investments in Foreign Subsidiaries and other Non-Loan Parties under Section 5.02(g)(xii) do not exceed $60,000,000 in the aggregate at any time outstanding and (B) any other support arrangements supporting Debt permitted under Section 5.02(b)(x) that are in form and substance reasonably satisfactory to the Required Lenders, (v) any Guarantee Obligation or guaranty of Debt or other obligations of any Non-Loan Party by another Non-Loan Party, (vi) guarantees by the Company (which shall not be secured by assets of the Company) of contribution obligations existing existence on the Effective Filing Date of Foreign Subsidiaries to pension plans of such Foreign Subsidiaries not to exceed $25,000,000 at any one time outstanding, and (vii) guarantees of Debt of Joint Ventures of the Company or any Subsidiary so long as such Guarantee Obligations, if the amounts thereof were Investments under Section 5.02(g), would be permitted Investments under Section 5.02(g); (viii) the Guaranty; (ix) Guarantee Obligations outstanding on the Effective Date that are Standard Securitization Undertakings in each case permitted under the Existing DIP Agreement that is in effect on the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse to the interests of the Lenders in more than connection with a de minimis respect)); (x) Guarantee Obligations in respect of Debt incurred in reliance on Section 5.02(b)(xii); and (xi) Guarantee Obligations in respect of (or constituting) Debt incurred or assumed in reliance on Section 5.02(b)(viii), 5.02(b)(xiii), or 5.02(b)(xx)Qualified Receivables Transaction.

Guarantees and Other Liabilities. Contract, create, incur, assume or permit to exist, or permit any Subsidiary to contract, create, assume or permit to exist, any Guarantee Obligations, except (i) Guarantee Obligations of a Loan Party in respect for any guaranty of Debt or other obligations of the Company Borrower or a Subsidiary of any Guarantor if the Company, if Borrower or such Guarantor could have incurred such Debt or other obligations are then permitted under this Agreement, (ii) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (iii) Guarantee Obligations constituting Investments of the Company Borrower and its Subsidiaries permitted hereunder, (iv) (A) Guarantee Obligations under the letter agreement dated February 25, 2009 between the Borrower and Mediofactoring Spa in effect as of the Petition Date (as such agreement may have been and may hereafter be amended, restated, supplemented or otherwise modified, so long as the terms thereof are not less favorable to the Borrower and the Lenders than as in effect on the Petition Date (except that the Permitted Modifications of the primary obligations (as defined in the definition of “Guaranteed Obligations”) guaranteed under such letter agreement are permitted), (B) to the extent constituting Guarantee Obligations, Letters of Credit issued to support Foreign Subsidiaries and other Non-Loan Parties so long as such Guarantee Obligations and all other Investments in Foreign Subsidiaries and other Non-Loan Parties under Section 5.02(g)(xii) do not exceed $60,000,000 in the aggregate at any time outstanding and (BC) any other support arrangements supporting Debt permitted under Section 5.02(b)(x) that are in form and substance reasonably satisfactory to the Required Lenders, and (v) any Guarantee Obligation or guaranty of Debt or other obligations of any Non-Loan Party by another Non-Loan Party, (vi) guarantees by the Company (which shall not be secured by assets of the Company) of contribution obligations existing on the Effective Date of Foreign Subsidiaries to pension plans of such Foreign Subsidiaries not to exceed $25,000,000 at any one time outstanding, (vii) guarantees of Debt of Joint Ventures of the Company or any Subsidiary so long as such Guarantee Obligations, if the amounts thereof were Investments under Section 5.02(g), would be permitted Investments under Section 5.02(g); (viii) the Guaranty; (ix) Guarantee Obligations outstanding on the Effective Date that are in each case permitted under the Existing DIP Agreement that is in effect on the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect)); (x) Guarantee Obligations in respect of Debt incurred in reliance on Section 5.02(b)(xii); and (xi) Guarantee Obligations in respect of (or constituting) Debt incurred or assumed in reliance on Section 5.02(b)(viii), 5.02(b)(xiii), or 5.02(b)(xx).

Guarantees and Other Liabilities. Contract, create, incur, assume or permit to exist, or permit any Restricted Subsidiary to contract, create, assume or permit to exist, any Guarantee Obligations, except (i) Guarantee Obligations of a Loan Party in respect of Debt or other obligations of the Company Borrower or a Subsidiary of the CompanyBorrower, if such Debt or other obligations are then permitted under this Agreement, (ii) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (iii) Guarantee Obligations constituting Investments of the Company Borrower and its Restricted Subsidiaries permitted hereunder, (iv) (A) to the extent constituting Guarantee Obligations, Letters letters of Credit credit issued to support Foreign Subsidiaries and other Non-Loan Parties Parties, so long as such Guarantee Obligations and all other Investments in Foreign Subsidiaries and other Non-Loan Parties under Section 5.02(g)(xii5.02(g)(iii) do not exceed the greater of $60,000,000 in 100,000,000 and 4.0% of Consolidated Net Tangible Assets (as measured at the aggregate at any time outstanding of incurrence of such Guarantee Obligors), and (B) any other support arrangements supporting Debt permitted under Section 5.02(b)(x) that are in form and substance reasonably satisfactory to the Required LendersStandard Receivables Undertakings, (v) any Guarantee Obligation or guaranty of Debt or other obligations of any Non-Loan Party by another Non-Loan Party, (vi) guarantees by the Company Borrower (which shall not be secured by assets of the CompanyBorrower) of contribution obligations existing on the Amendment No. 2 Effective Date of Foreign Subsidiaries to pension plans of such Foreign Subsidiaries not to exceed $25,000,000 at any one time outstanding, (vii) guarantees of Debt of Joint Ventures of (A) the Company or (B) any Subsidiary so long as such Guarantee Obligations, if the amounts thereof were Investments under Section 5.02(g), would be permitted Investments under Section 5.02(g)Subsidiary; (viii) the Guaranty; (ix) Guarantee Obligations outstanding on the Amendment No. 2 Effective Date that are in each case permitted under the Existing DIP this Agreement that is as in effect on the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse immediately prior to the interests of the Lenders in more than a de minimis respect))Amendment No. 2 Effective Date; and (x) Guarantee Obligations in respect of Debt incurred in reliance on Section 5.02(b)(xii); and (xi) Guarantee Obligations in respect of (or constituting) constituting Debt incurred or assumed in reliance on Section 5.02(b)(viii), 5.02(b)(xiii), ) or 5.02(b)(xx).

Guarantees and Other Liabilities. Contract, create, incur, assume or permit to exist, or permit any Subsidiary to contract, create, assume or permit to exist, any Guarantee Obligations, except (i) Guarantee Obligations of a Loan Party in respect for any guaranty of Debt or other obligations of the Company Borrower or a Subsidiary of any Guarantor if the Company, if Borrower or such Guarantor could have incurred such Debt or other obligations are then permitted under this Agreement, (ii) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (iii) Guarantee Obligations constituting Investments of the Company Borrower and its Subsidiaries permitted hereunderhereunder and, (iv) (A) Guarantee Obligations under the letter agreement dated February 25, 2009 between the Borrower and Mediofactoring Spa in effect as of the date hereofPetition Date (as such agreement may have been and may hereafter be amended, restated, supplemented or otherwise modified, so long as the terms thereof are not less favorable to the Borrower and the Lenders than as in effect on the date hereofPetition Date (except that the Permitted Modifications of the primary obligations (as defined in the definition of “Guaranteed Obligations”) guaranteed under such letter agreement are permitted) and (B, (B) to the extent constituting Guarantee Obligations, Letters of Credit issued to support Foreign Subsidiaries and other Non-Loan Parties so long as such Guarantee Obligations and all other Investments in Foreign Subsidiaries and other Non-Loan Parties under Section 5.02(g)(xii) do not exceed $60,000,000 in the aggregate at any time outstanding and (BC) any other support arrangements supporting Debt permitted under Section 5.02(b)(x) that are in form and substance reasonably satisfactory to the Required Lenders, and (v) any Guarantee Obligation or guaranty of Debt or other obligations of any Non-Loan Party by another Non-Loan Party, (vi) guarantees by the Company (which shall not be secured by assets of the Company) of contribution obligations existing on the Effective Date of Foreign Subsidiaries to pension plans of such Foreign Subsidiaries not to exceed $25,000,000 at any one time outstanding, (vii) guarantees of Debt of Joint Ventures of the Company or any Subsidiary so long as such Guarantee Obligations, if the amounts thereof were Investments under Section 5.02(g), would be permitted Investments under Section 5.02(g); (viii) the Guaranty; (ix) Guarantee Obligations outstanding on the Effective Date that are in each case permitted under the Existing DIP Agreement that is in effect on the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect)); (x) Guarantee Obligations in respect of Debt incurred in reliance on Section 5.02(b)(xii); and (xi) Guarantee Obligations in respect of (or constituting) Debt incurred or assumed in reliance on Section 5.02(b)(viii), 5.02(b)(xiii), or 5.02(b)(xx).

Guarantees and Other Liabilities. ContractPurchase or repurchase (or agree, createcontingently or otherwise, incur, assume or permit so to existdo) the Indebtedness of, or permit assume, guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance of any Subsidiary to contractobligation or capability of so doing, createor otherwise), assume endorse or permit to existotherwise become liable, directly or indirectly, for the obligations, stock or dividends of any Guarantee ObligationsPerson, except (i) Guarantee Obligations for any guarantee in existence on the Closing Date and described in Schedule 6.06, (ii) for any guaranty of a Loan Party in respect of Debt Indebtedness or other obligations (or otherwise becoming liable for any of the Company or a Subsidiary obligations) of any of the Company, Borrowers in the ordinary course of business and consistent with the past business practices with trade vendors if such Debt Indebtedness or other obligations are then permitted under by this Agreement, (iiiii) for any guaranty of Intercompany Indebtedness permitted under Section 6.10(iii), (iv) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (iiiv) Guarantee Obligations constituting Investments the indemnification obligations of the Company Parent and its the U.K. Subsidiaries permitted hereunderpursuant to the U.K. Settlement Agreement, (ivvi) the Working Capital Obligations, (Avii) for the transactions constituting the Asian Investment, the China Restructuring, the acquisition or retention of the Intercompany Loan Notes or the Intercompany Loan Notes Restructuring, (viii) in connection with the Eurofriction Investment, (1) indemnity obligations with respect to claims of Eurofriction employees and customers and (2) indemnity obligations and the guaranty of the obligations of any Borrower or Subsidiary under any agreement which that Borrower or Subsidiary enters into to acquire or retain or obtains an option to acquire the business and assets of Eurofriction, and (ix) as otherwise agreed in writing by the Administrative Agent. Notwithstanding anything in this Section 6.06 to the contrary, the Non-Debtor Foreign Subsidiaries shall be permitted (x) to purchase or repurchase (or agree, contingently or otherwise, so to do) the extent constituting Guarantee ObligationsIndebtedness of, Letters or assume, guarantee (directly or indirectly or by an instrument having the effect of Credit issued to support Foreign Subsidiaries and other assuring another’s payment or performance of any obligation or capability of so doing, or otherwise), endorse or otherwise become liable, directly or indirectly, for the obligations, stock or dividends of another Non-Loan Parties so long as such Guarantee Obligations and all other Investments Debtor Foreign Subsidiary, in Foreign Subsidiaries and other Non-Loan Parties under Section 5.02(g)(xii) do an aggregate amount not exceed in excess of $60,000,000 in the aggregate 50,000,000 at any time outstanding and (By) any other support arrangements supporting Debt permitted under Section 5.02(b)(xto grant the Liens described in clause (xvi) that are in form and substance reasonably satisfactory to the Required Lenders, (v) any Guarantee Obligation or guaranty of Debt or other obligations of any Non-Loan Party by another Non-Loan Party, (vi) guarantees by the Company (which shall not be secured by assets of the Company) definition of contribution obligations existing on the Effective Date of Foreign Subsidiaries to pension plans of “Permitted Liens”. Such guaranties shall be provided in connection with third party financing needs or for such Foreign Subsidiaries not to exceed $25,000,000 at any one time outstanding, (vii) guarantees of Debt of Joint Ventures of the Company or any Subsidiary so long other purposes as such Guarantee Obligations, if the amounts thereof were Investments under Section 5.02(g), would may be permitted Investments under Section 5.02(g); (viii) the Guaranty; (ix) Guarantee Obligations outstanding on the Effective Date that are in each case permitted under the Existing DIP Agreement that is in effect on the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect)); (x) Guarantee Obligations in respect of Debt incurred in reliance on Section 5.02(b)(xii); and (xi) Guarantee Obligations in respect of (or constituting) Debt incurred or assumed in reliance on Section 5.02(b)(viii), 5.02(b)(xiii), or 5.02(b)(xx)consistent with past practice.