A court might take these actions if it found, among other things, that when the guarantor incurred the debt evidenceevidenced by its guarantee (i) it received less than reasonably equivalent value or fair consideration for the incurrence of the debt and (ii) any one of the following conditions was satisfied:

In applying the above factors, a court would likely find that a guarantor did not receive fair consideration or reasonably equivalent value for its guarantee, except to the extent that it benefited directly or indirectly from the issuance of the exchange notes.new notes issuance. The determination of whether a guarantor was or was not rendered “insolvent” when it entered into its guarantee will vary depending on the law of the jurisdiction being applied. Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its assets at a fair valuation or if the present fair salable value of it assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they become absolute matured.mature.

If a court canceled a guarantor’s guarantee, you would no longer have a claim against that guarantor or its assets. Our assets and the assets of the remaining guarantors may not be sufficient to pay the amount then due under the exchangenew notes.

A significant portion of our consolidated assets is held by our subsidiaries. We have manufacturing or sales operations in most countries in the world, often through subsidiary companies. Our cash flow and our ability to service our debt, including the exchangenew notes, depends on the results of operations of these subsidiaries and upon the ability of these subsidiaries to make distributions of cash to us, whether in the form of dividends, loans or otherwise. In recent years, our foreign subsidiaries have been a significant source of cash flow for our business. In certain countries where we operate, transfers of funds into or out of such countries are generally or periodically subject to various restrictive governmental regulations and there may be adverse tax consequences to such transfers. In addition, our debt instruments in certain cases place limitations on the ability of our subsidiaries to make distributions of cash to us. WhileUnder the indenture governing the exchangenew notes, limitswe and our ability tosubsidiaries may enter into agreements that restrict our ability to receive dividends and other distributions from our subsidiaries, these limitations are subject to a number of significant exceptions, we are generally permitted to enter into such instrumentswhether in connection with financing our foreign subsidiaries and limitations in existing agreements are not restricted.or otherwise. Furthermore, our subsidiaries are separate and distinct legal entities and those that are not subsidiary guarantors of the new notes have no obligation, contingent or otherwise, to make payments on the new notes or to make any funds available for that purpose.

Upon the occurrence of specific change of control events under the indenture governing the new notes, we will be required to offer to repurchase all of the exchangenew notes then outstanding at 101% of the principal amount, plus accrued and unpaid interest, to the repurchase date. A change of control may also accelerate our obligations to repay amounts outstanding under our credit agreements and require us to make a similar offer to purchase our senior secured notes9% Senior Notes due 2015, our 8.625% Senior Notes due 2011 and our 9% senior notes10.5% Senior Notes due 2015.2016. Any of our future debt agreements may contain a similar provision. We may not have sufficient assets or be able to obtain sufficient third party financing on favorable terms to satisfy all of our obligationobligations under the exchangenew notes and these other current and future instruments upon a change of control.

Under the terms of certain of our existing credit agreements, a change in control will result in an event of default. Any future credit agreements or other agreements or instruments relating to indebtedness to which we become a party may contain restrictions on our ability to offer to repurchase the exchangenew notes in connection with a change of control. In the event a change of control occurs at a time when we are prohibited from offering to purchase the exchangenew notes, we could attempt to obtain the consent of the lenders under those agreements or attempt to refinance the related indebtedness.indebtedness, but may not be successful.

Moreover, the market for non-investment grade debt has historically been subject to disruptions that have caused volatility in prices. It is possible that the market for the new notes will be subject to disruptions. A disruption may have a negative effect on you as a holder of the new notes, regardless of our prospects or performance.