Common use of Subsidiary Stock and Debt Clause in Contracts

Subsidiary Stock and Debt. The Borrower will not, and will not permit any Subsidiary to, issue, sell or otherwise dispose or part with control of any shares of stock or any other securities (or warrants, rights or options to acquire stock or other securities) of any Subsidiary, except to the Borrower, another Wholly Owned Subsidiary or employees of any Subsidiary (PROVIDED that employee ownership of the shares of stock of any given Subsidiary does not in any event exceed 19% of the outstanding stock of such Subsidiary), and except that all shares of stock and all Debt and other securities of any Subsidiary at the time owned by or owed to the Borrower and all Subsidiaries may be sold as an entirety for a consideration which represents the fair value (as determined in good faith by the Board of Directors) at the time of sale of the shares of stock and Debt and other securities so sold, PROVIDED that, (i) such Subsidiary being sold does not at that time own, directly or indirectly, any Debt or stock or other security of any other Subsidiary which is not also being simultaneously sold as an entirety as permitted by this proviso or any Debt of the Borrower, (ii) the assets of such Subsidiary represented by the equity interest to be so transferred are such that the sale of such assets would then be permitted by Section 7.12 (in which case such transaction shall be considered and deemed a disposition of assets for the purposes of Section 7.12), and (iii) at the time of the consummation of such transaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; provided further that this Section 7.13 shall not prevent a Subsidiary from incurring or maintaining outstanding Debt to a Person other than the Borrower or a Subsidiary to the extent permitted by Section 7.17.

Subsidiary Stock and Debt. The Borrower Without limiting the provisions of, and subject to, Section 8.02, the Borrowers will not, and will not permit any Restricted Subsidiary to, issue, sell sell, assign or otherwise dispose of or part with control of of, any shares of stock stock, Debt or any other securities (or warrants, rights or options to acquire stock or other securities) ), in each case of any Restricted Subsidiary, except to the Borrower, another Wholly a Borrower or a Predominantly Owned Restricted Subsidiary or employees of any Subsidiary (PROVIDED that employee ownership of the shares of stock of any given Subsidiary does not in any event exceed 19% of the outstanding stock of such Subsidiary), and except that that: (a) all shares of stock and all Debt and other securities of any Restricted Subsidiary at the time owned by or owed to the a Borrower and all Restricted Subsidiaries may be sold as an entirety for a consideration which represents the fair market value (as determined in good faith by the Board of Directors) at the time of sale of the shares of stock and Debt and other securities Securities so sold, PROVIDED that, ; or (ib) such Subsidiary being sold does not at that time own, directly or indirectly, any Debt or less than all shares of stock or other security of any other Restricted Subsidiary which is not also being simultaneously sold as an entirety as permitted by this proviso or any Debt of the Borrower, (ii) the assets of such Subsidiary represented by the equity interest to be so transferred are such that the sale of such assets would then be permitted by Section 7.12 (in which case such transaction shall be considered and deemed a disposition of assets for the purposes of Section 7.12), and (iii) at the time owned by a Borrower and all Restricted Subsidiaries may be sold, or a Restricted Subsidiary may issue shares of the consummation of such transaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; provided further that this Section 7.13 shall not prevent a Subsidiary from incurring or maintaining outstanding Debt its stock to a Person other than the Borrower Borrowers or a Predominantly Owned Restricted Subsidiary, in either case for a consideration which represents the fair market value thereof (as determined by the Board of Directors) at the time of sale or issuance, as the case may be, of such shares, if, immediately after giving effect to such transaction, such Restricted Subsidiary to the extent permitted by Section 7.17.shall be a Predominantly Owned Restricted Subsidiary, or

Subsidiary Stock and Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, issue, sell sell, assign or otherwise dispose of or part with control of of, any shares of stock stock, Debt or any other securities (or warrants, rights or options to acquire stock or other securities) ), in each case of any Restricted Subsidiary, except to the Borrower, another Wholly Borrower or a Predominantly Owned Restricted Subsidiary or employees of any Subsidiary (PROVIDED that employee ownership of the shares of stock of any given Subsidiary does not in any event exceed 19% of the outstanding stock of such Subsidiary), and except that that: (a) all shares of stock and all Debt and other securities of any Restricted Subsidiary at the time owned by or owed to the Borrower and all Restricted Subsidiaries may be sold as an entirety for a consideration which represents the fair market value (as determined in good faith by the Board of Directors) at the time of sale of the shares of stock and Debt and other securities Securities so sold, PROVIDED that, ; or (ib) such Subsidiary being sold does not at that time own, directly or indirectly, any Debt or less than all shares of stock or other security of any other Restricted Subsidiary which is not also being simultaneously sold as an entirety as permitted by this proviso or any Debt of the Borrower, (ii) the assets of such Subsidiary represented by the equity interest to be so transferred are such that the sale of such assets would then be permitted by Section 7.12 (in which case such transaction shall be considered and deemed a disposition of assets for the purposes of Section 7.12), and (iii) at the time owned by the Borrower and all Restricted Subsidiaries may be sold, or a Restricted Subsidiary may issue shares of the consummation of such transaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; provided further that this Section 7.13 shall not prevent a Subsidiary from incurring or maintaining outstanding Debt its stock to a Person other than the Borrower or a Predominantly Owned Restricted Subsidiary, in either case for a consideration which represents the fair market value thereof (as determined by the Board of Directors) at the time of sale or issuance, as the case may be, of such shares, if, immediately after giving effect to such transaction, such Restricted Subsidiary to the extent permitted by Section 7.17.shall be a Predominantly Owned Restricted Subsidiary, or

Subsidiary Stock and Debt. The Borrower Without limiting the provisions of, and subject to, Section 8.02, the Borrowers will not, and will not permit any Restricted Subsidiary to, issue, sell sell, assign or otherwise dispose of or part with control of of, any shares of stock stock, Debt or any other securities (or warrants, rights or options to acquire stock or other securities) ), in each case of any Restricted Subsidiary, except to the Borrower, another Wholly a Borrower or a Predominantly Owned Restricted Subsidiary or employees of any Subsidiary (PROVIDED that employee ownership of the shares of stock of any given Subsidiary does not in any event exceed 19% of the outstanding stock of such Subsidiary), and except that that: (a) all shares of stock and all Debt and other securities of any Restricted Subsidiary at the time owned by or owed to the a Borrower and all Restricted Subsidiaries may be sold as an entirety for a consideration which represents the fair market value (as determined in good faith by the Board of Directors) at the time of sale of the shares of stock and Debt and other securities Securities so sold; or (b) less than all shares of stock of any Restricted Subsidiary at the time owned by a Borrower and all Restricted Subsidiaries may be sold, PROVIDED thator a Restricted Subsidiary may issue shares of its stock to a Person other than the Borrowers or a Predominantly Owned Restricted Subsidiary, in either case for a consideration which represents the fair market value thereof (as determined by the Board of Directors) at the time of sale or issuance, as the case may be, of such shares, if, immediately after giving effect to such transaction, such Restricted Subsidiary shall be a Predominantly Owned Restricted Subsidiary, or (c) Debt of a Restricted Subsidiary at the time owed to a Borrower or a Restricted Subsidiary may be sold to a third Person in a transaction not described in Section 8.06(a) for a consideration at least equal to the principal amount of such Debt plus interest accrued and payable thereon (to the extent such interest is not payable to the Borrowers or a Restricted Subsidiary following such sale); provided, however, that it shall be a condition to the consummation by the -------- ------- Borrowers or any Restricted Subsidiary of any transaction described in the foregoing Sections 8.06(a), (b) and (c) that (i) such Subsidiary being sold does not at that time own, directly or indirectly, any Debt or stock or other security in the case of any other sale or issuance of stock of a Restricted Subsidiary which is not also being simultaneously sold as an entirety as permitted by this proviso described in Sections 8.06(a) or any Debt of the Borrower(b), (ii) the assets of such Restricted Subsidiary represented by the equity interest to be so transferred sold or issued are such that the sale of such assets would then be permitted by Section 7.12 8.07 (in which case such transaction shall be considered and deemed a disposition of assets for the purposes of Section 7.128.07), and (iiiii) at in the time case of the consummation of any such transaction and described in Sections 8.06 (a) (b) or (c), immediately after giving effect theretoto such transaction, no Default or Event of Default shall have occurred and be continuing; provided further that . The provisions of this Section 7.13 8.06 shall not prevent a Subsidiary from incurring or maintaining outstanding not, in any event, apply to IDB Debt to a Person other than the Borrower or a Subsidiary to the extent permitted by Section 7.17hereunder.

Subsidiary Stock and Debt. The Borrower Company will not: (a) directly or indirectly sell, and will not permit any Subsidiary toassign, issue, sell pledge or otherwise transfer or dispose of any Debt of, or part with control of claim against, or any shares of stock or similar interests or other securities of (or warrants, rights or options to acquire stock or (b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise transfer or dispose of any Debt of, or claim against, or any shares of stock or similar interests or other securities of (or warrants, rights or options to acquire stock or similar interests or other securities of), any other Restricted Subsidiary, except to the Company or a Wholly-owned Restricted Subsidiary and except as directors' qualifying shares if required by applicable law; (c) permit any Restricted Subsidiary to have outstanding any shares of preferred stock other than shares of preferred stock which are owned by the Company or a Wholly-owned Restricted Subsidiary; or (d) permit any Restricted Subsidiary directly or indirectly to issue or sell any shares of its stock or similar interests or other securities (or warrants, rights or options to acquire stock or similar interests or other securities) except to the Company or a Wholly-owned Restricted Subsidiary or as directors' qualifying shares if required by applicable law; provided, however, that all stock or similar interests or other securities (or warrants, rights or options to acquire stock or similar interests or other securities) of any Subsidiary, except to the Borrower, another Wholly Owned Restricted Subsidiary or employees of any other than an Issuing Subsidiary (PROVIDED that employee ownership of the shares of stock of any given Subsidiary does not in any event exceed 19% of the outstanding stock of such Subsidiary), and except that all shares of stock and all Debt and other securities of any Subsidiary at the time owned by or owed to the Borrower and all Subsidiaries may be simultaneously sold as an entirety for a cash consideration which represents at least equal to the fair value thereof (as determined in good faith by a resolution of the Board of DirectorsBoard) at the time of sale of the shares of stock and Debt and other securities so soldsuch sale, PROVIDED that, if (iA) such Restricted Subsidiary being sold does not at that the time own, directly or indirectly, own any Debt or stock or similar interests or other security securities of (or warrants, rights or options to acquire stock or similar interests or other securities of) the Company or of any other Restricted Subsidiary which is not also being simultaneously sold as an entirety as permitted by this proviso Section 7.9 or any Debt of the BorrowerSection 7.10, (iiB) the assets of such Restricted Subsidiary being sold represented by the equity interest interests to be so transferred are such that the sale of such assets would then be permitted by Section 7.12 7.10 (in which case such transaction shall be considered and deemed a disposition of assets for the purposes of Section 7.127.10), and (iiiC) at the time of immediately after the consummation of such transaction transaction, (x) the Company shall then be permitted to incur $1.00 of -44- 49 additional Debt pursuant to Section 7.4(d), and after giving effect thereto, (y) no condition or event shall exist which constitutes a Default or an Event of Default shall have occurred and be continuing; provided further that this Section 7.13 shall not prevent a Subsidiary from incurring or maintaining outstanding Debt to a Person other than the Borrower or a Subsidiary to the extent permitted by Section 7.17Default.