Common use of Contingent Obligations Clause in Contracts

Contingent Obligations. No Principal Company will, and no Principal Company will permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto.

Contingent Obligations. No Principal Company will, and no Principal Company will permit any None of its the Company’s Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, business; (ii) in respect Permitted Existing Contingent Obligations; (iii) obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification obligations incurred in connection with license agreements any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Subsidiary in the ordinary course of business; (v) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; (ivi) Contingent Obligations of Subsidiaries which are Subsidiary Guarantors under a guaranty of the Indebtedness of the Company evidenced by the Dutch Credit Agreement or of the Borrowers under any Permitted Financing Facility; (vii) Contingent Obligations of the Company or any of its Subsidiaries arising under any Permitted Receivables Facility Documents; (viii) Contingent Obligations of Foreign Subsidiaries represented by guarantees of obligations of other Foreign Subsidiaries (other than under the Dutch Credit Agreement); (ix) Contingent Obligations of Subsidiaries which are guarantors under a guaranty of Indebtedness of a Subsidiary of the Company (including a Permitted Financing Facility, but excluding the Dutch Credit Agreement) permitted under Section 6.01(m); (x) Contingent Obligations incurred in the ordinary course of business by any of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Company’s Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(bany Subsidiary; and (xi) heretothe Separation Obligations.

Contingent Obligations. No Principal Company willBorrower shall not, and no Principal Company will shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (ai) Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit issued under this Agreement and Subsidiaries of such Principal Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty Guaranty; (ii) Borrower and the Parent its Subsidiaries may become and remain liable with respect to other Contingent Obligations (including letters of credit) in respect of the Parent Guarantyan aggregate amount not to exceed $750,000 at any time; (biii) such Principal Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under the Related Agreements or otherwise in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (Ax) Asset Sales or other sales of assets permitted under Section 10.6 or by the terms hereof, and (By) any acquisition acquisitions permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agentthis Agreement; (civ) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company Borrower or any other Subsidiary or any Principal Company of its Subsidiaries permitted by Section 10.1; andsubsection 7.1; (ev) such Principal Company Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto; (vi) Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds and other similar obligations; (vii) Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations incurred in the ordinary course of guaranties of obligations business under indemnity agreements to title insurers to cause such title insurers to issue title insurance policies to Administrative Agent and/or to Borrower or any of its Subsidiaries identified on Schedule 5.18(bpursuant to the terms hereof; and (viii) heretoBorrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations incurred in the ordinary course of business (consistent with past practices) under Currency Agreements in an aggregate amount not to exceed $12,000,000 outstanding at any time.

Contingent Obligations. No Principal Company willThe Loan Parties will not, and no Principal Company will not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, exceptObligation except those: (aA) Subsidiaries resulting from endorsement of such Principal Company may become and remain liable negotiable instruments for collection in the ordinary course of business; (B) arising with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements Permitted Acquisitions and Investments and permitted dispositions of assets (provided that, such obligations shall in no event exceed the amount of proceeds received in connection therewith, subject to carve outs from such limitation on such obligations for fraud and for other customary reasons); (C) arising in the ordinary course of business with respect to customary indemnification obligations incurred in connection with liability insurance coverage; (D) incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $5,000,000 in aggregate liability; (E) incurred as a guaranty of Indebtedness permitted by Subsection 3.1 (provided that such guaranty obligation shall in no event exceed the amount of such Indebtedness plus other related costs and expenses of collection as set forth in such guaranty); (F) constituting Investments permitted pursuant to Subsection 3.3 (including commitments to make Permitted Acquisitions and Investments); (G) Contingent Obligations arising with respect to deferred compensation to officers or employees of Borrower and its Restricted Subsidiaries incurred in the ordinary course of business or (iii) otherwise approved in writing by pursuant to the AgentAWCC Equity Incentive Plan; (cH) such Principal Company Contingent Obligations arising under the Loan Documents and its Subsidiaries may become and remain liable under Hedge Agreements; (I) Contingent Obligations arising with respect to Permitted Stimulus Indebtedness upon terms and conditions (including as to any proposed limitation on distributions or dividends to be made by any Loan Party or Restricted Subsidiary providing such Contingent Obligations (iObligation) under guarantees in the ordinary course of business of the obligations of or reasonably acceptable to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in Administrative Agent; provided that the aggregate outstanding amount of Investments in Stimulus Recipient Subsidiaries and the amount of Contingent Obligations entered into by Borrower or any of its Restricted Subsidiaries (other than Stimulus Recipient Restricted Subsidiaries) in respect of Permitted Stimulus Indebtedness shall not exceed $30,000,000 at any time; (dJ) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations incurred by Foreign Restricted Subsidiaries in respect of an aggregate amount outstanding at any time not to exceed $40,000,000 minus outstanding Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1incurred pursuant to Subsection 3.1(L); and (eK) such Principal Company may become and remain liable Contingent Obligations with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretocash management.

Contingent Obligations. No Principal Company will, The Credit Parties shall not and no Principal Company will shall not cause or permit any of its their Subsidiaries to, to directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, Obligation except: (a) Subsidiaries Letter of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyCredit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (c) those existing on the Closing Date and described in Schedule 3.4; (d) those arising under indemnity agreements to title insurers to cause such Principal Company and its Subsidiaries may become and remain liable title insurers to issue to Agent (or, in the case of Canadian Borrower, Canadian Agent) mortgagee title insurance policies; (e) those arising under Interest Rate Agreements or other hedging agreements entered into in compliance with Section 3.1; (f) those incurred with respect to Indebtedness permitted by Section 3.1; provided, that any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations and the Credit Parties other than Holdings shall not incur Contingent Obligations with respect to Indebtedness incurred by Holdings pursuant to Section 3.1(p); (ig) Contingent Obligations of (x) any Borrower or any of its Subsidiaries as a guarantor of the lessee under any lease pursuant to which any of its Wholly-Owned Subsidiaries is the lessee so long as such lease is otherwise permitted under this Agreement, (y) any Borrower or any of its Subsidiaries as a guarantor of any Capital Lease Obligation to which a joint venture is a party or any contract entered into by such joint venture in the ordinary course of business, provided that the maximum liability of such Borrower or any of its Subsidiaries in respect of customary indemnification any obligations as described pursuant to this clause (y) is permitted as an Investment on such date pursuant to the requirements of this Agreement, and purchase price adjustment obligations incurred (z) any Borrower or any of its Subsidiaries, which Contingent Obligations may be deemed to exist in connection with agreements (Aincluding, without limitation, the Acquisition Agreement and the Related Transactions Documents) Asset Sales relating to the Acquisition or other sales of assets Permitted Acquisitions or transactions permitted under Section 10.6 3.7 (including any obligation to pay the purchase price therefor and any indemnification, purchase price adjustments and similar obligations); (h) Contingent Obligations with respect to performance bonds, surety bonds, appeal bonds or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Borrower or any of its Subsidiaries or in connection with judgments that do not result in an Event of Default, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and customs bonds permitted by this clause (iiig) otherwise approved in writing by shall not at any time exceed $15,000,000 or the AgentDollar Equivalent thereof; (ci) any other Contingent Obligations not expressly permitted by clauses (a) through (h) above, so long as any such Principal Company and its Subsidiaries may become and remain liable other Contingent Obligations, in the aggregate at any time outstanding, do not exceed $15,000,000 or the Dollar Equivalent thereof; (j) Contingent Obligations of any Credit Party with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the primary obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1Credit Party other than Holdings; and (ek) such Principal Company may become refinancings, refundings, extensions and remain liable with respect to Contingent Obligations in respect renewals and/or replacements of guaranties any of obligations of its Subsidiaries identified on Schedule 5.18(b) heretothe above which do not accelerate the scheduled dates for payment thereof, increase the amounts thereof, materially increase any interest rate or fees applicable thereto, have additional guarantors thereof, or enhance the collateral therefor or priority thereof.

Contingent Obligations. No Principal Neither the Company will, and no Principal Company will permit nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: : (ai) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations, together with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to replacement Contingent Obligations (ion substantially similar terms as the Permitted Existing Contingent Obligations) in respect to the extent of customary indemnification any Permitted Refinancing Indebtedness of the Indebtedness that was the subject of such Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees and purchase price adjustment obligations incurred in connection with (A) Asset Sales indemnities, not relating to Indebtedness of any Person, which have been or other sales of assets permitted under Section 10.6 are undertaken or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees surety, appeal and performance bonds obtained by the Company or any Subsidiary in the ordinary course of business business, (v) Contingent Obligations of the Subsidiary Guarantors under the Domestic Subsidiary Guaranty, the Foreign Subsidiary Guaranty or of a Foreign Guarantor under a guaranty of the Indebtedness under the agreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes, the 2013 Note Agreement, the 2016 Senior Note Agreement, the 2018 Senior Note Agreement or any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the foregoing and in a principal amount equal to or greater than $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (ix) Contingent Obligations of the Company or any Subsidiary arising from the guaranty of Indebtedness of the Company or any Subsidiary, as applicable, to suppliers, customers, franchisees the extent such Indebtedness was permitted pursuant to Section 7.3(A); (x) Contingent Obligations in respect of representations and licensees warranties customarily given in respect of such Principal Company and its Subsidiaries Asset Sales otherwise permitted hereunder; and (iixi) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliersContingent Obligations, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 200,000,000 at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect time outstanding, arising as a result of the guaranty of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company not described in clauses (i) through (x) hereof and otherwise permitted by under Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto7.3(A).

Contingent Obligations. No Principal Company willCredit Party shall, and no Principal Company will Credit Party shall suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations in respect of Indebtedness except in respect of the Obligations and except: (a) Subsidiaries endorsements for collection or deposit in the Ordinary Course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyBusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements Rate Contracts entered into in the ordinary course Ordinary Course of business or (iii) otherwise approved Business for bona fide hedging purposes and not for speculation and Bank Product Obligations entered into in writing by the AgentOrdinary Course of Business; (c) Contingent Obligations of the Credit Parties and their Subsidiaries existing (or committed to be made pursuant to a binding commitment) as of the Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Principal Company and its Contingent Obligations or impose materially more restrictive or adverse terms on the Credit Parties or their Subsidiaries may become and remain liable as compared to the terms of the Contingent Obligation being renewed or extended; (d) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (e) Contingent Obligations arising with respect to Contingent Obligations customary indemnification obligations in favor of (i) under guarantees sellers in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under subsection 5.2 (b); (f) Contingent Obligations arising under letters of credit issued for the account of the Borrower or any of its Subsidiaries otherwise permitted hereunder; (g) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Credit Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to financial institutions providing the Obligations, such guarantee shall be subordinated to the same extent; (h) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeals bonds, leases, performance guarantees on behalf bonds and other similar obligations; (i) Contingent Obligations arising under the Loan Documents; (j) Contingent Obligations of (i) a Credit Party with respect to the obligations of another Credit Party (other than Holdings) otherwise permitted hereunder, (ii) a First Tier Foreign Subsidiary with respect to the obligations of another First Tier Foreign Subsidiary otherwise permitted hereunder, (iii) a non-First Tier Foreign Subsidiary with respect to the obligations of another non-First Tier Foreign Subsidiary or a First Tier Foreign Subsidiary otherwise permitted hereunder, (iv) an Immaterial Subsidiary with respect to the obligations of another Immaterial Subsidiary otherwise permitted hereunder, (v) a Foreign Subsidiary with respect to the obligations of a Credit Party and (vi) a Credit Party with respect to the obligations of a Foreign Subsidiary otherwise permitted hereunder; provided, that the aggregate amount of such Principal Company and its Subsidiaries for Contingent Obligations under this clause (vi) shall not exceed the benefit Available Amount at any time outstanding; (k) Contingent Obligations arising under guarantees of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries the real estate leases relating to Project Pie in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 3,500,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1time outstanding; and (el) such Principal Company may become and remain liable with respect to other Contingent Obligations not exceeding $2,000,000 in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretothe aggregate at any time outstanding.

Contingent Obligations. No Principal Company willCreate, and no Principal Company will permit incur, assume or suffer to exist any Contingent Obligation other than: (i) endorsements of instruments or items of payment for deposit or collection in the ordinary course of business; (ii) Contingent Obligations incurred pursuant to the Loan Documents; (iii) Contingent Obligations consisting of the indemnification by the Borrower or any of its Subsidiaries toof (x) the officers, directly or indirectlydirectors, create or become or remain liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become employees and remain liable with respect to Contingent Obligations in respect agents of the Subsidiary Guaranty and Borrower or such Subsidiary, to the Parent may become and remain liable with respect to Contingent Obligations in respect extent permissible under the corporation law of the Parent Guaranty; (b) jurisdiction in which the Borrower or such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3Subsidiary is organized, (iiy) in respect commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of customary indemnification obligations incurred in connection with license the Borrower's or such Subsidiary's securities or the rendering of banking or professional services to the Borrower or such Subsidiary and (z) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business or (iii) otherwise approved in writing by the AgentBorrower or such Subsidiary; (civ) such Principal Company customary indemnification obligations of the Borrower and its Subsidiaries may become incurred in connection with Permitted Acquisitions made in compliance with SECTION 5.12; (v) unsecured amounts payable under earnouts, approved by and remain liable subordinated on terms acceptable to the Required Lenders, and other contingent obligations, in each case incurred by any Borrower or any Subsidiary in connection with respect a Permitted Acquisition, whether or not earned or matured; (vi) performance, appeal and bid bonds and pledges and deposits pursuant to workers' compensation and similar requirements, in each case to the extent permitted under the definition of "Permitted Liens" contained herein; (vii) obligations under Letters of Credit issued under SECTION 2.18; (viii) Contingent Obligations (i) under guarantees in described on SCHEDULE 6.3 attached hereto, without giving effect to any increases thereof without the ordinary course of business written consent of the Required Lenders; (ix) guarantees by the Borrower or any of its Subsidiaries of obligations of the Borrower or its Subsidiaries under leases permitted hereunder; (x) guarantees by the Borrower or any of its Subsidiaries of any other Debt permitted under SECTION 6.2 and guaranties permitted by SECTION 6.7; (xi) guarantees by the Borrower or any of its Subsidiaries of physician compensation to suppliers, customers, franchisees and licensees the extent such guarantees under Generally Accepted Accounting Principles would not be reflected as a specific Dollar amount on the liability side of such Principal Company and its Subsidiaries and Person's balance sheet; (iixii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount other Contingent Obligations not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 2,000,000 at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company will not permit any of its Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, including, without limitation Contingent Obligations of the Borrower or any Subsidiary of the Borrower with respect to any other Subsidiary of the Borrower, except: (a) The Borrower may remain liable with respect to Contingent Obligations arising under trade letters of credit or Contingent Obligations reflected as a liability on the Borrower's consolidated balance sheet (other than Indebtedness of the Borrower's Subsidiaries); (b) The Borrower may become or remain liable with respect to guaranties of the obligations of Subsidiaries of such Principal Company with respect to Operating Leases, employment agreements and indebtedness for borrowed money; (c) The Borrower may become and remain liable with respect to Contingent Obligations guaranties of its Subsidiaries' trade payables and accrued liabilities incurred in respect the ordinary course of the Subsidiary Guaranty and the Parent business; (d) The Borrower may become and remain liable with respect to Contingent Obligations in respect stock purchase notes owing to the trustee of various employee incentive and stock purchase plans of the Parent GuarantyBorrower by participants in such plans; provided, that any payments by the Borrower with respect to such notes are repaid to the Borrower by such trustee in reduction of loans or advances owing by him to the Borrower; (be) such Principal Company The Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect arising out of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing assignments by the AgentBorrower and Subsidiaries of Capital Leases and Operating Leases; (cf) such Principal Company The Borrower and its Subsidiaries any Subsidiary may become and remain liable with respect to Contingent Obligations arising out of (i) the indemnification of directors, officers, employees and agents to the extent permissible under guarantees the Tennessee Business Corporation Act or the corporation law of the jurisdiction in which such Subsidiary is incorporated or organized, (ii) the indemnification of investment bankers, commercial banks and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Borrower's or such Subsidiary's securities or the rendering of banking or professional services for the Borrower or such Subsidiary, and (iii) the indemnification of landlords, lessors, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business of by the obligations of Borrower or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeSubsidiary; (dg) such Principal Company and its Subsidiaries The Borrower may become and remain liable with respect to guaranties of or letters of credit supporting Indebtedness of Subsidiaries (including, without limitation, Capital Leases) and other Contingent Obligations not to exceed in respect aggregate amount at any time outstanding 10% of Consolidated Tangible Net Worth (exclusive of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1foreign currency fluctuations); and (eh) such Principal Company The Borrower may become incur customary and remain liable reasonable indemnity obligations in connection with respect to Contingent Obligations in respect the sale of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoassets permitted by Section 7.6 hereof.

Contingent Obligations. No Principal Company willshall not, and no Principal Company will shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (ai) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty Letters of Credit and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other letters of credit in an aggregate amount not to exceed at any time $10,000,000; (iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements not for speculative purposes; (iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) and in respect of earn-out obligations, customary indemnification and purchase price adjustment obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the AgentPermitted Acquisitions; (civ) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees and other similar arrangements of the obligations of Company and its Subsidiaries which arise in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timebusiness; (dv) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company of its Subsidiaries permitted by Section 10.1; andsubsection 7.1; (evi) such Principal Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto and any extension or renewal thereof; (vii) Company or a Subsidiary of Company may become and remain liable with respect to Contingent Obligations assumed in connection with a Permitted Acquisition; provided that such Contingent Obligations are not created in anticipation of such acquisition; and (viii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoall such Contingent Obligations shall at no time exceed $15,000,000.

Contingent Obligations. No Principal Company willCredit Party shall, and no Principal Company will Credit Party shall suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except in respect of the Obligations and except: (a) Subsidiaries endorsements for collection or deposit in the Ordinary Course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyBusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) of the Borrower or any Subsidiary in respect of customary indemnification performance bonds, bid bonds, appeal bonds, surety bonds and purchase price adjustment obligations incurred similar obligations, in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3each case, (ii) in respect of customary indemnification obligations incurred in connection with license agreements provided in the ordinary course Ordinary Course of business or (iii) otherwise approved in writing by the AgentBusiness; (c) such Principal Company Guarantees by any Borrower of Indebtedness of any other Borrower or any Subsidiary and its Subsidiaries may become and remain liable with respect to Contingent Obligations by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) under guarantees in the ordinary course of business of the obligations of or to suppliersIndebtedness so Guaranteed is permitted by this Section 5.5, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) Guarantees by any Borrower or any Subsidiary that is a Credit Party of Indebtedness of any Subsidiary that is not a Credit Party issued on or after the Closing Date shall be subject to financial institutions providing performance guarantees Section 5.4, and (iii) Guarantees permitted under this Section 5.5(c) shall be subordinated to the Obligations of the applicable Subsidiary on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not same terms as the Indebtedness so Guaranteed is subordinated to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeSecured Obligations; (d) Guarantees (i) of the Borrowers or any of their Subsidiaries as a guarantor of the lessee under any lease pursuant to which a Borrower or a Subsidiary is the lessee so long as such Principal lease is otherwise permitted hereunder, (ii) of the Company and constituting Guarantees by the Company of trade payables owing by its Subsidiaries may become in the Ordinary Course of Business, (iii) of the Company and/or Thomasville consisting of Guarantees (with the maximum amount guaranteed at any time pursuant to this clause (iii) not to exceed $7,500,000 in the aggregate) of actual or potential claims under Environmental Laws, and remain liable (iv) of any Borrower or any Subsidiary as a guarantor of the obligations of a lessee under any lease pursuant to which a third party is the lessee not to exceed $25,000,000 in the aggregate; (e) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation; (f) Contingent Obligations of the Credit Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9 of the Disclosure Letter, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Credit Parties or their Subsidiaries as compared to the terms of the Contingent Obligation being renewed or extended; (g) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Term Agent title insurance policies; (h) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Permitted Acquisitions, (ii) customers in the Ordinary Course of Business and (iii) purchasers in connection with dispositions permitted under Section 5.2(b); (i) Contingent Obligations arising under Letters of Credit; (j) Contingent Obligations arising under guaranties made in respect the Ordinary Course of Business of obligations of any Indebtedness of Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1Obligations, such guaranty shall be subordinated to the same extent; and (ek) such Principal Company may become and remain liable with respect to other Contingent Obligations not exceeding $100,000 in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretothe aggregate at any time outstanding.

Contingent Obligations. No Principal Company will, and no Principal Company will permit Neither the Borrower nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, business; (ii) in respect Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees and indemnities, not relating to Indebtedness of customary indemnification obligations incurred in connection with license agreements any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Borrower or such Subsidiary (iiiincluding without limitation guarantees of operating lease obligations of Subsidiaries owing to third party lessors); (iv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees surety, appeal and performance bonds obtained by the Borrower or any Subsidiary in the ordinary course of business business, (v) Contingent Obligations of (a) the Subsidiary Guarantors under the Subsidiary Guaranty, (b) of the Borrower under the Parent Guaranty or any other guaranty of the obligations of an Alternate Currency Borrower or (c) of the Alternate Currency Borrowers under the Alternate Currency Guaranty Documentation, (vi) Contingent Obligations of the Subsidiary Guarantors under any guaranty of the Indebtedness evidencing the Senior Notes and the Note Agreement, (vii) obligations arising under or related to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries the Loan Documents and (iiviii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become representations and remain liable with respect to Contingent Obligations warranties customarily given in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoAsset Sales otherwise permitted hereunder.

Contingent Obligations. No Principal 112 Company willshall not, and no Principal Company will shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (ai) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit; (iii) Each of Company's Subsidiaries may become and remain liable with respect to Contingent Obligations arising under the Guaranty; (iii) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agentassets; (cA) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any of its wholly-owned Subsidiaries and (B) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness, Operating Leases or other Subsidiary obligations of any Joint Venture or non-wholly-owned Subsidiary; provided -------- that the aggregate maximum liability of Company and its Subsidiaries with respect to the Contingent Obligations permitted under the preceding clause (B) shall not exceed $30,000,000 or the equivalent amount in any Principal other currency at any time; provided further than the aggregate maximum liability -------- ------- of Company and its Subsidiaries with respect to the Contingent Obligations permitted by Section 10.1; andunder the preceding clause (B) shall be deemed to be a "Permitted Investment" for purposes of calculating to be included in such calculation upon the permanent release or cancellation of such Contingent Obligations; (ev) such Principal The Company may become and remain liable with respect to Contingent Obligations in respect of the ▇▇▇▇▇ Notes; provided, however, -------- ------- that the principal amount of such Contingent Obligation shall not exceed the principal amount of the ▇▇▇▇▇ Notes; provided, further that, any such -------- ------- Contingent Obligation shall be subordinate to the Obligations to the same extent, and on the same terms, as the ▇▇▇▇▇ Notes are so subordinated; (vi) Company and its Subsidiaries may remain liable with respect to the Contingent Obligations existing on the Closing Date set forth in Schedule 7.4(vi); (vii) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum -------- aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $20,000,000 or the equivalent amount in any other currency; (viii) Company and its Subsidiaries may become and remain liable with respect to guaranties of obligations Operating Leases, construction contracts and other contracts and agreements of Company and its wholly-owned Subsidiaries entered into the ordinary course of business of Company and its wholly- owned Subsidiaries; (ix) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Currency Agreements and Interest Rate Agreements, in each case to the extent the counterparty to any such Currency Agreements and Interest Rate Agreements is (or at the time such Currency Agreement or Interest Rate Agreement was entered into, was) a Lender or an Affiliate of a Lender; (x) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of leases assumed by other Persons in connection with theatres that are closed by Company or any of its Subsidiaries, in each case to the extent Company or any of its Subsidiaries identified remains liable for any deficiencies thereunder; and (xi) Company and its Subsidiaries may remain liable with respect to Contingent Obligations in respect of the letters of credit set forth on Schedule 5.18(b7.4(xi) annexed hereto; provided that the aggregate amount of such ---------------- -------- letters of credit issued by the Royal Bank of Canada shall not exceed CN$44,000; provided, further, that such letters of credit shall not be -------- ------- reissued, renewed or extended beyond the expiration date of such letters of credit as in effect on the date hereof (except to the extent refinanced with a Letter of Credit issued under this Agreement in accordance with the terms hereof).

Contingent Obligations. No Principal Company will, The Credit Parties shall not and no Principal Company will shall not cause or permit any of its their Subsidiaries to, to directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, Obligation except: (a) Subsidiaries Letter of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyCredit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (c) those existing on the Closing Date and described in Schedule 3.4; (d) those arising under indemnity agreements to title insurers to cause such Principal Company and its Subsidiaries may become and remain liable title insurers to issue to Applicable Agent mortgagee title insurance policies; (e) those arising with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license Asset Dispositions permitted hereunder; (f) omitted; (g) those incurred with respect to Indebtedness of Credit Parties permitted by Section 3.1 provided that any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations, and provided, however, that any Contingent Obligations incurred by Holdings or any of its Domestic Subsidiaries of Indebtedness of Netherlands Holdings or its Subsidiaries or by Netherlands Holdings or any of its Subsidiaries of Indebtedness of RPP USA or any of its Domestic Subsidiaries shall be treated as an Investment under Section 3.3(k) to the extent of the full amount of such Indebtedness outstanding from time to time; (h) Contingent Obligations of (x) RPP USA or any of its Domestic Subsidiaries as a guarantor of the lessee or contracting party, as the case may be, under any lease or other contract pursuant to which RPP USA or any of its Domestic Wholly-Owned Subsidiaries is the lessee or contracting party so long as such lease or other contract is otherwise permitted hereunder, (y) Netherlands Holdings or any of its Subsidiaries as a guarantor of the lessee or contracting party, as the case may be, under any lease or other contract pursuant to which Netherlands Holdings or any of its Wholly-Owned Subsidiaries is the lessee or contracting party so long as such lease or other contract is otherwise permitted hereunder, and (z) RPP USA or any of its Subsidiaries as a guarantor of any Capital Lease Obligation to which a Joint Venture is a party or any contract entered into by such Joint Venture in the ordinary course of business; provided that the maximum liability of RPP USA or any such Subsidiary in respect of any obligations as described pursuant to this clause (y) is permitted as an Investment on such date pursuant to the requirements of Section 3.3; (i) Hedge Agreement permitted under Section 3.1(l); (j) those deemed to exist pursuant to acquisition agreements entered into in connection with Permitted Acquisitions (including any obligation to pay the purchase price therefore and any indemnification, purchase price adjustment and similar obligations); (k) Contingent Obligations with respect to performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Borrower or any of its Subsidiaries or in connection with judgments that do not result in an Event of Default, provided that the Dollar Equivalent of the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and customs bonds permitted by this clause (iiik) otherwise approved in writing by shall not at any time exceed the AgentDollar Equivalent of $10,000,000; (cl) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations of any Credit Party with respect to primary obligations of any other Credit Party (other than Holdings); provided, however, that any Contingent Obligations incurred by Holdings or any of its Domestic Subsidiaries of Indebtedness of Netherlands Holdings or its Subsidiaries or by Netherlands Holdings or any of its Subsidiaries of RPP USA or any of its Domestic Subsidiaries shall be treated as an Investment under Section 3.3(k) to the extent of the full amount of such Indebtedness outstanding from time to time; other than primary obligations (i) under guarantees in evidenced by the ordinary course of business PEP Note (except to the extent such Contingent Obligation is created at the time of the obligations delivery of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries the PEP Note) and (ii) to financial institutions providing performance guarantees on behalf constituting Permitted Acquired Debt; (m) any other unsecured Contingent Obligation not expressly permitted by clauses (a) through (l) above, so long as the Dollar Equivalent of any such Principal Company and its Subsidiaries for the benefit of suppliersother Contingent Obligations, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1time outstanding, does not exceed $25,000,000; and (en) such Principal Company may become refinancings, refundings, extensions and remain liable renewals of the forgoing that do not accelerate the amortization thereof, increase the principal amounts thereof (except to cover premiums, fees, costs and expenses), materially increase the interest rates applicable thereto, have additional guarantors thereof, or enhance the collateral therefor or priority thereof and are otherwise in compliance with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoSection 3.10 (as if effected by amendment or other modification).

Contingent Obligations. No Principal Company will, and no Principal Company will not, nor will it permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, Obligations except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect Letters of the Parent GuarantyCredit; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements or any acquisition or Investment expressly permitted by Section 7.3; (ic) Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 of the Retail Business or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the AgentPermitted Acquisitions; (cd) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company Loan Parties and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries Retail Business in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 5,000,000 at any time; (de) such Principal Contingent Obligations described in Schedule 7.4 on the Closing Date; (f) guarantees of obligations to third parties in connection with relocation of employees of Company or any of its Subsidiaries, in an amount not exceeding $500,000 at any one time outstanding; (g) Contingent Obligations in connection with workers' compensation obligations, and its Subsidiaries may become in connection with performance, surety and remain liable appeal bonds, and similar obligations (including with respect to franchises) incurred in the ordinary course of business; (h) endorsement for collection in the ordinary course of business; (i) Contingent Obligations under guarantees by Company or any of its Subsidiaries of obligations of Company or any of its Subsidiaries otherwise permitted hereunder; provided that, in each case, if the primary obligation being guaranteed is subordinated to the Loans or the Obligations hereunder, such guarantees are subordinated to the Loans or Obligations on substantially the same basis as such primary obligation is subordinated; (j) Contingent Obligations in respect of any Indebtedness otherwise permitted hereunder or other obligations not prohibited hereunder of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1of its Subsidiaries; and (ek) such Principal Company may become and remain liable with respect to other Contingent Obligations Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Loan Parties in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoall such Contingent Obligations shall at no time exceed $5,000,000.

Contingent Obligations. No Principal Company will, and no Principal Company will permit Neither the Borrower nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect recourse obligations resulting from endorsement of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements negotiable instruments for collection in the ordinary course of business or business; (ii) Permitted Existing Contingent Obligations; (iii) otherwise approved in writing by the Agent; (c) such Principal Company obligations, warranties, and its Subsidiaries may become and remain liable with respect indemnities, not relating to Contingent Obligations (i) under guarantees Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of 81 business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries not for the benefit of suppliers, customers, franchisees and licensees or in favor of an Affiliate of the Borrower or such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeSubsidiary; (div) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Borrower or any Subsidiary in the ordinary course of business; (v) Contingent Obligations in with respect to Indebtedness of any customer of the Borrower or any of its Subsidiaries ("Customer Loan Guaranties"); provided, however, that the Contingent Obligations under this clause (v) shall not be permitted if either a Default or an Unmatured Default shall have occurred and be continuing at the date of incurrence thereof or would result therefrom; (vi) Contingent Obligations with respect to lease obligations of any customer of the Borrower or any of its Subsidiaries ("Customer Lease Guaranties"); provided, that the annual rental under leases of such customers which are guarantied pursuant to the terms of this Section 7.3(E)(vi) when aggregated with the annual rental under leases of customers which are guarantied pursuant to the terms of Section 7.3(E)(ii) above shall not exceed $2,000,000; (vii) Contingent Obligations of the Borrower with respect to Indebtedness of any Guarantor or with respect to lease obligations of Guarantor; provided the other Principal Company underlying transaction pursuant to which the Guarantor incurred the Indebtedness or any other Subsidiary or any Principal Company permitted lease obligations was not prohibited by Section 10.1the terms of this Agreement; and (eviii) such Principal Company may become and remain liable with respect to additional Contingent Obligations which do not exceed $7,500,000 in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretothe aggregate at any time.

Contingent Obligations. No Principal Company will, and no Principal Company will permit any None of its the Borrower’s Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, business; (ii) in respect Permitted Existing Contingent Obligations; (iii) obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification obligations incurred in connection with license agreements any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Borrower or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Borrower or any Subsidiary in the ordinary course of business; (v) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; (ivi) Contingent Obligations of Subsidiaries which are Subsidiary Guarantors under a guaranty of the Indebtedness of the Borrower evidenced by the Term Loan Credit Agreement, the Dutch Credit Agreement, any Permitted Financing Facility, the Senior Notes, the Senior Note Purchase Agreements and any Permitted Financing Facility; (vii) Contingent Obligations of the Borrower or any of its Subsidiaries arising under the Receivables Purchase Documents; (viii) Contingent Obligations of non-domestic Subsidiaries represented by guarantees of obligations of other non-domestic Subsidiaries; (ix) Contingent Obligations of Subsidiaries which are guarantors under a guaranty of Indebtedness of a Subsidiary of the Borrower (including a Permitted Financing Facility) permitted under Section 7.3(A)(ix) (provided that, for the avoidance of doubt, Contingent Obligations with respect to Spinco’s obligations under the Spinco High Yield Bond Financing shall only be permitted if the Spinco High Yield Bond Conditions are satisfied); and (x) Contingent Obligations incurred in the ordinary course of business by any of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Borrower’s Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoany Subsidiary.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company nor will it permit any of its Subsidiaries to, make or suffer to exist any Contingent Obligation, except (a) pursuant to the Guaranties; (b) Contingent Obligations of the Borrower and any of its Subsidiaries described on Schedule III hereto; (c) Contingent Obligations incurred by the Borrower in respect of the obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in such clauses (a), (d) and (e), clause (h) of the definition of “Indebtedness”) of any Guarantor; (d) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in such clauses (a), (d) and (e), clause (h) of the definition of “Indebtedness”) of any of its Subsidiaries that is a Guarantor; (e) Contingent Obligations incurred by any Subsidiary in respect of the obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (a) Subsidiaries by the Borrower and not incurred in anticipation of such Principal Company may become Acquisition, and remain liable with respect to Contingent Obligations incurred by the Borrower in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to any such obligations; (f) Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and Borrower or any of its Subsidiaries may become and remain liable with respect to arising under the Receivables Purchase Documents; (g) Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Indebtedness of the Borrower under the 2011 Subordinated Notes or the 2013 Subordinated Notes; (ih) in respect Contingent Obligations incurred by the Borrower pursuant to a guaranty of customary indemnification and purchase price adjustment repayment of the obligations of Omnicare Capital Trust I, a wholly-owned statutory trust of Borrower and/or of Omnicare Capital Trust II, a wholly-owned statutory trust of Borrower incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company Exchange Transaction; and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or other Contingent Obligations, together with Investments permitted pursuant to suppliersSection 6.15(n), customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect more than 5% of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoConsolidated Net Worth.

Contingent Obligations. No Principal Company will, and no Principal Company will permit any None of its the Parent’s Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, business; (ii) in respect Permitted Existing Contingent Obligations; (iii) obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification obligations incurred in connection with license agreements any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Parent or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Parent or any Subsidiary in the ordinary course of business; (v) Contingent Obligations of Subsidiaries which are guarantors under a guaranty of the Indebtedness of the Parent evidenced by the Parent Credit Agreement, any Permitted Financing Facility or, prior to the Spin-Off Date, the Term Loan Credit Agreement; (ivi) Contingent Obligations of the Parent or any of its Subsidiaries arising under any Permitted Receivables Facility Documents; (vii) Contingent Obligations of Foreign Subsidiaries (other than the Borrower) represented by guarantees of obligations of other Foreign Subsidiaries; (viii) Contingent Obligations of Subsidiaries which are guarantors under a guaranty of Indebtedness of a Subsidiary of the Parent (including a Permitted Financing Facility, but excluding this Agreement) permitted under Section 6.01(m) (provided that, for the avoidance of doubt, Contingent Obligations with respect to Spinco’s obligations under the Spinco High Yield Bond Financing shall only be permitted if the Spinco High Yield Bond Conditions are satisfied); (ix) Contingent Obligations incurred in the ordinary course of business by any of the Parent’s Subsidiaries in respect of obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries any Subsidiary; and (iix) the Separation Obligations. Notwithstanding the foregoing, in no event shall (x) the Borrower directly or indirectly create, or become or be liable with respect to financial institutions providing performance guarantees on behalf any Contingent Obligations, or (y) any Subsidiary of such Principal Company and its Subsidiaries for the benefit of suppliersBorrower directly or indirectly create, customers, franchisees and licensees of such Principal Company and its Subsidiaries or be or become liable with respect to any Contingent Obligation otherwise permitted hereunder in an aggregate amount not outstanding for all such Subsidiaries of the Borrower which, together with Indebtedness permitted to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding be incurred by such Subsidiaries pursuant to Section 6.01, at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect time exceeds 5% of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoConsolidated Tangible Assets.

Contingent Obligations. No Principal Company willBorrower will not, and no Principal Company will not permit any of its Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, except: (a) Borrower and its Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations guaranties resulting from endorsement of negotiable instruments for collection or deposit in the ordinary course of business; (b) any Material Subsidiary of Borrower may create and become liable with respect of to the Material Subsidiary Guaranty and the Parent Guaranty; (c) Borrower may become and remain liable with respect to reimbursement obligations under the Letters of Credit and Borrower may become and remain liable with respect to any other Contingent Obligations in respect of the Parent GuarantyObligation created hereunder or under any other Loan Document; (bd) such Principal Company Borrower and its Subsidiaries may become and remain liable with respect to any swap agreement, cap agreement, collar agreement or other similar agreement or arrangement designed to protect Borrower or any of its Subsidiaries against fluctuations in interest rates or commodity prices; (e) Borrower may become and remain liable with respect to guaranties relating to (x) any Debt of its Subsidiaries set forth on Schedule 7.1 and any refinancings thereof permitted pursuant to Section 7.1(e) and (y) without duplication, Debt of its Subsidiaries in an aggregate (f) Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in relating to advance payment guaranties, rent guaranties with respect of customary indemnification to leases and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agentperformance guaranties; (cg) such Principal Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) reimbursement obligations under guarantees in the ordinary course letters of business credit other than Letters of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeCredit issued hereunder; (dh) such Principal Company and its the Subsidiaries of Borrower may become and remain liable with respect to Contingent Obligations of the type described in clause (e) of the definition of "Debt" in respect of any Indebtedness Debt of the other Principal Company Borrower or any other a Subsidiary or any Principal Company of Borrower if such Contingent Obligation is permitted by the provisos following subsection (j) of this Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto.7.5;

Contingent Obligations. No Principal Company willCredit Party shall, and no Principal Company will Credit Party shall permit or cause any of its Subsidiaries to, directly enter into, create, assume, suffer to exist or indirectly, create or become or remain liable with respect to incur any Contingent ObligationObligations or assume, guarantee, indemnify, endorse, contingently agree to purchase or otherwise become liable for or upon or incur any obligation of any Person, except: (a) Evolving Systems or any of its Subsidiaries which are Credit Parties may enter into guarantees of such Principal Company may become and remain liable with respect to Contingent Obligations in respect Indebtedness of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantyany other Credit Party permitted under Section 7.2; (b) such Principal Company Evolving Systems and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements endorse cheques for collection in the ordinary course Ordinary Course of business or (iii) otherwise approved in writing by the AgentBusiness; (c) such Principal Company Evolving Systems and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations (i) under guarantees enter into unsecured Hedging Agreements in the ordinary course Ordinary Course of business of the obligations of or to suppliers, customers, franchisees Business for bona fide hedging purposes and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries not for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries speculation in an aggregate notional or contract amount not to exceed an amount equal to $3,000,000 in any fiscal year and $8,000,000 in the aggregate 250,000 outstanding at any time; (d) such Principal Company Contingent Obligations of Evolving Systems and its Subsidiaries may become and remain liable incurred in the Ordinary Course of Business with respect to workers’ compensation claims, unemployment insurance and other types of social security benefits, self-insurance obligations, bankers’ acceptances, performance bonds, appeal and surety bonds and other similar obligations; (e) Contingent Obligations of Evolving Systems and its Subsidiaries arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (f) the TSE Contingent Obligations; (g) Contingent Obligations of any Credit Party or Subsidiary thereof arising from indemnification obligations to its directors, officers and employees in the Ordinary Course of Business; (h) indemnities given by any Credit Party or any Subsidiary thereof to its customers, vendors, independent contractors, purchasers or sellers of Property or other third parties in the Ordinary Course of Business; and (i) Contingent Obligations in respect of any Indebtedness Evolving Systems’ guarantee of the other Principal Company or expenses incurred by certain employees in connection with the use of credit cards sponsored by Evolving Systems in an aggregate amount not to exceed an amount equal to $150,000 at any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretotime outstanding.

Contingent Obligations. No Principal Company willwill not, and no Principal Company will not permit any of its Consolidated Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, Obligation except: (ai) Subsidiaries Guaranties resulting from endorsement of such Principal negotiable instruments for collection in the ordinary course of business; (ii) Contingent Obligations under the Loan Guaranties; (iii) Guaranties in favor of Lenders or their respective Affiliates of Interest Rate Agreements and Currency Agreements entered into by Company; (iv) Contingent Obligations relating to obligations of Company may become and remain liable to make payments with respect to the cancellation or repurchase of certain stock or stock options granted or to be granted to employees of Company and its Subsidiaries under the ▇▇▇▇-▇▇▇▇▇▇ Security Corporation Management Stock Option Plan, the 1993 Stock Incentive Plan or any other employee or director stock option, incentive, purchase, retirement, savings or similar plan or pursuant to subscription agreements with respect to shares of Common Stock; (v) Interest Rate Agreements and Currency Agreements entered into by Company or its Subsidiaries; (vi) Contingent Obligations described on Schedule 6.4 annexed hereto; (vii) Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect liabilities of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become permitted pursuant to subsection 6.1(vii) and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales any other obligation of Company or other sales of assets its Consolidated Subsidiaries which constitute Material Subsidiaries which is permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agentthis Agreement; (cviii) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business relating to guaranties of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Consolidated Subsidiaries; provided that the maximum aggregate liability of Company and its Consolidated Subsidiaries in an aggregate amount under all such Contingent Obligations, shall not to at any one time exceed $3,000,000 5,000,000 (including any Contingent Obligations in any fiscal year and $8,000,000 in existence as of the aggregate outstanding at any timedate hereof); (dix) such Principal Contingent Obligations of Company relating to Indebtedness permitted under subsection 6.1(viii) that is incurred by a Foreign Entity which is a Consolidated Subsidiary; (xi) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of letters of credit issued other than under this Agreement; provided that the maximum aggregate liability of Company and its Subsidiaries under all such Contingent Obligations, together with the Indebtedness permitted pursuant to subsection 6.1(xi), shall not at any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; andone time exceed $25,000,000; (exii) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of guaranties Letters of obligations Credit; and (xiii) In addition to the Contingent Obligations permitted by clauses (i)-(xii), Company and its Consolidated Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability of Company and its Consolidated Subsidiaries identified on Schedule 5.18(b) heretoin respect of all such Contingent Obligations shall not at any one time exceed $10,000,000.

Contingent Obligations. No Principal The Company willwill not, and no Principal Company will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company any Subsidiary Guarantor may become and remain liable as guarantor with respect to Contingent Obligations in respect any Indebtedness, obligation or liability of the Company or any other Subsidiary Guaranty Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement, provided that a Subsidiary Guarantor (x) may not guaranty any Subordinated Exchange Debentures and (y) may only guaranty Permitted Refinancing Debt if and to the Parent may become and remain liable with respect to Contingent Obligations in respect extent either (A) it guarantied the indebtedness refinanced thereby or (B) such Subsidiary Guarantor would have guarantied the indebtedness refinanced thereby if it had been a Subsidiary of the Parent GuarantyCompany while such indebtedness was outstanding; (b) such Principal Contingent Obligations pursuant to the Subsidiary Guaranty; (c) Contingent Obligations pursuant to the Additional Facility Documents; (d) Contingent Obligations under Interest Rate Protection Agreements with respect to the Revolving Loans, loans incurred under the Existing Credit Agreements or any other floating rate Indebtedness of the Company and its Restricted Subsidiaries otherwise permitted by this Agreement; (e) Contingent Obligations pursuant to the Contribution Agreement; (f) Contingent Obligations of the Company outstanding on the Effective Date and listed on Part B of Annex V hereto ("Existing Contingent Obligations"), without giving effect to any subsequent extension, renewal or refinancing thereof; (g) the Company may become and remain liable as guarantor with respect to Contingent Obligations any Indebtedness, obligation or liability of any Subsidiary Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement; (ih) in respect of customary indemnification the Company and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements its Restricted Subsidiaries may guaranty in the ordinary course of business or (iii) otherwise approved in writing by loans and advances to officers, employees and agents so long as the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business aggregate principal amount of the obligations of or to suppliers, customers, franchisees loans and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount advances so guaranteed does not to exceed $3,000,000 in any fiscal year 10,000,000 less the principal amount of all loans and $8,000,000 in the aggregate advances outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect pursuant to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.17.05(j); and (ei) such Principal Company may become additional Contingent Obligations (including, without limitation, Contingent Obligations consisting of Non-Facility Letters of Credit and remain liable reimbursement obligations with respect to Contingent Obligations in respect of guaranties of obligations thereto) not otherwise permitted hereunder not exceeding (for the Company and all of its Subsidiaries identified on Schedule 5.18(bRestricted Subsidiaries) heretoin aggregate principal amount at any time outstanding an amount equal to the lesser of (x) $30,000,000 and (y) when added to the aggregate principal amount of Indebtedness outstanding under Sections 7.04(a) and 7.04(j) at such time, $150,000,000.

Contingent Obligations. No Principal Company will, and no Principal Company will permit any None of its the Borrower’s Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, business; (ii) in respect Permitted Existing Contingent Obligations; (iii) obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification obligations incurred in connection with license agreements any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Borrower or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees surety, appeal and performance bonds obtained by the Borrower or any Subsidiary in the ordinary course of business business; (v) Contingent Obligations of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and Subsidiary Guarantors under the Subsidiary Guaranty; (iivi) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Subsidiaries which are Subsidiary Guarantors under a guaranty of the Indebtedness of the other Principal Company Borrower evidenced by the Term Loan Credit Agreement, the Senior Notes, the Senior Note Purchase Agreements and any Permitted Financing Facility; (vii) Contingent Obligations of the Borrower or any other Subsidiary or any Principal Company permitted by Section 10.1of its Subsidiaries arising under the Receivables Purchase Documents; and (eviii) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties non-domestic Subsidiaries represented by guarantees of obligations of its other non-domestic Subsidiaries; (ix) Contingent Obligations of Subsidiaries identified on Schedule 5.18(bwhich are guarantors under a guaranty of Indebtedness of a Subsidiary of the Borrower (including a Permitted Financing Facility) hereto.permitted under

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company any Subsidiary Guarantor may become and remain liable as guarantor with respect to any Indebtedness, obligation or liability of the Borrower or any other Subsidiary Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement, PROVIDED that a Subsidiary Guarantor (x) may not guaranty any Subordinated Exchange Debentures and (y) may only guaranty Permitted Refinancing Debt if and to the extent either (A) it guarantied the indebtedness refinanced thereby or (B) such Subsidiary Guarantor would have guarantied the indebtedness refinanced thereby if it had been a Subsidiary of the Borrower while such indebtedness was outstanding; (b) Contingent Obligations pursuant to the Guaranties; (c) Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable Letters of Credit; (d) Contingent Obligations under Interest Rate Protection Agreements with respect to Contingent Obligations in respect the Loans or any other Indebtedness of the Parent GuarantyBorrower and its Restricted Subsidiaries otherwise permitted by this Agreement; (be) such Principal Company Contingent Obligations pursuant to the Contribution Agreement; (f) Contingent Obligations of the Borrower outstanding on the Effective Date and its Subsidiaries listed on Part B of Annex V hereto ("Existing Contingent Obligations"), without giving effect to any subsequent extension, renewal or refinancing thereof; (i) the Borrower may become and remain liable as guarantor with respect to Contingent Obligations (i) in respect any Indebtedness, obligation or liability of customary indemnification any Subsidiary Guarantor and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) any Excluded Foreign Restricted Subsidiary may become liable as a guarantor with respect to any Indebtedness, obligation or liability of any other Excluded Foreign Restricted Subsidiary, in respect of customary indemnification obligations incurred in connection with license agreements each case to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement; (h) the Borrower and its Restricted Subsidiaries may guaranty in the ordinary course of business or (iii) otherwise approved in writing by loans and advances to officers, employees and agents so long as the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business aggregate principal amount of the obligations of or to suppliers, customers, franchisees loans and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount advances so guaranteed does not to exceed $3,000,000 in any fiscal year 45,000,000 less the principal amount of all loans and $8,000,000 in the aggregate advances outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect pursuant to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.18.05(j); and (ei) such Principal Company may become additional Contingent Obligations (including, without limitation, Contingent Obligations consisting of Non-Facility Letters of Credit and remain liable reimbursement obligations with respect to Contingent Obligations in respect of guaranties of obligations thereto) not otherwise permitted hereunder not exceeding (for the Borrower and all of its Subsidiaries identified on Schedule 5.18(bRestricted Subsidiaries) heretoin aggregate principal amount at any time outstanding an amount equal to the lesser of (x) $50,000,000 and (y) when added to the aggregate principal amount of Indebtedness outstanding under Section 8.04(j) at such time, $250,000,000.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company any Subsidiary Guarantor may become and remain liable as guarantor with respect to any Indebtedness, obligation or liability of the Borrower or any other Subsidiary Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement; provided that a Subsidiary Guarantor may only guaranty Permitted Refinancing Debt if and to the extent either (x) it guaranteed the indebtedness refinanced thereby or (y) such Subsidiary Guarantor would have guaranteed the indebtedness refinanced thereby if it had been a Subsidiary of the Borrower while such indebtedness was outstanding; (b) Contingent Obligations pursuant to the Guaranties; (c) Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable Letters of Credit; (d) Contingent Obligations under Interest Rate Protection Agreements with respect to Contingent Obligations in respect the Loans or any other Indebtedness of the Parent GuarantyBorrower and its Restricted Subsidiaries otherwise permitted by this Agreement; (be) such Principal Company Contingent Obligations pursuant to the Contribution Agreement; (f) Contingent Obligations of the Borrower outstanding on the Effective Date and its Subsidiaries listed on Part B of Annex V hereto (“Existing Contingent Obligations”), without giving effect to any subsequent extension, renewal or refinancing thereof; (i) the Borrower may become and remain liable as guarantor with respect to Contingent Obligations (i) in respect any Indebtedness, obligation or liability of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3Subsidiary Guarantor, (ii) any Excluded Foreign Restricted Subsidiary may become liable as a guarantor with respect to any Indebtedness, obligation or liability of any other Excluded Foreign Restricted Subsidiary and (iii) any Partially-Owned Restricted Subsidiary that is not a Subsidiary Guarantor may become liable as a guarantor with respect to any Indebtedness, obligation or liability of any other Partially-Owned Restricted Subsidiary that is not a Subsidiary Guarantor, in respect of customary indemnification obligations incurred in connection with license agreements each case to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement; (h) the Borrower and its Restricted Subsidiaries may guaranty in the ordinary course of business or (iii) otherwise approved in writing by loans and advances to officers, employees and agents so long as the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business aggregate principal amount of the obligations of or to suppliers, customers, franchisees loans and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount advances so guaranteed does not to exceed $3,000,000 in any fiscal year and $8,000,000 in 5,000,000 less the aggregate principal amount of all loans and advances outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect pursuant to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.19.05(j); and (ei) such Principal Company may become additional Contingent Obligations (including, without limitation, Contingent Obligations consisting of Non-Facility Letters of Credit and remain liable reimbursement obligations with respect to Contingent Obligations in respect of guaranties of obligations thereto) not otherwise permitted hereunder not exceeding (for the Borrower and all of its Subsidiaries identified on Schedule 5.18(bRestricted Subsidiaries) heretoin aggregate principal amount at any time outstanding $5,000,000.

Contingent Obligations. No Principal Company will, and no Principal Company will permit any None of its the Parent Guarantor’s Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: : (a) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations negotiable instruments for collection in respect the ordinary course of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; business; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Permitted Existing Contingent Obligations (as defined in the 2015 Term Loan Agreement on the Fourth Amendment Effective Date); (c) Contingent Obligations (i) incurred by any Subsidiary of the Parent Guarantor to support the performance of bids, tenders, sales or contracts (other than for the repayment of borrowed money) of any other Subsidiary of the Parent Guarantor or, solely to the extent of its relative ownership interest therein, any Person (other than a Wholly-Owned Subsidiary of the Parent Guarantor) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales which such Subsidiary has a joint interest or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3ownership interest, (ii) in respect of customary indemnification obligations incurred in connection with license agreements each case in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees business, and, in the ordinary course case of business of joint ventures or other ownership interests, the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries Contingent Obligation in respect thereof is in an aggregate amount not to exceed $3,000,000 30,000,000, and (ii) with respect to surety, appeal and performance bonds obtained by the Parent Guarantor or any Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Sections 10.7 and 10.10) or, solely to the extent of its relative ownership interest therein, any Person (other than a Wholly-Owned Subsidiary of the Parent Guarantor) in any fiscal year and $8,000,000 which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of business and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate outstanding at any time; amount not to exceed $30,000,000; (d) such Principal Company Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; and its Subsidiaries may become and remain liable with respect to (e) Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become Transaction Facilities and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of The ▇▇▇▇ Group Inc. and its Subsidiaries identified on Schedule 5.18(b) heretopermitted under the Transaction Agreement.

Contingent Obligations. No Principal Company will, and no Principal Company will permit Neither the Borrower nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (ai) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations negotiable instruments for collection in respect the ordinary course of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantybusiness; (bii) such Principal Company and its Subsidiaries may become and remain liable with respect to Permitted Existing Contingent Obligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrower or such Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iiii) in respect obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales any Person, which have been or other sales of assets permitted under Section 10.6 are undertaken or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements made in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries not for the benefit of suppliers, customers, franchisees and licensees or in favor of an Affiliate of the Borrower or such Principal Company and its Subsidiaries in an aggregate amount Subsidiary; (iv) Contingent Obligations arising under the Transaction Documents; (v) additional Contingent Obligations which do not to exceed $3,000,000 in any fiscal year and $8,000,000 100,000 in the aggregate outstanding at any time; (dvi) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations in respect of any Indebtedness of surety, appeal and performance bonds obtained by the other Principal Company Borrower or any other Subsidiary or any Principal Company permitted by Section 10.1in the ordinary course of business; and (evii) Contingent Obligations consisting of the guarantee of Indebtedness of Holdings ("UPSTREAM GUARANTEE") provided: (A) the Indebtedness guaranteed is for a sum certain; (B) such Principal Company may become and remain liable Upstream Guarantee shall be with respect to Contingent Obligations in respect Indebtedness the principal amount of guaranties which does not exceed the amount which the Borrower would be permitted to pay at the time such Upstream Guarantee is entered into as a dividend under Section 6.3(F)(i) below; and (C) the aggregate amount of obligations Indebtedness guaranteed is deducted from any calculations of its Subsidiaries identified on Schedule 5.18(bdividends and interest distributions permitted under Section 6.3(F)(i) heretofor so long as such Upstream Guarantee is outstanding.

Contingent Obligations. No Principal Company will, and no Principal Company will permit Neither the Borrower nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (ai) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations negotiable instruments for collection in respect the ordinary course of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantybusiness; (bii) such Principal Company and its Subsidiaries may become and remain liable with respect to Permitted Existing Contingent Obligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrower or such Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iiii) in respect obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales any Person, which have been or other sales of assets permitted under Section 10.6 are undertaken or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements made in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries not for the benefit of suppliersor in favor of an Affiliate of the Borrower or such Subsidiary; (iv) Contingent Obligations arising under the Transaction Documents or incurred in connection with any Acquisition permitted under terms of the Original Credit Agreement, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount the Restated Credit Agreement or the Second Restated Credit Agreement; (v) additional Contingent Obligations which do not to exceed $3,000,000 in any fiscal year and $8,000,000 100,000 in the aggregate outstanding at any time; (dvi) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations in respect of any Indebtedness of surety, appeal and performance bonds obtained by the other Principal Company Borrower or any other Subsidiary or any Principal Company permitted by Section 10.1in the ordinary course of business; and (evii) Contingent Obligations consisting of the guarantee of Indebtedness of Holdings ("Upstream Guarantee") provided: (A) the Indebtedness guaranteed is for a sum certain; (B) such Principal Company may become and remain liable Upstream Guarantee shall be with respect to Contingent Obligations in respect Indebtedness the principal amount of guaranties which does not exceed the amount which the Borrower would be permitted to pay at the time such Upstream Guarantee is entered into as a dividend under Section 6.3(F)(i) below; and (C) the aggregate amount of obligations Indebtedness guaranteed is deducted from any calculations of its Subsidiaries identified on Schedule 5.18(bdividends and interest distributions permitted under Section 6.3(F)(i) heretofor so long as such Upstream Guarantee is outstanding.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company nor will it permit any of its Subsidiaries to, make or suffer to exist any Contingent Obligation, except (a) pursuant to the Guaranties; (b) Contingent Obligations of the Borrower and any of its Subsidiaries described on Schedule III; (c) Contingent Obligations incurred by the Borrower in respect of the obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any Guarantor; (d) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any of its Subsidiaries that is a Guarantor; (e) Contingent Obligations incurred by any Subsidiary in respect of the obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, create or become or remain liable by the Borrower and not incurred in anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations; (f) Contingent Obligations incurred by any Guarantor with respect to any Contingent Obligation, except: Indebtedness permitted by Section 6.22; (ag) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect incurred by any Guarantor pursuant to a guaranty of repayment of the Subsidiary Guaranty Indebtedness of the Borrower under the 2013 Subordinated Notes, the 2015 Subordinated Notes and the Parent may become 2020 Subordinated Notes and remain liable with respect to Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment in respect connection with any extension, renewal or replacement of any such Indebtedness permitted by Section 6.22(g)(i); (h) Contingent Obligations incurred by the Borrower pursuant to a guaranty of repayment of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect obligations of customary indemnification and purchase price adjustment obligations Omnicare Capital Trust I, a wholly-owned statutory trust of Borrower and/or of Omnicare Capital Trust II, a wholly-owned statutory trust of Borrower incurred in connection with the Exchange Transaction; (Ai) Asset Sales or other sales Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a subordinated guaranty of assets permitted repayment of Indebtedness of the Borrower under Section 10.6 or (B) any acquisition permitted under Section 10.3the 2035 Convertible Notes and Contingent Obligations incurred by Omnicare Purchasing Company, (ii) in respect L.P. pursuant to a guaranty of customary indemnification obligations incurred repayment in connection with license agreements in the ordinary course of business any extension, renewal or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business replacement of the obligations of or 2035 Convertible Notes permitted by Section 6.22(g)(i); (j) other Contingent Obligations, together with Investments permitted pursuant to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (iiSection 6.14(o) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding more than 5% of Consolidated Net Worth at any time; time outstanding; and (dk) such Principal Company and its Subsidiaries may become and remain liable with respect on or prior to the Existing Subordinated Notes Redemption Date, Contingent Obligations in respect incurred by any Guarantor pursuant to a guaranty of any repayment of the Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoBorrower under the Existing Subordinated Notes.

Contingent Obligations. No Principal Company willCredit Party shall, and no Principal Company will Credit Party shall suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except in respect of the Obligations and except: (a) Subsidiaries endorsements for collection or deposit in the Ordinary Course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyBusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements Swap Agreements entered into in the ordinary course Ordinary Course of business or (iii) otherwise approved in writing by the Business for bona fide hedging purposes and not for speculation, with prior written notice to US Agent; (c) Contingent Obligations of the Credit Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Principal Company and its Contingent Obligations or impose materially more restrictive or adverse terms on the Credit Parties or their Subsidiaries may become and remain liable as compared to the terms of the Contingent Obligation being renewed or extended; (d) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (e) Contingent Obligations arising with respect to Contingent Obligations customary indemnification obligations in favor of (i) under guarantees sellers in connection with the ordinary course of business of the obligations of or to suppliers, customers, franchisees Second Lien Indebtedness and licensees of such Principal Company and its Subsidiaries Permitted Acquisitions and (ii) purchasers in connection with dispositions permitted under subsection 5.2; (f) Contingent Obligations arising under Letters of Credit; (g) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Credit Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to financial institutions providing the Obligations, such guarantee shall be subordinated to the same extent; (h) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeals bonds, performance bonds, performance guarantees on behalf and other similar obligations; (i) product warranties provided by a Credit Party or Subsidiary of such Principal Company and its a Credit Party in the Ordinary Course of Business; (j) guarantees by US Credit Parties of Indebtedness of Foreign Subsidiaries for (other than Canadian Foreign Subsidiaries) of the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries US Borrower in an aggregate amount not to exceed $3,000,000 in any fiscal year exceed, when combined with the US Dollar Equivalent of the intercompany extensions of credit permitted pursuant to subsections 5.4(b)(ii) and $8,000,000 in the aggregate 5.4(b)(v) outstanding at any such time and of the capital contributions permitted pursuant to subsection 5.4(h)(iv) outstanding at such time, the US Dollar Equivalent of $20,000,000; (dk) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1reserved; and (el) such Principal Company may become and remain liable with respect to other Contingent Obligations not exceeding the US Dollar Equivalent of $1,500,000 in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretothe aggregate at any time outstanding.

Contingent Obligations. No Principal Company willLoan Party shall, and no Principal Company will nor shall any Loan Party permit any of its Subsidiaries Restricted Subsidiary to, at any time, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, exceptObligation except for those: (a) Subsidiaries resulting from endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations negotiable instruments for collection in respect the ordinary course of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantybusiness; (b) such Principal Company and its Subsidiaries may become and remain liable arising in the ordinary course of business with respect to customary indemnification obligations incurred in the ordinary course of business and (ii) in connection with Permitted Acquisitions and Permitted Investments and permitted dispositions of assets (provided that, such obligations shall in no event exceed the amount of proceeds received in connection therewith, subject to carve outs from such limitation on such obligations for fraud and for other customary reasons); (c) incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations in an aggregate amount at any time not to exceed the greater of (i) $10,000,000 and (ii) 10% of EBITDA of the Borrower and the Restricted Subsidiaries for the Test Period; (d) constituting Investments permitted pursuant to Section 7.5; (e) Guarantees by any Loan Party of Indebtedness permitted hereunder (other than Indebtedness of any Subsidiary that is not a Loan Party and Excluded Swap Obligations) (provided that such guaranty obligation shall in no event exceed the amount of such Indebtedness plus other related costs and expenses of collection as set forth in such guaranty); (f) arising with respect to deferred compensation to officers or employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (g) arising under the Loan Documents and in connection with any Secured Hedge permitted hereunder; (h) arising with respect to Permitted Stimulus Indebtedness upon terms and conditions (including as to any proposed limitation on distributions or dividends to be made by any Loan Party or Restricted Subsidiary providing such Contingent Obligation) reasonably acceptable to Administrative Agent; provided that the aggregate outstanding amount of Investments in Stimulus Recipient Subsidiaries and the amount of Contingent Obligations entered into by the Borrower or any of its Restricted Subsidiaries (iother than Stimulus Recipient Subsidiaries) in respect of customary indemnification Permitted Stimulus Indebtedness shall not exceed in the aggregate at any time the greater of (i) $30,000,000 and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) 35% of EBITDA of the Borrower and the Restricted Subsidiaries for the Test Period; (i) Guarantees by any Foreign Restricted Subsidiary of Indebtedness of a Foreign Restricted Subsidiary which is permitted hereunder, in an aggregate amount at any time not to exceed the greater of (i) $40,000,000 and (ii) 45% of EBITDA of the Borrower and the Restricted Subsidiaries for the Test Period; (j) arising in the ordinary course of business with respect of to customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1liability insurance coverage; and (ek) such Principal Company may become and remain liable Contingent Obligations with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretocash management.

Contingent Obligations. No Principal Company willCredit Party shall, and no Principal Company will Credit Party shall permit any of its Restricted Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except in respect of the Obligations and except: (a) Subsidiaries endorsements for collection or deposit in the Ordinary Course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyBusiness; (b) such Principal Company Secured Swap Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and its Subsidiaries may become and remain liable not for speculation with Agent’s prior written consent, except in respect to of the Contingent Obligations incurred in accordance with clause (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agentbelow; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations Credit Parties and their Restricted Subsidiaries existing as of or to suppliersthe Closing Date and listed in Schedule 5.9, customers, franchisees including extension and licensees renewals thereof which do not increase the amount of such Principal Company and its Contingent Obligations or impose materially more restrictive or adverse terms on the Credit Parties or their Restricted Subsidiaries and (ii) as compared to financial institutions providing performance guarantees on behalf the terms of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeContingent Obligation being renewed or extended; (d) Contingent Obligations arising under indemnity agreements to title insurers to cause such Principal Company and its Subsidiaries may become and remain liable title insurers to issue to Agent title insurance policies; (e) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 5.2(b); (f) Contingent Obligations in respect arising under Letters of Credit; (g) Contingent Obligations arising under guaranties of obligations of any Indebtedness Restricted Subsidiary that is a Subsidiary Guarantor and, subject to Section 5.16 and the Permitted Partnership Activities, any Borrower, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guaranty shall be subordinated to the same extent; (h) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeals bonds, performance bonds and other similar obligations; (i) Contingent Obligations of any Credit Party incurred under Commodity Agreements with respect to Hydrocarbons or synthetic gas designed to protect against fluctuations in production costs; (j) Contingent Obligations of any Credit Party incurred under Commodity Agreements to match such Credit Party’s prepaid sales of fertilizer products; (k) other Contingent Obligations not exceeding $3,000,000 in the other Principal Company or aggregate at any other Subsidiary or any Principal Company permitted by Section 10.1time outstanding; and (el) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its the Credit Parties and Restricted Subsidiaries identified on Schedule 5.18(bconstituting Indebtedness permitted under Sections 5.5(o) heretoand 5.5(h).

Contingent Obligations. No Principal Company will, and no Principal Company will permit any None of its the Borrower’s Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, business; (ii) in respect Permitted Existing Contingent Obligations; (iii) obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification obligations incurred in connection with license agreements any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Borrower or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Borrower or any Subsidiary in the ordinary course of business; (v) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; (ivi) Contingent Obligations of Subsidiaries which are guarantors under a guaranty of the Indebtedness evidenced by the Existing Credit Agreement, the Senior Notes and the Senior Note Purchase Agreements; (vii) Contingent Obligations of the Borrower or any of its Subsidiaries arising under the Receivables Purchase Documents; (viii) Contingent Obligations of the Singapore Regional Group under the Singapore Guarantees; (ix) Contingent Obligations of non-domestic Subsidiaries represented by guarantees of obligations of other non-domestic Subsidiaries; (x) Contingent Obligations of Subsidiaries which are guarantors under a guaranty of Indebtedness permitted under Section 7.3(A)(ix); and (xi) Contingent Obligations incurred in the ordinary course of business by any of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Borrower’s Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoany Subsidiary.

Contingent Obligations. No Principal Company willCredit Party shall, and no Principal Company will Credit Party shall suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations in respect of Indebtedness except in respect of the Obligations and except: (a) Subsidiaries endorsements for collection or deposit in the Ordinary Course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyBusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements Rate Contracts entered into in the ordinary course Ordinary Course of business or (iii) otherwise approved Business for bona fide hedging purposes and not for speculation and Bank Product Obligations entered into in writing by the AgentOrdinary Course of Business; (c) Contingent Obligations of the Credit Parties and their Subsidiaries existing (or committed to be made pursuant to a binding commitment) as of the Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Principal Company and its Contingent Obligations or impose materially more restrictive or adverse terms on the Credit Parties or their Subsidiaries may become and remain liable as compared to the terms of the Contingent Obligation being renewed or extended; (d) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (e) Contingent Obligations arising with respect to Contingent Obligations customary indemnification obligations in favor of (i) under guarantees sellers in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under subsection 5.2(b); (f) Contingent Obligations arising under letters of credit issued for the account of the Borrower or any of its Subsidiaries otherwise permitted hereunder; (g) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Credit Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to financial institutions providing the Obligations, such guarantee shall be subordinated to the same extent; (h) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeals bonds, leases, performance guarantees on behalf bonds and other similar obligations; (i) Contingent Obligations arising under the Loan Documents; (j) Contingent Obligations of (i) a Credit Party with respect to the obligations of another Credit Party (other than Holdings) otherwise permitted hereunder, (ii) a First Tier Foreign Subsidiary with respect to the obligations of another First Tier Foreign Subsidiary otherwise permitted hereunder, (iii) a non-First Tier Foreign Subsidiary with respect to the obligations of another non-First Tier Foreign Subsidiary or a First Tier Foreign Subsidiary otherwise permitted hereunder, (iv) an Immaterial Subsidiary with respect to the obligations of another Immaterial Subsidiary otherwise permitted hereunder, (v) a Foreign Subsidiary with respect to the obligations of a Credit Party and (vi) a Credit Party with respect to the obligations of a Foreign Subsidiary otherwise permitted hereunder; provided, that the aggregate amount of such Principal Company and its Subsidiaries for Contingent Obligations under this clause (vi) shall not exceed the benefit Available Amount at any time outstanding; (k) Contingent Obligations arising under guarantees of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries the real estate leases relating to Project Pie in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 3,500,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1time outstanding; and (el) such Principal Company may become and remain liable with respect to other Contingent Obligations not exceeding: $3,000,000 in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretothe aggregate at any time outstanding.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company any Subsidiary Guarantor may become and remain liable as guarantor with respect to any Indebtedness, obligation or liability of the Borrower or any other Subsidiary Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement, provided that a Subsidiary Guarantor (x) may not guaranty any Subordinated Exchange Debentures and (y) may only guaranty Permitted Refinancing Debt if and to the extent either (A) it guarantied the indebtedness refinanced thereby or (B) such Subsidiary Guarantor would have guarantied the indebtedness refinanced thereby if it had been a Subsidiary of the Borrower while such indebtedness was outstanding; (b) Contingent Obligations pursuant to the Guaranties; (c) Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable Letters of Credit; (d) Contingent Obligations under Interest Rate Protection Agreements with respect to Contingent Obligations in respect the Loans or any other Indebtedness of the Parent GuarantyBorrower and its Restricted Subsidiaries otherwise permitted by this Agreement; (be) such Principal Company Contingent Obligations pursuant to the Contribution Agreement; (f) Contingent Obligations of the Borrower outstanding on the Effective Date and its Subsidiaries listed on Part B of Annex V hereto (“Existing Contingent Obligations”), without giving effect to any subsequent extension, renewal or refinancing thereof; (i) the Borrower may become and remain liable as guarantor with respect to Contingent Obligations (i) in respect any Indebtedness, obligation or liability of customary indemnification any Subsidiary Guarantor and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) any Excluded Foreign Restricted Subsidiary may become liable as a guarantor with respect to any Indebtedness, obligation or liability of any other Excluded Foreign Restricted Subsidiary, in respect of customary indemnification obligations incurred in connection with license agreements each case to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement; (h) the Borrower and its Restricted Subsidiaries may guaranty in the ordinary course of business or (iii) otherwise approved in writing by loans and advances to officers, employees and agents so long as the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business aggregate principal amount of the obligations of or to suppliers, customers, franchisees loans and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount advances so guaranteed does not to exceed $3,000,000 in any fiscal year 45,000,000 less the principal amount of all loans and $8,000,000 in the aggregate advances outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect pursuant to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.18.05(j); and (ei) such Principal Company may become additional Contingent Obligations (including, without limitation, Contingent Obligations consisting of Non-Facility Letters of Credit and remain liable reimbursement obligations with respect to Contingent Obligations in respect of guaranties of obligations thereto) not otherwise permitted hereunder not exceeding (for the Borrower and all of its Subsidiaries identified on Schedule 5.18(bRestricted Subsidiaries) heretoin aggregate principal amount at any time outstanding an amount equal to the lesser of (x) $50,000,000 and (y) when added to the aggregate principal amount of Indebtedness outstanding under Section 8.04(j) at such time, $250,000,000.

Contingent Obligations. No Principal Company will, and no Principal Company will permit any None of its the Parent Guarantor’s Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: : (a) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations negotiable instruments for collection in respect the ordinary course of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; business; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Permitted Existing Contingent Obligations (as defined in the 2015 Term Loan Agreement on the Sixth Amendment Effective Date); (c) Contingent Obligations (i) incurred by any Subsidiary of the Parent Guarantor to support the performance of bids, tenders, sales or contracts (other than for the repayment of borrowed money) of any other Subsidiary of the Parent Guarantor or, solely to the extent of its relative ownership interest therein, any Person (other than a Wholly-Owned Subsidiary of the Parent Guarantor) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales which such Subsidiary has a joint interest or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3ownership interest, (ii) in respect of customary indemnification obligations incurred in connection with license agreements each case in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees business, and, in the ordinary course case of business of joint ventures or other ownership interests, the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries Contingent Obligation in respect thereof is in an aggregate amount not to exceed $3,000,000 30,000,000, and (ii) with respect to surety, appeal and performance bonds obtained by the Parent Guarantor or any Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Sections 10.7 and 10.10) or, solely to the extent of its relative ownership interest therein, any Person (other than a Wholly-Owned Subsidiary of the Parent Guarantor) in any fiscal year and $8,000,000 which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of business and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate outstanding at any time; amount not to exceed $30,000,000; (d) such Principal Company Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; and its Subsidiaries may become and remain liable with respect to (e) Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become Transaction Facilities and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of The ▇▇▇▇ Group Inc. and its Subsidiaries identified on Schedule 5.18(b) heretopermitted under the Transaction Agreement.

Contingent Obligations. No Principal Neither the Company will, and no Principal Company will permit nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: : (ai) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations, together with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to replacement Contingent Obligations (ion substantially similar terms as the Permitted Existing Contingent Obligations) in respect to the extent of customary indemnification any Permitted Refinancing Indebtedness of the Indebtedness that was the subject of such Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees and purchase price adjustment obligations incurred in connection with (A) Asset Sales indemnities, not relating to Indebtedness of any Person, which have been or other sales of assets permitted under Section 10.6 are undertaken or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees surety, appeal and performance bonds obtained by the Company or any Subsidiary in the ordinary course of business business, (v) Contingent Obligations of the obligations Subsidiary Guarantors under the Subsidiary Guaranty or of or to suppliers, customers, franchisees and licensees a Foreign Guarantor under a guaranty of such Principal Company and its Subsidiaries the Indebtedness under the agreements described in clauses (vi) and (iivii) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the Senior Notes, the 2008 Senior Notes, the 2009 Senior Notes, the Note Agreement, the 2008 Note Agreement, the 2009 Note Agreement, the Revolving Credit Facility, the 2008 Term Loan Facility or any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to financial institutions providing performance guarantees on behalf any of the foregoing and in a principal amount equal to or greater than $25,000,000, so long as the creditors under such Principal facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (ix) Contingent Obligations of the Company or any Subsidiary arising from the guaranty of Indebtedness of the Company or any Subsidiary, as applicable, to the extent such Indebtedness was permitted pursuant to Section 7.3(A); (x) Contingent Obligations in respect of representations and its Subsidiaries for the benefit warranties customarily given in respect of suppliersAsset Sales otherwise permitted hereunder; and (xi) Contingent Obligations, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 150,000,000 at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect time outstanding, arising as a result of the guaranty of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company not described in clauses (i) through (x) hereof and otherwise permitted by under Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto7.3(A).

Contingent Obligations. No Principal Company will, and no Principal Company will permit any None of its the Borrower’s Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, business; (ii) in respect Permitted Existing Contingent Obligations; (iii) obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification obligations incurred in connection with license agreements any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Borrower or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Borrower or any Subsidiary in the ordinary course of business; (v) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; (ivi) Contingent Obligations of Subsidiaries which are Subsidiary Guarantors under a guaranty of the Indebtedness of the Borrower evidenced by the Revolving Credit Agreement, the Dutch Credit Agreement, any Permitted Financing Facility and, prior to the Specified Repayment Transaction in respect of the Senior Notes, the Senior Notes and the Senior Note Purchase Agreements; (vii) prior to the Specified Repayment Transaction in respect of the Receivables Purchase Facility, Contingent Obligations of the Borrower or any of its Subsidiaries arising under the Receivables Purchase Documents; (viii) Contingent Obligations of non-domestic Subsidiaries represented by guarantees of obligations of other non-domestic Subsidiaries; (ix) Contingent Obligations of Subsidiaries which are guarantors under a guaranty of Indebtedness of a Subsidiary of the Borrower (including a Permitted Financing Facility) permitted under Section 7.3(A)(ix) (provided that, for the avoidance of doubt, Contingent Obligations with respect to Spinco’s obligations under the Spinco High Yield Bond Financing shall only be permitted if the Spinco High Yield Bond Conditions are satisfied) and (x) Contingent Obligations incurred in the ordinary course of business by any of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Borrower’s Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoany Subsidiary.

Contingent Obligations. No Principal Company willThe Loan Parties will not, and no Principal Company will not permit any of its their respective Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, exceptObligation except those: (aA) Subsidiaries resulting from endorsement of such Principal Company may become negotiable instruments for collection in the ordinary course of business; (B) arising under indemnity agreements to title insurers in connection with mortgagee title insurance policies in favor of Administrative Agent for the benefit of itself and remain liable the other Lenders; (C) arising with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements Permitted Acquisitions and Investments and permitted dispositions of assets (provided that such obligations shall in no event exceed the amount of proceeds received in connection therewith, subject to carve outs from such limitation on such obligations for fraud and for other customary reasons); (D) arising in the ordinary course of business or (iii) otherwise approved with respect to customary indemnification obligations incurred in writing by the Agentconnection with liability insurance coverage; (cE) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $2,000,000 in aggregate liability; (F) incurred as a guaranty of Indebtedness permitted by Subsection 3.1 (provided that such guaranty obligation shall in no event exceed the obligations of or to suppliers, customers, franchisees and licensees amount of such Principal Company Indebtedness plus other related costs and expenses of collection as set forth in such guaranty); (G) constituting Investments permitted pursuant to Subsection 3.3 (including commitments to make Permitted Acquisitions and Investments); (H) Contingent Obligations arising with respect to the RTPark Preferred Stock; (I) Contingent Obligations arising under the Loan Documents and under Hedge Agreements; and (J) Contingent Obligations arising with respect to Permitted Stimulus Indebtedness upon terms and conditions (including as to any proposed limitation on distributions or dividends to be made by any Loan Party or Subsidiary providing such Contingent Obligation) reasonably acceptable to Administrative Agent; provided that (y) the aggregate outstanding amount of Investments in Stimulus Recipient Subsidiaries and the amount of Contingent Obligations entered into by Borrower or any of its Subsidiaries (other than Stimulus Recipient Subsidiaries) in respect of Permitted Stimulus Indebtedness shall not exceed $25,000,000 at any time, and (z) the aggregate outstanding amount of Investments in Stimulus Recipient Subsidiaries, the amount of Contingent Obligations entered into by Borrower or any of its Subsidiaries (other than Stimulus Recipient Subsidiaries) in respect of Permitted Stimulus Indebtedness and the aggregate consideration of all Permitted Acquisitions and Investments (calculated as provided in the definition of Permitted Acquisitions and Investments) shall not exceed at any time the sum of (i) $140,000,000 plus (ii) the Net Proceeds of equity issuances by Borrower made after the earlier of the Initial Funding Date and the Term Loan B Availability Expiration Date in the amount of up to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount but not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect 100,000,000, which Net Proceeds have not been used to Contingent Obligations in respect cure a Default or Event of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoDefault under Subsection 4.1.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company nor will it permit any of its Subsidiaries to, make or suffer to exist any Contingent Obligation, except (a) pursuant to the Guaranties; (b) Contingent Obligations of the Borrower and any of its Subsidiaries described on Schedule III; (c) Contingent Obligations incurred by the Borrower in respect of the obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any Guarantor; (d) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any of its Subsidiaries that is a Guarantor; (e) Contingent Obligations incurred by any Subsidiary in respect of the obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, create or become or remain liable by the Borrower and not incurred in anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations; (f) Contingent Obligations incurred by any Guarantor with respect to any Contingent Obligation, except: Indebtedness permitted by Section 6.22; (ag) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect incurred by any Guarantor pursuant to a guaranty of repayment of the Subsidiary Guaranty Indebtedness of the Borrower under the 2020 Subordinated Notes and the Parent may become 2025 Subordinated Convertible Notes and remain liable with respect to Contingent Obligations in respect incurred by any Guarantor pursuant to a guaranty of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred repayment in connection with any extension, renewal or replacement of any such Indebtedness permitted by Section 6.22(g)(i); (Ah) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations Contingent Obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect Borrower pursuant to Contingent Obligations (i) under guarantees in the ordinary course a guaranty of business repayment of the obligations of Omnicare Capital Trust I, a wholly-owned statutory trust of Borrower and/or of Omnicare Capital Trust II, a wholly-owned statutory trust of the Borrower; (i) Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a subordinated guaranty of repayment of Indebtedness of the Borrower under the 2035 Convertible Notes and Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a guaranty of repayment in connection with any extension, renewal or to suppliers, customers, franchisees and licensees replacement of such Principal Company and its Subsidiaries the 2035 Convertible Notes permitted by Section 6.22(g)(i); and (iij) other Contingent Obligations, together with Investments permitted pursuant to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliersSection 6.14(o), customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding more than 5% of Consolidated Net Worth at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretotime outstanding.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company nor will it permit any of its Subsidiaries to, directly make or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, except: except (a) Subsidiaries by endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales instruments for deposit or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements collection in the ordinary course of business or business; (iiib) otherwise approved in writing by pursuant to the Agent; Guaranties; (c) such Principal Company Contingent Obligations of the Borrower and any of its Subsidiaries may become and remain liable with respect to described on Schedule III hereto; (d) Contingent Obligations incurred by the Borrower in respect of the obligations (iother than obligations constituting Indebtedness of the types described in clauses (a), (d) under guarantees and (e) of the definition of "Indebtedness" and, to the extent issued in support of Indebtedness of the ordinary course types described in such clauses (a), (d) and (e), clause (h) of business the definition of "Indebtedness") of any Guarantor; (e) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of "Indebtedness" and, to the extent issued in support of Indebtedness of the types described in such clauses (a) (d) and (e), clause (h) of the definition of "Indebtedness") of any of its Subsidiaries that is a Guarantor; (f) Contingent Obligations incurred by any Subsidiary in respect of the obligations of or to suppliers, customers, franchisees and licensees any of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf existing at the time such Subsidiary is acquired, directly or indirectly, by the Borrower and not incurred in anticipation of such Principal Company Acquisition, and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations incurred by the Borrower in respect of any such obligations; (g) Contingent Obligations of the Borrower or any of its Subsidiaries arising under the Receivables Purchase Documents; (h) Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Indebtedness of the other Principal Company Borrower under the 2011 Subordinated Notes or any other Subsidiary or any Principal Company permitted by Section 10.1; andthe 2013 Subordinated Notes; (ei) such Principal Company may become and remain liable with respect to Contingent Obligations in respect incurred by the Borrower pursuant to a guaranty of guaranties repayment of the obligations of its Subsidiaries identified on Schedule 5.18(bOmnicare Capital Trust I, a wholly-owned statutory trust of Borrower; and (j) heretoother Contingent Obligations, together with Investments permitted pursuant to Section 6.15(n), not to exceed in the aggregate more than 5% of Consolidated Net Worth.

Contingent Obligations. No Principal Company willCreate, and no Principal Company will incur, assume or permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to exist any Contingent ObligationObligations of the US Borrower or its Restricted Subsidiaries, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty US Borrower and the Parent may become and remain liable with respect to Contingent Obligations in respect its Restricted Subsidiaries other than those permitted by subsections (b) through (j) that are existing as of the Parent Guarantydate hereof and listed on Schedule 7.13; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations Permitted Swap Obligations; (ic) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales endorsements for collection or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements deposit in the ordinary course of business or (iii) otherwise approved in writing by the Agentbusiness; (cd) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees Surety Instruments incurred in the ordinary course of business business, provided that the aggregate amount of such Contingent Obligations consisting of financial standby letters of credit (other than any Letter of Credit) in which either Borrower or any Restricted Subsidiaries has any actual or contingent reimbursement obligations shall not exceed $15,000,000 at any time; (e) Guaranty Obligations of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company US Borrower and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Restricted Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 50,000,000 at any time; (df) such Principal Company Guaranty Obligations of the US Borrower and its Restricted Subsidiaries may become and remain liable consisting of payment obligations incurred in connection with respect to Contingent an Acquisition permitted hereunder; (g) Guaranty Obligations in respect of any Indebtedness of the other Principal Company or any other US Borrower consisting of a guarantee by the US Borrower of obligations of a Restricted Subsidiary or by a Subsidiary of obligations of the US Borrower or a Restricted Subsidiary of the US Borrower under any Principal Company agreement not otherwise prohibited hereby; (h) Guaranty Obligations that are Investments permitted by under Section 10.17.02 or Indebtedness permitted under Section 7.03; 80 (i) Guaranty Obligations of the US Borrower and its Restricted Subsidiaries of suppliers, customers, franchisees and licensees in the ordinary course of business in an aggregate amount not to exceed $5,000,000 at any time outstanding pursuant to this clause (i); (j) Guaranty Obligations of the US Borrower not to exceed $5,000,000 pursuant to the US Borrower's guaranty in existence on the date hereof in favor of Tractebel Energia de Monterrey, S. de R. ▇. de C.V. and its successors and assigns; and (ek) such Principal Company may become and remain liable with respect Guaranty Obligations of the Guarantors pursuant to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretothe Loan Documents.

Contingent Obligations. No Principal Company willshall not, and no Principal Company will shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (ai) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (ia) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales Letters of assets permitted under Section 10.6 Credit, or (Bb) any acquisition permitted under Section 10.3, set forth in this Agreement; (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate Interest Rate Protection Agreements having a notional principal amount not exceeding $100,000,000 with respect to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time;Indebtedness permitted under subsection 6.1; 125 (diii) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness customary indemnification and purchase price adjustment obligations incurred in connection with sales of the other Principal Company or any other Subsidiary or any Principal Company assets permitted by Section 10.1; andunder subsection 6.7; (eiv) such Principal Company and its Subsidiaries may guarantee any obligations of their respective Subsidiaries (including Joint Ventures) provided that the aggregate amount guaranteed does not exceed $100,000,000; (v) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 6.4 annexed hereto; (vi) Company and its Subsidiaries may become and remain liable with respect to gold futures, options or forward sales contracts and Currency Protection Agreements or similar arrangements designed to protect Company or any of its Subsidiaries against fluctuations in the price of Gold or the relative exchange rates for currencies in accordance with current industry practice or the past practices of Company and its Subsidiaries provided that the notional amount of the aggregate contingent liability of Company and its Subsidiaries under all such futures, options, contracts agreements and arrangements does not at any time exceed $600,000,000; and (vii) Company and its Subsidiaries may become and remain liable with respect to (a) standby letters of credit with respect to pollution control bonds identified on Schedule 6.4 and refinancings thereof and Contingent Obligations in respect of guaranties standby letters of credit and surety bonds securing reclamation and other performance obligations under contracts, permits, statutes and regulations and made in the ordinary course of business, but not including Indebtedness or Contingent Obligations of Company and its Subsidiaries identified on Schedule 5.18(bfor borrowed money or as described in subsection 6.4(vi), and (b) heretostandby letters of credit and surety bonds securing Indebtedness or Contingent Obligations of Company and its Subsidiaries for borrowed money or to support Contingent Obligations described in subsections 6.4(ii) through (vi) in an aggregate amount not exceeding $50,000,000 at any time, it being understood that all letters of credit and surety bonds for which Company and its Subsidiaries are liable shall be permitted only under subsection 6.4(i) or this subsection 6.4(vii).

Contingent Obligations. No Principal The Company willand each Guarantor shall not, and no Principal Company will shall not permit any of its respective Subsidiaries to, directly or indirectly, create create, incur, assume or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except: (a) Subsidiaries endorsements for collection or deposit in the ordinary course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantybusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets Derivative Contracts permitted under Section 10.6 8.10 hereof; (c) obligations under plugging bonds, performance bonds and fidelity bonds issued for the account of the Company or (B) its Subsidiaries, obligations to indemnify or make whole any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations surety and similar agreements incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing and obligations of the Company under the Purchase and Sale Agreement dated November 4, 1998, as amended by the Agent; (c) such Principal Company First Amendment to Purchase and its Subsidiaries may become Sale Agreement dated January 13, 1999, among the Company, Ellwood, Chevron U.S.A., Inc. and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeChevron Pipeline Company; (d) such Principal Company this Agreement and its Subsidiaries may become and remain liable with respect to each Guaranty; (e) the Real Estate Contingent Obligations; (f) Guaranty Obligations of the Guarantors under or in respect of any (i) the First Lien Credit Documents, (ii) the Senior Note Debt Documents and (iii) Indebtedness incurred pursuant to Section 8.5(e); (g) indemnity obligations of the other Principal Company or any other Subsidiary or any Principal under the Purchase and Sale Agreement dated as of December 3, 2004 among the Company permitted by Section 10.1and the members of M▇▇▇▇▇▇ Energy, LLC; (h) obligations of the TexCal Subsidiaries in respect of “Assumed Liabilities” as such term is defined in the Purchase and Sale Agreement dated as of August 20, 2004 among Tri-Union Development Corporation and Tri-Union Operating Company, as Sellers and TexCal Energy, as Purchaser; and (ei) such Principal Company may become and remain liable with respect to Contingent Guaranty Obligations of the Guarantors under or in respect of guaranties of Permitted Indebtedness described in Section 8.5(g), which obligations of its Subsidiaries identified on Schedule 5.18(b) heretoare unsecured.

Contingent Obligations. No Principal Neither the Company will, and no Principal Company will permit nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: : (ai) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations, together with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to replacement Contingent Obligations (ion substantially similar terms as the Permitted Existing Contingent Obligations) in respect to the extent of customary indemnification any Permitted Refinancing Indebtedness of the Indebtedness that was the subject of such Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees and purchase price adjustment obligations incurred in connection with (A) Asset Sales indemnities, not relating to Indebtedness of any Person, which have been or other sales of assets permitted under Section 10.6 are undertaken or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees surety, appeal and performance bonds obtained by the Company or any Subsidiary in the ordinary course of business business, (v) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty or of a Foreign Guarantor under a guaranty of the Indebtedness under the agreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2008 Senior Notes, the 2009 Senior Notes, the 2008 Note Agreement, the 2009 Note Agreement, the Revolving Credit Facility or any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the foregoing and in a principal amount equal to or greater than $25,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (ix) Contingent Obligations of the Company or any Subsidiary arising from the guaranty of Indebtedness of the Company or any Subsidiary, as applicable, to suppliers, customers, franchisees the extent such Indebtedness was permitted pursuant to Section 7.3(A); (x) Contingent Obligations in respect of representations and licensees warranties customarily given in respect of such Principal Company and its Subsidiaries Asset Sales otherwise permitted hereunder; and (iixi) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliersContingent Obligations, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 150,000,000 at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect time outstanding, arising as a result of the guaranty of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company not described in clauses (i) through (x) hereof and otherwise permitted by under Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto7.3(A).

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company nor will it permit any of its Subsidiaries to, directly make or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, except: except (a) Subsidiaries by endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales instruments for deposit or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements collection in the ordinary course of business or business; (iiib) otherwise approved in writing by pursuant to the Agent; Guaranties; (c) such Principal Company Contingent Obligations of the Borrower and any of its Subsidiaries may become and remain liable with respect to described on Schedule IV hereto; (d) Contingent Obligations incurred by the Borrower in respect of the obligations (iother than obligations constituting Indebtedness of the types described in clauses (a), (d) under guarantees and (e) of the definition of "Indebtedness" and, to the extent issued in support of Indebtedness of the ordinary course types described in such clauses (a), (d) and (e), clause (h) of business the definition of "Indebtedness") of any Guarantor; (e) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of "Indebtedness" and, to the extent issued in support of Indebtedness of the types described in such clauses (a), (d) and (e), clause (h) of the definition of "Indebtedness") of any of its Subsidiaries that is a Guarantor; (f) Contingent Obligations incurred by any Subsidiary in respect of the obligations of or to suppliers, customers, franchisees and licensees any of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf existing at the time such Subsidiary is acquired, directly or indirectly, by the Borrower and not incurred in anticipation of such Principal Company Acquisition, and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations incurred by the Borrower in respect of any such obligations; (g) Contingent Obligations of the Borrower or any of its Subsidiaries arising under the Receivables Purchase Documents; (h) Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Indebtedness of the Borrower under the Subordinated Notes; and (i) other Principal Company or any other Subsidiary or any Principal Company Contingent Obligations, together with Investments permitted by pursuant to Section 10.1; and (e) such Principal Company may become and remain liable with respect 6.14(n), not to Contingent Obligations exceed in respect the aggregate more than 5% of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoConsolidated Net Worth.

Contingent Obligations. No Principal Company willCredit Party shall, and no Principal Company will Credit Party shall suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except in respect of the Obligations and except: (a) Subsidiaries endorsements for collection or deposit in the Ordinary Course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyBusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) of the Borrower or any Subsidiary in respect of customary indemnification performance bonds, bid bonds, appeal bonds, surety bonds and purchase price adjustment obligations incurred similar obligations, in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3each case, (ii) in respect of customary indemnification obligations incurred in connection with license agreements provided in the ordinary course Ordinary Course of business or (iii) otherwise approved in writing by the AgentBusiness; (c) such Principal Company Guarantees by any Borrower of Indebtedness of any other Borrower or any Subsidiary and its Subsidiaries may become and remain liable with respect to Contingent Obligations by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) under guarantees in the ordinary course of business of the obligations of or to suppliersIndebtedness so Guaranteed is permitted by this Section 5.5, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) Guarantees by any Borrower or any Subsidiary that is a Credit Party of Indebtedness of any Subsidiary that is not a Credit Party issued on or after the Closing Date shall be subject to financial institutions providing performance guarantees Section 5.4, and (iii) Guarantees permitted under this Section 5.5(c) shall be subordinated to the Obligations of the applicable Subsidiary on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not same terms as the Indebtedness so Guaranteed is subordinated to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeSecured Obligations; (d) Guarantees (i) of the Borrowers or any of their Subsidiaries as a guarantor of the lessee under any lease pursuant to which a Borrower or a Subsidiary is the lessee so long as such Principal lease is otherwise permitted hereunder, (ii) of the Company and constituting Guarantees by the Company of trade payables owing by its Subsidiaries may become in the Ordinary Course of Business, (iii) of the Company and/or Thomasville consisting of Guarantees (with the maximum amount guaranteed at any time pursuant to this clause (iii) not to exceed $7,500,000 in the aggregate) of actual or potential claims under Environmental Laws, and remain liable (iv) of any Borrower or any Subsidiary as a guarantor of the obligations of a lessee under any lease pursuant to which a third party is the lessee not to exceed $25,000,000 in the aggregate; (e) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation; (f) Contingent Obligations of the Credit Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9 of the Disclosure Letter, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Credit Parties or their Subsidiaries as compared to the terms of the Contingent Obligation being renewed or extended; (g) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (h) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder, (ii) customers in the Ordinary Course of Business and (iii) purchasers in connection with dispositions permitted under Section 5.2(b); (i) Contingent Obligations arising under Letters of Credit; (j) Contingent Obligations arising under guaranties made in respect the Ordinary Course of Business of obligations of any Indebtedness of Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1Obligations, such guaranty shall be subordinated to the same extent; and (ek) such Principal Company may become and remain liable with respect to other Contingent Obligations not exceeding $100,000 in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretothe aggregate at any time outstanding.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company any Subsidiary Guarantor may become and remain liable as guarantor with respect to any Indebtedness, obligation or liability of the Borrower or any other Subsidiary Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement, provided that a Subsidiary Guarantor (x) may not guaranty any Subordinated Exchange Debentures and (y) may only guaranty Permitted Refinancing Debt if and to the extent either (A) it guarantied the indebtedness refinanced thereby or (B) such Subsidiary Guarantor would have guarantied the indebtedness refinanced thereby if it had been a Subsidiary of the Borrower while such indebtedness was outstanding; (b) Contingent Obligations pursuant to the Guaranties and guaranties of the Existing Credit Agreement; (c) Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable Letters of Credit; (d) Contingent Obligations under Interest Rate Protection Agreements with respect to Contingent Obligations in respect the Loans or any other Indebtedness of the Parent GuarantyBorrower and its Restricted Subsidiaries otherwise permitted by this Agreement; (be) such Principal Company Contingent Obligations pursuant to the Contribution Agreement and its Subsidiaries the contribution agreement entered into in connection with the Existing Credit Agreement; (f) Contingent Obligations of the Borrower outstanding on the Effective Date and listed on Part B of Annex V hereto ("Existing Contingent Obligations"), without giving effect to any subsequent extension, renewal or refinancing thereof; (i) the Borrower may become and remain liable as guarantor with respect to Contingent Obligations (i) in respect any Indebtedness, obligation or liability of customary indemnification any Subsidiary Guarantor and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) any Excluded Foreign Restricted Subsidiary may become liable as a guarantor with respect to any Indebtedness, obligation or liability of any other Excluded Foreign Restricted Subsidiary, in respect of customary indemnification obligations incurred in connection with license agreements each case to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement; (h) the Borrower and its Restricted Subsidiaries may guaranty in the ordinary course of business or (iii) otherwise approved in writing by loans and advances to officers, employees and agents so long as the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business aggregate principal amount of the obligations of or to suppliers, customers, franchisees loans and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount advances so guaranteed does not to exceed $3,000,000 in any fiscal year 45,000,000 less the principal amount of all loans and $8,000,000 in the aggregate advances outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect pursuant to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.18.05(j); and (ei) such Principal Company may become additional Contingent Obligations (including, without limitation, Contingent Obligations consisting of Non-Facility Letters of Credit and remain liable reimbursement obligations with respect to Contingent Obligations in respect of guaranties of obligations thereto) not otherwise permitted hereunder not exceeding (for the Borrower and all of its Subsidiaries identified on Schedule 5.18(bRestricted Subsidiaries) heretoin aggregate principal amount at any time outstanding an amount equal to the lesser of (x) $50,000,000 and (y) when added to the aggregate principal amount of Indebtedness outstanding under Section 8.04(j) at such time, $250,000,000.

Contingent Obligations. No Principal Neither the Company will, and no Principal Company will permit nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: : (ai) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations, together with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to replacement Contingent Obligations (ion substantially similar terms as the Permitted Existing Contingent Obligations) in respect to the extent of customary indemnification any Permitted Refinancing Indebtedness of the Indebtedness that was the subject of such Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees and purchase price adjustment obligations incurred in connection with (A) Asset Sales indemnities, not relating to Indebtedness of any Person, which have been or other sales of assets permitted under Section 10.6 are undertaken or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees surety, appeal and performance bonds obtained by the Company or any Subsidiary in the ordinary course of business business, (v) Contingent Obligations of the Subsidiary Guarantors under the Domestic Subsidiary Guaranty, the Foreign Subsidiary Guaranty or of a Foreign Guarantor under a guaranty of the Indebtedness under the agreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2008 Senior Notes, the 2009 Senior Notes, the 2013 Senior Notes, the 2008 Note Agreement, the 2009 Note Agreement, the 2013 Note Agreement or any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the foregoing and in a principal amount equal to or greater than $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (ix) Contingent Obligations of the Company or any Subsidiary arising from the guaranty of Indebtedness of the Company or any Subsidiary, as applicable, to suppliers, customers, franchisees the extent such Indebtedness was permitted pursuant to Section 7.3(A); (x) Contingent Obligations in respect of representations and licensees warranties customarily given in respect of such Principal Company and its Subsidiaries Asset Sales otherwise permitted hereunder; and (iixi) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliersContingent Obligations, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 200,000,000 at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect time outstanding, arising as a result of the guaranty of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company not described in clauses (i) through (x) hereof and otherwise permitted by under Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto7.3(A).

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company nor will it permit any of its Subsidiaries Subsidiary to, directly make or indirectlysuffer to exist any Contingent Obligation (including, create or become or remain liable without limitation, any Contingent Obligation with respect to any Contingent Obligationthe obligations of a Subsidiary), exceptexcept for: (a) Subsidiaries endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales instruments for deposit or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements collection in the ordinary course of business or business, (iiib) otherwise approved Reimbursement Obligations (subject to the limitations specified in writing by the Agent;Section 6.27(b)(i)), (c) such Principal Company the Guaranty, (d) guaranties and other Contingent Obligations listed on Schedule 6.18(d) attached hereto, (e) guaranties by Borrower or any of its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees made in the ordinary course of business of any payment to a vendor of goods or services to the Borrower or its Subsidiaries, guaranties by Borrower of any obligations of the Subsidiaries owed to any customer of Borrower or a Subsidiary made with respect to suppliersthe performance by Borrower or such Subsidiary of a contract for the sale of goods or the delivery of services to such customer, customers, franchisees and licensees or guarantees by the Borrower or any of such Principal Company and its Subsidiaries relating to contracts for sales of goods or services where the party to the contract is a joint venture or other Person in which the Borrower or any of its Subsidiaries has an ownership interest or other Person in which the Borrower or any of its Subsidiaries has no ownership interest but is indemnified by said Person, (f) the contingent liability evidenced by a guaranty executed by the Borrower to guarantee obligations of Foreign Subsidiaries under one or more credit facilities for working capital and letters of credit; provided, that the aggregate obligations of the Borrower under such guaranties shall not exceed $50,000,000 plus accrued unpaid interest at any time outstanding, (iig) such Contingent Obligations as would be permitted to financial institutions providing performance guarantees be incurred if such Contingent Obligations were incurred as Indebtedness by such Borrower or any such Subsidiary under Section 6.11, (h) reimbursement or guaranty obligations owing to bonding companies issuing bonds on behalf of such Principal Company and the Borrower or any of its Subsidiaries for incurred in the benefit ordinary course of suppliersthe Borrower’s business, customers, franchisees and licensees and (i) guaranties by Borrower or any of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness or other obligations of a joint venture or other Person in which the other Principal Company Borrower or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretohas an ownership interest if the aggregate amount of such guaranties does not exceed $20,000,000 at any time outstanding.

Contingent Obligations. No Principal Company willCreate, and no Principal Company will permit incur, assume or suffer to exist any Contingent Obligation other than: (i) endorsements of instruments or items of payment for deposit or collection in the ordinary course of business; (ii) Contingent Obligations incurred pursuant to the Loan Documents; (iii) Contingent Obligations consisting of the indemnification by the Borrower or any of its Subsidiaries toof (x) the officers, directly or indirectlydirectors, create or become or remain liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become employees and remain liable with respect to Contingent Obligations in respect agents of the Subsidiary Guaranty and Borrower or such Subsidiary, to the Parent may become and remain liable with respect to Contingent Obligations in respect extent permissible under the corporation law of the Parent Guaranty; (b) jurisdiction in which the Borrower or such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3Subsidiary is organized, (iiy) in respect commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of customary indemnification obligations incurred in connection with license the Borrower's or such Subsidiary's securities or the rendering of banking or professional services to the Borrower or such Subsidiary and (z) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business or (iii) otherwise approved in writing by the AgentBorrower or such Subsidiary; (civ) such Principal Company customary indemnification obligations of the Borrower and its Subsidiaries may become incurred in connection with Permitted Acquisitions made in compliance with SECTION 5.13; (v) unsecured amounts payable under earnouts, approved by and remain liable subordinated on terms acceptable to the Required Lenders, and other contingent obligations, in each case incurred by any Borrower or any Subsidiary in connection with respect a Permitted Acquisition, whether or not earned or matured; (vi) performance, appeal and bid bonds and pledges and deposits pursuant to workers' compensation and similar requirements, in each case to the extent permitted under the definition of "Permitted Liens" contained herein; (vii) obligations under Letters of Credit issued under SECTION 2.17; (viii) Contingent Obligations (i) under guarantees in described on SCHEDULE 6.3 attached hereto, without giving effect to any increases thereof without the ordinary course of business written consent of the Required Lenders; (ix) guarantees by the Borrower or any of its Subsidiaries of obligations of the Borrower or its Subsidiaries under leases permitted hereunder; (x) guarantees by the Borrower or any of its Subsidiaries of any other Debt permitted under SECTION 6.2 and guaranties permitted by SECTION 6.7; (xi) guarantees by the Borrower or any of its Subsidiaries of physician compensation to suppliers, customers, franchisees and licensees the extent such guarantees under Generally Accepted Accounting Principles would not be reflected as a specific dollar amount on the liability side of such Principal Company and its Subsidiaries and Person's balance sheet; (iixii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount other Contingent Obligations not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 1,000,000 at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company will not permit or cause any of its Restricted Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, exceptObligation other than: (ai) Subsidiaries endorsements of such Principal Company may become and remain liable with respect to Contingent Obligations instruments or items of payment for deposit or collection in respect the ordinary course of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantybusiness; (bii) such Principal Company Contingent Obligations incurred pursuant to the Loan Documents; (iii) customary indemnification obligations of the Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Acquisitions made in compliance with SECTION 5.13; (Aiv) Asset Sales Contingent Obligations consisting of the indemnification by the Borrower or other sales any of assets permitted its Restricted Subsidiaries of (x) the officers, directors, employees and agents of the Borrower or such Restricted Subsidiary, to the extent permissible under Section 10.6 the corporation law of the jurisdiction in which the Borrower or (B) any acquisition permitted under Section 10.3such Restricted Subsidiary is organized, (iiy) in respect commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of customary indemnification obligations incurred in connection with license the Borrower's or such Restricted Subsidiary's securities or the rendering of banking or professional services to the Borrower or such Restricted Subsidiary and (z) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business or (iii) otherwise approved in writing by the AgentBorrower or such Restricted Subsidiary; (cv) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations owed to a seller in an Acquisition that (x) relate to customary post-closing adjustments with respect to Contingent Obligations (i) under guarantees accounts receivable, accounts payable and similar items typically subject to post-closing adjustments in the ordinary course of business of the obligations of or to supplierssimilar transactions, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (iiy) to financial institutions providing performance guarantees on behalf are outstanding for a period of such Principal Company and its Subsidiaries for one (1) year or less following the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timecreation thereof; (dvi) such Principal Company and its Subsidiaries may become and remain liable Debt with respect to Contingent Obligations financed insurance premiums not past due; (vii) amounts payable under earnouts and other contingent obligations, subordinated on terms acceptable to the Required Lenders, incurred by any Borrower or any Restricted Subsidiary in respect connection with an Acquisition, whether or not earned or matured; (viii) obligations under Letters of Credit issued under SECTION 2.17; (ix) guarantees by Borrower or any Indebtedness of its Restricted Subsidiaries of obligations of the other Principal Company Borrower or any other Subsidiary or any Principal Company its Restricted Subsidiaries under leases permitted by Section 10.1hereunder; and (ex) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations guarantees by Borrower or any of its Restricted Subsidiaries identified on Schedule 5.18(b) heretoof any other Debt permitted under SECTION 6.2.

Contingent Obligations. No Principal Company willwill not, and no Principal Company will not permit any of its Consolidated Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, Obligation except: (ai) Subsidiaries Guaranties resulting from endorsement of such Principal negotiable instruments for collection in the ordinary course of business; (ii) Contingent Obligations under the Loan Guaranties; (iii) Guaranties in favor of Lenders or their respective Affiliates of Interest Rate Agreements and Currency Agreements entered into by Company; (iv) Contingent Obligations relating to obligations of Company may become and remain liable to make payments with respect to the cancellation or repurchase of certain stock or stock options granted or to be granted to employees of Company and its Subsidiaries under the ▇▇▇▇-▇▇▇▇▇▇ Security Corporation Management Stock Option Plan, the 1993 Stock Incentive Plan or any other employee or director stock option, incentive, purchase, retirement, savings or similar plan or pursuant to subscription agreements with respect to shares of Common Stock; (v) Interest Rate Agreements and Currency Agreements entered into by Company or its Subsidiaries; (vi) Contingent Obligations described on Schedule 6.4 annexed ------------ hereto; (vii) Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect liabilities of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become permitted pursuant to subsection 6.1(vii) and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales any other 71 obligation of Company or other sales of assets its Consolidated Subsidiaries which constitute Material Subsidiaries which is permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agentthis Agreement; (cviii) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business relating to guaranties of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Consolidated Subsidiaries; provided that the maximum aggregate -------- liability of Company and its Consolidated Subsidiaries in an aggregate amount under all such Contingent Obligations, shall not to at any one time exceed $3,000,000 5,000,000 (including any Contingent Obligations in any fiscal year and $8,000,000 in existence as of the aggregate outstanding at any timedate hereof); (dix) such Principal Contingent Obligations of Company relating to Indebtedness permitted under subsection 6.1(viii) that is incurred by a Foreign Entity which is a Consolidated Subsidiary; (x) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of letters of credit issued other than under this Agreement; provided that the maximum aggregate -------- liability of Company and its Subsidiaries under all such Contingent Obligations, together with the Indebtedness permitted pursuant to subsection 6.1(x), shall not at any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; andone time exceed $25,000,000; (exi) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of guaranties Letters of obligations Credit; and (xii) In addition to the Contingent Obligations permitted by clauses (i)-(xi), Company and its Consolidated Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that -------- the maximum aggregate liability of Company and its Consolidated Subsidiaries identified on Schedule 5.18(b) heretoin respect of all such Contingent Obligations shall not at any one time exceed $10,000,000.

Contingent Obligations. No Principal Company willshall not, and no Principal Company will shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (ai) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under subsection 6.10 or otherwise entered into in respect the ordinary course of business for the Subsidiary Guaranty purpose of hedging against any Loan Party’s risk related to fluctuations in interest rates, currency values or commodity prices and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantynot for speculative purposes; (bii) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted and Permitted Acquisitions; (iii) Contingent Obligations under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements guarantees in the ordinary course of business or (iii) otherwise approved in writing by the Agentbusiness; (civ) Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1; (v) Contingent Obligations described in Schedule 7.4 annexed hereto and any Permitted Refinancing thereof; (vi) Contingent Obligations arising under the subordinated guaranties of the Senior Subordinated Notes and Subordinated Indebtedness permitted under subsection 7.1; (vii) Contingent Obligations consisting of take or pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (viii) obligations in respect of performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by Company or its Subsidiaries; (ix) Contingent Obligations constituting reimbursement obligations with respect to letters of credit issued in the ordinary course in respect of workers’ compensation, unemployment insurance and other types of social security, to secure the performance of statutory obligations, bids, leases, government contracts, trade contracts and other similar obligations, securing insurance premiums or reimbursement obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees and other obligations of a similar nature; provided that upon the drawing of such Principal letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (x) Contingent Obligations constituting Indebtedness permitted by subsection 7.1; (xi) Guarantees by Company or its Subsidiaries of leases or of other obligations of Loan Parties that do not constitute Indebtedness, in each case entered into in the ordinary course of business; and (xii) Company and its Domestic Subsidiaries may become and remain liable with respect to other Contingent Obligations (i) under guarantees in Obligations; provided that the ordinary course maximum aggregate liability, contingent or otherwise, of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an respect of all such Contingent Obligations, when added to the aggregate principal amount not to of Indebtedness permitted under subsection 7.1(xix), shall at no time exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto7,500,000.

Contingent Obligations. No Principal Company willBorrower shall not, and no Principal Company will shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (ai) Subsidiaries of such Principal Company Borrower may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent Intercompany Note Guaranties; (ii) Borrower may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyLetters of Credit; (biii) Borrower may become and remain liable with respect to Contingent Obligations under Hedge Agreements in an aggregate notional principal amount not to exceed the amount of the liabilities so hedged, provided that Borrower shall not become or remain liable with respect to Lender Interest Rate Agreements that are Hedge Agreements of the type described in clause (ii) of the definition of "Interest Rate Agreements" in subsection 1.1 (A) to the extent that the aggregate ▇▇▇▇-to-Market Adjustment Amount of all such Principal Company Hedge Agreements would exceed $10,000,000 and (B) unless the ▇▇▇▇-to-Market Adjustment Amount is supported by a Standby Letter of Credit satisfactory to the applicable Interest Rate Exchanger; (iv) Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect including sales of customary indemnification obligations incurred in connection with license agreements inventory and provision of services in the ordinary course of business or (iii) otherwise approved in writing by the Agentof Borrower and its Subsidiaries); (cv) such Principal Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company Borrower and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timetime $1,000,000; (dvi) such Principal Company Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company Borrower or any other Subsidiary or any Principal Company of its Subsidiaries permitted by Section 10.1subsection 7.1; and (e) such Principal Company provided however that no Subsidiary of Borrower may -------- ------- become and remain liable with respect to Contingent Obligations in respect of guaranties Indebtedness of obligations Borrower permitted under subsection 7.1(vi) unless such Subsidiary is also a Guarantor of the Obligations; (vii) Borrower may become and remain liable with respect to Contingent Obligations related to its South African Subsidiaries identified on in an aggregate amount not to exceed $15,000,000 at any time; and (viii) Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 5.18(b) 7.4 annexed hereto.. ------------

Contingent Obligations. No Principal Company will, and no Principal Company will permit any of its Subsidiaries to, directly or indirectly, create Create or become or remain liable with respect to any Contingent Obligation, except: (a) Subsidiaries Contingent Obligations outstanding on the date hereof and listed on Schedule 7.04 and any amendments, renewals or extensions thereof; provided that the amount of such Principal Contingent Obligation is not increased at the time of such amendment, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such amendment, renewal or extension; (b) Contingent Obligations of the Company may become or any Subsidiary existing or arising under any Hedge Agreement entered into in the ordinary course of business and remain liable with respect not for purposes of speculation or taking a “market view”, provided that such Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (c) Contingent Obligations arising under any of the Loan Documents; (d) Contingent Obligations in respect of the Subsidiary Guaranty financial letters of credit and the Parent may become and remain liable with respect financial guarantees not issued under this Agreement in an aggregate amount not to exceed $100,000,000 at any time outstanding; provided that such Contingent Obligations in respect of shall be unsecured or, during a Collateral Period, secured by the Parent GuarantyCollateral (other than Cash Collateral) on a pari passu basis with the Obligations under this Agreement, pursuant to an intercreditor agreement reasonably satisfactory to, and entered into by, the Administrative Agent; (be) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Dispositions permitted by Section 7.06; (Af) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) Contingent Obligations in respect of customary indemnification obligations incurred in connection with license agreements (i) operating leases entered into by the Company or its Subsidiaries in the ordinary course of business and (ii) pension obligations of the Company or (iii) otherwise approved in writing by the Agentits Subsidiaries; (cg) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in respect of guarantees, performance bonds, bid bonds, appeal bonds, surety bonds, performance letters of credit and similar obligations provided in the ordinary course of business of to support the obligations of Subsidiaries and Joint Ventures; (h) Contingent Obligations in respect of any Indebtedness of a Borrower or any of the Subsidiaries permitted pursuant to suppliers, customers, franchisees and licensees Section 7.03; provided that in the case of such Principal Contingent Obligations of a Borrower or a Subsidiary Guarantor, in the event such Indebtedness is Subordinated Indebtedness, any Contingent Obligation in respect thereof shall be subordinated to the Subsidiary Guaranty to the same extent such Subordinated Indebtedness is subordinated to the Obligations of the applicable Borrower or Subsidiary Guarantor, as the case may be; (i) Contingent Obligations in respect of any financial guarantees by the Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries or a Subsidiary made for the benefit of suppliersof, customersor on behalf of, franchisees and licensees of such Principal Company and its Subsidiaries Joint Ventures for federal government Projects in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 100,000,000 at any timetime outstanding; (dj) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness indemnification, adjustment of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; andpurchase price, earn-out deferred compensation and similar obligations incurred in connection with a Permitted Acquisition; (ek) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties by the Company or a Subsidiary made in the ordinary course of business of any obligations of a Subsidiary under a contract for the performance of or delivery of work or services (including any obligations to make payments in connection therewith) (i) to a customer of such Subsidiary or (ii) where the party to the contract is a Joint Venture in which the Company or any of its Subsidiaries identified on Schedule 5.18(bhas an ownership interest; and (l) heretoother Contingent Obligations in an aggregate amount not to exceed $150,000,000 at any time outstanding.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company nor will it permit any of its Subsidiaries to, make or suffer to exist any Contingent Obligation, except (a) pursuant to the Guaranties; (b) Contingent Obligations of the Borrower and any of its Subsidiaries described on Schedule III; (c) Contingent Obligations incurred by the Borrower in respect of the obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any Guarantor; (d) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any of its Subsidiaries that is a Guarantor; (e) Contingent Obligations incurred by any Subsidiary in respect of the obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, create or become or remain liable by the Borrower and not incurred in anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations; (f) Contingent Obligations incurred by any Guarantor with respect to any Contingent Obligation, except: Indebtedness permitted by Section 6.22; (ag) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect incurred by any Guarantor pursuant to a guaranty of repayment of the Subsidiary Guaranty Indebtedness of the Borrower under the 2013 Subordinated Notes, the 2015 Subordinated Notes, the 2020 Subordinated Notes and the Parent may become 2025 Subordinated Convertible Notes and remain liable with respect to Contingent Obligations in respect incurred by any Guarantor pursuant to a guaranty of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred repayment in connection with any extension, renewal or replacement of any such Indebtedness permitted by Section 6.22(g)(i); (Ah) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations Contingent Obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect Borrower pursuant to Contingent Obligations (i) under guarantees in the ordinary course a guaranty of business repayment of the obligations of Omnicare Capital Trust I, a wholly-owned statutory trust of Borrower and/or of Omnicare Capital Trust II, a wholly-owned statutory trust of the Borrower; (i) Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a subordinated guaranty of repayment of Indebtedness of the Borrower under the 2035 Convertible Notes and Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a guaranty of repayment in connection with any extension, renewal or to suppliers, customers, franchisees and licensees replacement of such Principal Company and its Subsidiaries the 2035 Convertible Notes permitted by Section 6.22(g)(i); and (iij) other Contingent Obligations, together with Investments permitted pursuant to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliersSection 6.14(o), customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding more than 5% of Consolidated Net Worth at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretotime outstanding.

Contingent Obligations. No Principal The Company willwill not, and no Principal Company will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company any Subsidiary Guarantor may become and remain liable as guarantor with respect to any Indebtedness, obligation or liability of the Company or any other Subsidiary Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement, provided that a Subsidiary Guarantor (x) may not guaranty any Subordinated Exchange Debentures and (y) may only guaranty Permitted Refinancing Debt if and to the extent either (A) it guarantied the indebtedness refinanced thereby or (B) such Subsidiary Guarantor would have guarantied the indebtedness refinanced thereby if it had been a Subsidiary of the Company while such indebtedness was outstanding; (b) Contingent Obligations pursuant to the Guaranties; (c) Contingent Obligations pursuant to the Additional Facility Documents and the 1999 Additional Facility Documents; (d) Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable Letters of Credit; (e) Contingent Obligations under Interest Rate Protection Agreements with respect to Contingent Obligations in respect the Loans, loans incurred under the Additional Credit Agreement or any other floating rate Indebtedness of the Parent GuarantyCompany and its Restricted Subsidiaries otherwise permitted by this Agreement; (bf) Contingent Obligations pursuant to the Contribution Agreement; (g) Contingent Obligations of the Company outstanding on the Original Effective Date and listed on Part B of Annex V hereto ("Existing Contingent Obligations"), without giving effect to any subsequent extension, renewal or refinancing thereof; (h) the Company may become liable as guarantor with respect to any Indebtedness, obligation or liability of any Subsidiary Guarantor to the extent that such Principal Indebtedness, obligation or liability is otherwise permitted by this Agreement; (i) the Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements guaranty in the ordinary course of business or (iii) otherwise approved in writing by loans and advances to officers, employees and agents so long as the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business aggregate principal amount of the obligations of or to suppliers, customers, franchisees loans and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount advances so guaranteed does not to exceed $3,000,000 in any fiscal year 10,000,000 less the principal amount of all loans and $8,000,000 in the aggregate advances outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect pursuant to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.18.05(j); and (ej) such Principal Company may become additional Contingent Obligations (including, without limitation, Contingent Obligations consisting of Non-Facility Letters of Credit and remain liable reimbursement obligations with respect to Contingent Obligations in respect of guaranties of obligations thereto) not otherwise permitted hereunder not exceeding (for the Company and all of its Subsidiaries identified on Schedule 5.18(bRestricted Subsidiaries) heretoin aggregate principal amount at any time outstanding an amount equal to the lesser of (x) $30,000,000 and (y) when added to the aggregate principal amount of Indebtedness outstanding under Section 8.04(j) at such time, $150,000,000.

Contingent Obligations. No Principal Company will, and no Principal Company will permit Neither Brightpoint nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, contingent liability, long-term lease, synthetic lease, commitment or Contractual Obligation, not reflected in the financial statements attached hereto as Exhibit L, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3as set forth on Schedule 5.18, (ii) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification obligations incurred in connection with license agreements business; (iii) Permitted Existing Contingent Obligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to Brightpoint or such Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iv) obligations, warranties, and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of Brightpoint or such Subsidiary; (iiiv) otherwise approved in writing by the Agent; (c) such Principal Company and Contingent Obligations of Brightpoint or any of its Subsidiaries may become and remain liable with respect to any Indebtedness permitted by this Agreement; (vi) Contingent Obligations (i) under guarantees with respect to surety, appeal and performance bonds obtained by Brightpoint or any Subsidiary in the ordinary course of business business; (vii) contingent liabilities consisting of the obligations Contingent Purchase Price Obligations which could not reasonably be expected to subject Brightpoint or any of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 liability individually or in the aggregate outstanding in excess of $10,000,000; and (viii) additional Contingent Obligations, liabilities and the like which do not exceed $1,000,000 in the aggregate at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto.

Contingent Obligations. No Principal Company will, and no Principal Company will permit Neither Brightpoint nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, contingent liability, long-term lease, synthetic lease, commitment or Contractual Obligation, not reflected in the financial statements attached hereto as Exhibit I, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3as set forth on Schedule 5.18, (ii) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification obligations incurred in connection with license agreements business; (iii) Permitted Existing Contingent Obligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to Brightpoint or such Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iv) obligations, warranties, and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of Brightpoint or such Subsidiary; (iiiv) otherwise approved in writing by the Agent; (c) such Principal Company and Contingent Obligations of Brightpoint or any of its Subsidiaries may become and remain liable with respect to any Indebtedness permitted by this Agreement; (vi) Contingent Obligations (i) under guarantees with respect to surety, appeal and performance bonds obtained by Brightpoint or any Subsidiary in the ordinary course of business business; (vii) contingent liabilities consisting of the obligations Contingent Purchase Price Obligations which could not reasonably be expected to subject Brightpoint or any of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 cash payment liabilities individually or in the aggregate outstanding in excess of twenty percent (20%) of Total Capital; and (viii) additional Contingent Obligations, liabilities and the like which do not exceed $1,000,000 in the aggregate at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto.

Contingent Obligations. No Principal Company willThe Loan Parties shall not, and no Principal Company will shall not suffer or permit any of its their respective Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except: (a) Subsidiaries endorsements for collection or deposit in the Ordinary Course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyBusiness; (b) such Principal Company and its Subsidiaries may become and remain liable Rate Contracts entered into with respect to Contingent Obligations (i) in respect of customary indemnification the obligations and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing indebtedness evidenced by the Agentthis Agreement; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations Loan Parties and their respective Subsidiaries existing as of or to suppliers, customers, franchisees the Existing Credit Agreement Closing Date and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries listed in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeSchedule 7.08; (d) Contingent Obligations of the Loan Parties for workers' compensation letters of credit the aggregate face amount of which shall at no time exceed $1,000,000; (e) Guaranty Obligations of the Parent Senior Subordinated Notes not exceeding an aggregate principal potential liability of $225,000,000 (until the repayment of Parent Senior Subordinated Notes in connection herewith, at which time such Principal Company amount shall be permanently reduced in the principal amount so repaid), together with interest thereon and its Subsidiaries may become and remain liable of any additional senior subordinated notes of Parent issued following the Closing Date pursuant to Section 7.05(g); provided, that any Guaranty Obligations with respect to Contingent Parent Senior Subordinated Notes issued following the Closing Date shall be subordinated to the Obligations on terms and conditions which are similar to those in respect of any Indebtedness existence as of the other Principal Company or Closing Date with respect to the then outstanding Parent Senior Subordinated Notes and in any other Subsidiary or any Principal Company permitted by Section 10.1event reasonably satisfactory to the Agent and its counsel; and (ef) such Principal Guaranty Obligations of the Company may become and remain liable and/or Rio Resorts with respect to Indebtedness of Rio Development and/or Rio Resorts permitted by Section 7.05(e). (g) Contingent Obligations in respect consisting of guaranties of the Indebtedness incurred pursuant to the Existing Credit Agreement issued by Parent and the Restricted Subsidiaries which have guaranteed the obligations of its Subsidiaries identified on Schedule 5.18(b) heretounder this Agreement and which are pari passu with those granted to the Agent and the Lenders.

Contingent Obligations. No Principal Company willThe Loan Parties will not, and no Principal Company will not permit any of its their respective Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, exceptObligation except those: (aA) Subsidiaries resulting from endorsement of such Principal Company may become negotiable instruments for collection in the ordinary course of business; (B) arising under indemnity agreements to title insurers in connection with mortgagee title insurance policies in favor of Administrative Agent for the benefit of itself and remain liable the other Lenders; (C) arising with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements Permitted Acquisitions and Investments and permitted dispositions of assets (provided that such obligations shall in no event exceed the amount of proceeds received in connection therewith, subject to carve outs from such limitation on such obligations for fraud and for other customary reasons); (D) arising in the ordinary course of business with respect to customary indemnification obligations incurred in connection with liability insurance coverage; (E) incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $5,000,000 in aggregate liability; (F) incurred as a guaranty of Indebtedness permitted by Subsection 3.1 (provided that such guaranty obligation shall in no event exceed the amount of such Indebtedness plus other related costs and expenses of collection as set forth in such guaranty); (G) constituting Investments permitted pursuant to Subsection 3.3 (including commitments to make Permitted Acquisitions and Investments); (H) Contingent Obligations arising with respect to deferred compensation to officers or employees of Borrower and its Subsidiaries incurred in the ordinary course of business or (iii) otherwise approved in writing by pursuant to the AgentAWCC Equity Incentive Plan; (cI) such Principal Company Contingent Obligations arising under the Loan Documents and its Subsidiaries may become and remain liable under Hedge Agreements; (J) Contingent Obligations arising with respect to Permitted Stimulus Indebtedness upon terms and conditions (including as to any proposed limitation on distributions or dividends to be made by any Loan Party or Subsidiary providing such Contingent Obligation) reasonably acceptable to Administrative Agent; provided that (y) the aggregate outstanding amount of Investments in Stimulus Recipient Subsidiaries and the amount of Contingent Obligations entered into by Borrower or any of its Subsidiaries (other than Stimulus Recipient Subsidiaries) in respect of Permitted Stimulus Indebtedness shall not exceed $25,000,000 at any time, and (z) the aggregate outstanding amount of Investments in Stimulus Recipient Subsidiaries, the amount of Contingent Obligations entered into by Borrower or any of its Subsidiaries (other than Stimulus Recipient Subsidiaries) in respect of Permitted Stimulus Indebtedness and the aggregate consideration of all Permitted Acquisitions and Investments (calculated as provided in and subject to the limitations in the definition of Permitted Acquisitions and Investments), in each case, made after the Third Amendment Date, shall not exceed at any time the lessor of: (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries $200,000,000 and (ii) the sum of (x) $150,000,000 plus (y) the Net Proceeds of equity issuances by Borrower made after the Third Amendment Date, in the amount of up to financial institutions providing performance guarantees on behalf but not to exceed $100,000,000, which Net Proceeds have not been used to cure a Default or Event of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Default under Subsection 4.1; (K) Contingent Obligations incurred by Foreign Subsidiaries in an aggregate amount outstanding at any time not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate 40,000,000 minus outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect Indebtedness incurred pursuant to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1Subsection 3.1(D); and (eL) such Principal Company may become and remain liable Contingent Obligations with respect to Contingent Obligations in respect cash management of guaranties any Loan Party or any domestic Subsidiary of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoany Loan Party.

Contingent Obligations. No Principal Company willThe Borrower will not, and no Principal Company nor will it permit any of its Subsidiaries Subsidiary to, directly make or indirectlysuffer to exist any Contingent Obligation (including, create or become or remain liable without limitation, any Contingent Obligation with respect to any Contingent Obligationthe obligations of a Subsidiary), exceptexcept for: (a) Subsidiaries endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales instruments for deposit or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements collection in the ordinary course of business or business, (iiib) otherwise approved in writing by the Agent;Reimbursement Obligations, (c) such Principal Company the Guaranty, (d) guaranties and other Contingent Obligations listed on Schedule 6.19(d) attached hereto, (e) guaranties by Borrower or any of its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees made in the ordinary course of business of any payment to a vendor of goods or services to the Borrower or its Subsidiaries, guaranties by Borrower of any obligations of the Subsidiaries owed to any customer of Borrower or a Subsidiary made with respect to suppliersthe performance by Borrower or such Subsidiary of a contract for the sale of goods or the delivery of services to such customer, customers, franchisees and licensees or guarantees by the Borrower or any of such Principal Company and its Subsidiaries relating to contracts for sales of goods or services where the party to the contract is a joint venture or other Person in which the Borrower or any of its Subsidiaries has an ownership interest, (f) the contingent liability evidenced by a guaranty executed by the Borrower to guarantee obligations of Foreign Subsidiaries under one or more credit facilities for working capital and letters of credit; provided, that the aggregate obligations of the Borrower under such guaranties shall not exceed $50,000,000 plus accrued unpaid interest at any time outstanding, (iig) such Contingent Obligations as would be permitted to financial institutions providing performance guarantees be incurred if such Contingent Obligations were incurred as Indebtedness by such Borrower or any such Subsidiary under Section 6.11, (h) reimbursement or guaranty obligations owing to bonding companies issuing bonds on behalf of such Principal Company and the Borrower or any of its Subsidiaries incurred in the ordinary course of the Borrower’s business, and (i) guaranties by Borrower or any of its Subsidiaries with respect to any Indebtedness or other obligations of a joint venture or other Person in which the Borrower or any of its Subsidiaries has an ownership interest if (i) in the case that such joint venture or other Person is a manufacturer of modular units for the benefit completion of suppliersnuclear facilities in Lake Charles, customersLouisiana, franchisees (x) such Indebtedness and licensees other obligations consist of (A) obligations to return state, parish and local governmental authorities incentives received by such Principal Company joint venture or other Person for doing business and constructing its Subsidiaries manufacturing facility in Lake Charles, Louisiana in an aggregate amount for all such obligations not to exceed $3,000,000 70,000,000 and (B) principal of and interest on bonds in any fiscal year an aggregate principal amount not exceeding $70,000,000 issued to finance the construction of such manufacturing facility, and $8,000,000 in customary related costs, expenses and indemnities, and (y) the aggregate outstanding at any time; (d) such Principal Company Borrower and its Subsidiaries may become and remain are not liable with respect to Contingent Obligations in respect under such guaranties for more than their proportionate share of any Indebtedness such obligations (determined by reference to the direct and indirect ownership interests held by the Borrower in such joint venture or other Person) or (ii) in all other cases, the aggregate amount of the other Principal Company or such guaranties does not exceed $20,000,000 at any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretotime outstanding.

Contingent Obligations. No Principal Company willThe Loan Parties will not, and no Principal Company will not permit any of its their respective Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, exceptObligation except those: (aA) Subsidiaries resulting from endorsement of such Principal Company may become negotiable instruments for collection in the ordinary course of business; (B) arising under indemnity agreements to title insurers in connection with mortgagee title insurance policies in favor of Administrative Agent for the benefit of itself and remain liable the other Lenders; (C) arising with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements Permitted Acquisitions and Investments and permitted dispositions of assets (provided that such obligations shall in no event exceed the amount of proceeds received in connection therewith, subject to carve outs from such limitation on such obligations for fraud and for other customary reasons); (D) arising in the ordinary course of business or (iii) otherwise approved with respect to customary indemnification obligations incurred in writing by the Agentconnection with liability insurance coverage; (cE) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $2,000,000 in aggregate liability; (F) incurred as a guaranty of Indebtedness permitted by Subsection 3.1 (provided that such guaranty obligation shall in no event exceed the obligations of or to suppliers, customers, franchisees and licensees amount of such Principal Company Indebtedness plus other related costs and expenses of collection as set forth in such guaranty); (G) constituting Investments permitted pursuant to Subsection 3.3 (including commitments to make Permitted Acquisitions and Investments); (H) Contingent Obligations arising with respect to the RTPark Preferred Stock; (I) Contingent Obligations arising under the Loan Documents and under Hedge Agreements; (J) Contingent Obligations arising with respect to Permitted Stimulus Indebtedness upon terms and conditions (including as to any proposed limitation on distributions or dividends to be made by any Loan Party or Subsidiary providing such Contingent Obligation) reasonably acceptable to Administrative Agent; provided that (y) the aggregate outstanding amount of Investments in Stimulus Recipient Subsidiaries and the amount of Contingent Obligations entered into by Borrower or any of its Subsidiaries (other than Stimulus Recipient Subsidiaries) in respect of Permitted Stimulus Indebtedness shall not exceed $25,000,000 at any time, and (z) the aggregate outstanding amount of Investments in Stimulus Recipient Subsidiaries, the amount of Contingent Obligations entered into by Borrower or any of its Subsidiaries (other than Stimulus Recipient Subsidiaries) in respect of Permitted Stimulus Indebtedness and the aggregate consideration of all Permitted Acquisitions and Investments (calculated as provided in the definition of Permitted Acquisitions and Investments) shall not exceed at any time the sum of (i) 140,000,000 plus (ii) the Net Proceeds of equity issuances by Borrower made after April 26, 2010, in the amount of up to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount but not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect 100,000,000, which Net Proceeds have not been used to Contingent Obligations in respect cure a Default or Event of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1Default under Subsection 4.1; and (eK) such Principal Company may become and remain liable Contingent Obligations with respect to Contingent Obligations in respect cash management of guaranties any Loan Party or any domestic Subsidiary of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoany Loan Party.

Contingent Obligations. No Principal The Company willwill not, and no Principal Company will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company any Subsidiary Guarantor may become and remain liable as guarantor with respect to any Indebtedness, obligation or liability of the Company or any other Subsidiary Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement, provided that a Subsidiary Guarantor (x) may not guaranty any Subordinated Exchange Debentures and (y) may only guaranty Permitted Refinancing Debt if and to the extent either (A) it guarantied the indebtedness refinanced thereby or (B) such Subsidiary Guarantor would have guarantied the indebtedness refinanced thereby if it had been a Subsidiary of the Company while such indebtedness was outstanding; (b) Contingent Obligations pursuant to the Guaranties; (c) Contingent Obligations pursuant to the Additional Facility Documents; (d) Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable Letters of Credit; (e) Contingent Obligations under Interest Rate Protection Agreements with respect to Contingent Obligations in respect the Loans, loans incurred under the Additional Credit Agreement or any other floating rate Indebtedness of the Parent GuarantyCompany and its Restricted Subsidiaries otherwise permitted by this Agreement; (bf) Contingent Obligations pursuant to the Contribution Agreement; (g) Contingent Obligations of the Company outstanding on the Effective Date and listed on Part B of Annex VI hereto ("Existing Contingent Obligations"), without giving effect to any subsequent extension, renewal or refinancing thereof; (h) the Company may become liable as guarantor with respect to any Indebtedness, obligation or liability of any Subsidiary Guarantor to the extent that such Principal Indebtedness, obligation or liability is otherwise permitted by this Agreement; (i) the Company and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements guaranty in the ordinary course of business or (iii) otherwise approved in writing by loans and advances to officers, employees and agents so long as the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business aggregate principal amount of the obligations of or to suppliers, customers, franchisees loans and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount advances so guaranteed does not to exceed $3,000,000 in any fiscal year 10,000,000 less the principal amount of all loans and $8,000,000 in the aggregate advances outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect pursuant to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.18.05(j); and (ej) such Principal Company may become additional Contingent Obligations (including, without limitation, Contingent Obligations consisting of Non-Facility Letters of Credit and remain liable reimbursement obligations with respect to Contingent Obligations in respect of guaranties of obligations thereto) not otherwise permitted hereunder not exceeding (for the Company and all of its Subsidiaries identified on Schedule 5.18(bRestricted Subsidiaries) heretoin aggregate principal amount at any time outstanding an amount equal to the lesser of (x) $30,000,000 and (y) when added to the aggregate principal amount of Indebtedness outstanding under Section 8.04(j) at such time, $150,000,000.

Contingent Obligations. No Principal Company willshall not, and no Principal Company will shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (ai) Guaranties resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Obligations under the Loan Guaranties and Contingent Obligations under substantially similar Loan Guaranties in favor of the lenders under the Existing Revolving Credit Agreement and the banks under the Existing L/C Agreement; (iii) Guaranties in favor of Lenders (or lenders under the Existing Revolving Credit Agreement or banks under the Existing L/C Agreement) or their Affiliates of Interest Rate Agreements entered into by Company and with respect to which such institutions or their Affiliates have signed an acknowledgment to the Intercreditor Agreement; (iv) Contingent Obligations relating to obligations of Company to make payments with respect to the cancellation or repurchase of certain stock or stock options granted or to be granted to employees of Company and its Subsidiaries under the ▇▇▇▇-▇▇▇▇▇▇ Security Corporation Management Stock Option Plan, the 1993 Stock Option Plan or pursuant to subscription agreements with respect to shares of such Principal Common Stock; (v) Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable under Interest Rate Agreements required under subsection 5.9; (vi) Contingent Obligations with respect to letters of credit issued pursuant to the Existing L/C Facility and refinancings, renewals and extensions thereof, provided that the terms and conditions of any such refinancing, renewal and extension do not (1) impose terms and conditions more restrictive or burdensome on Company and its Subsidiaries than the terms and conditions of the L/C Agreement as in effect on the date hereof and as hereafter amended in accordance with the terms of this Agreement and (2) except as otherwise permitted pursuant to this subsection 6.4 or the following proviso, increase the principal amount of such Contingent Obligations or commitment therefor over the principal amount or commitment as in effect at the time so 84 refinanced, renewed and extended; provided that the maximum aggregate amount of such letter of credit facility permitted does not exceed $180,000,000; (vii) Contingent Obligations described on Schedule 6.4 annexed hereto; (viii) Contingent Obligations in respect of the Parent Guarantyany obligation of Company or its Consolidated Subsidiaries which constitute Material Subsidiaries which is permitted under this Agreement; (bix) such Principal Contingent Obligations relating to guaranties of the obligations of suppliers, customers, franchisees and licensees of Company and its Consolidated Subsidiaries; provided that the maximum aggregate liability of Company and its Consolidated Subsidiaries under all such Contingent Obligations, shall not at any one time exceed $5,000,000 (including any Contingent Obligations in existence as of the date hereof); (x) Contingent Obligations of Company relating to Indebtedness permitted under subsection 6.1(ix) that is incurred by a Foreign Entity which is a Consolidated Subsidiary; (xi) Contingent Obligations of Company in respect of the obligations of its Consolidated Subsidiaries permitted pursuant to subsections 6.1(vii), (viii) and (xi); and (xii) In addition to the Contingent Obligations permitted by clauses (i)-(xi), Company and its Consolidated Subsidiaries may become and remain liable with respect to other Contingent Obligations (i) Obligations; provided that the maximum aggregate liability of Company and its Consolidated Subsidiaries in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) all such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount shall not to at any one time exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto10,000,000.

Contingent Obligations. No Principal The Company willshall not, and no Principal Company will shall not suffer or permit any of its Subsidiaries Restricted Subsidiary to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except: (a) Subsidiaries endorsements for collection or deposit in the ordinary course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantybusiness; (b) such Principal Permitted Swap Obligations; (c) Contingent Obligations of the Company and its Restricted Subsidiaries may become existing as of the Closing Date and remain liable listed in Schedule 7.8; (d) Letters of Credit; (e) Contingent Obligations with respect to Contingent Obligations Surety Instruments (iother than Letters of Credit) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business and not exceeding at any time $50,000,000 (or its equivalent in other currencies) in the aggregate in respect of the Company and its Subsidiaries; (f) ordinary course indemnity provisions in any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which the Company or any of its Restricted Subsidiaries is a party; (g) Guaranty Obligations (i) of the Company with respect to the obligations of any of its Restricted Subsidiaries, (ii) of any of its Restricted Subsidiaries with respect to the obligations of another of its Restricted Subsidiaries or (iii) otherwise approved in writing by of Domestic Subsidiaries that are Restricted Subsidiaries or Restricted Foreign Subsidiaries that are Material Subsidiaries but not Foreign 956 Subsidiaries with respect to the Agentobligations of the Company; (ch) such Principal Company and its Guaranty Obligations of (i) the Company, (ii) Domestic Subsidiaries may become and remain liable that are Restricted Subsidiaries or (iii) Restricted Foreign Subsidiaries that are Material Subsidiaries but not Foreign 956 Subsidiaries, in each case with respect to Contingent Obligations (i) obligations of the Parent under guarantees any Approved Parent Debt and, in the ordinary course case of business subordinated Approved Parent Debt, where such Guaranty Obligations are similarly subordinated to the reasonable satisfaction of the obligations of or Administrative Agent, and only where such Person has executed and delivered a Guaranty to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1Administrative Agent; and (ei) Guaranty Obligations constituting Investments in Unrestricted Subsidiaries to the extent such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoInvestment is permitted by Section 10.20.

Contingent Obligations. No Principal Company will, Each of the Borrowers and no Principal Company will permit any the Guarantor shall ensure that none of its Subsidiaries to, will directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries recourse obligations resulting from endorsements of such Principal Company may become and remain liable with respect to Contingent Obligations negotiable instruments for collection in respect the ordinary course of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantybusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to any Contingent Obligations listed in Part III of Schedule 6 (iExisting Security, Contingent Obligations and Investments) except to the extent the amount of such Contingent Obligations exceeds the amount stated in respect that Schedule; (c) obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales any person, which have been or other sales of assets permitted under Section 10.6 are undertaken or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements made in the ordinary course of business and not for the benefit of or (iii) otherwise approved in writing by favour of an Affiliate of the AgentGuarantor or such Subsidiary; (cd) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Guarantor or any Subsidiary in the ordinary course of business; (e) Contingent Obligations of the Obligors under the Finance Documents; (f) Contingent Obligations of Subsidiaries which are guarantors under a guarantee of the Indebtedness evidenced by the Senior Notes, the Senior Note Purchase Agreements or the US Facility; (g) Contingent Obligations of the Guarantor or any of its Subsidiaries arising under the Receivables Purchase Documents; (h) Contingent Obligations of non-US Subsidiaries of the Guarantor represented by guarantees of obligations of non-US Subsidiaries; (i) under guarantees Contingent Obligations incurred in the ordinary course of business by any of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Guarantor's Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of obligations of any Indebtedness Subsidiary of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1Guarantor; and (ej) outstanding Indebtedness under the Existing Facility, provided that all of such Principal Company may become outstanding Indebtedness shall be repaid and remain liable with respect to Contingent Obligations discharged in respect of guaranties of obligations of its Subsidiaries identified full on Schedule 5.18(b) heretoor before the date falling 2 Business Days after the first Utilisation Date.

Contingent Obligations. No Principal Company willCreate, and no Principal Company will incur, assume or permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to exist any Contingent ObligationObligations of the Borrower or its Restricted Subsidiaries, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty Borrower and the Parent may become and remain liable with respect to Contingent Obligations in respect its Restricted Subsidiaries other than those permitted by subsections (b) through (j) that are existing as of the Parent Guarantydate hereof and listed on SCHEDULE 7.13; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations Permitted Swap Obligations; (ic) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales endorsements for collection or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements deposit in the ordinary course of business or (iii) otherwise approved in writing by the Agentbusiness; (cd) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees Surety Instruments incurred in the ordinary course of business business, PROVIDED that the aggregate amount of such Contingent Obligations consisting of financial standby letters of credit (other than any Letter of Credit) in which the Borrower or any of its Restricted Subsidiaries has any actual or contingent reimbursement obligations shall not exceed $15,000,000 at any time; (e) Guaranty Obligations of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company Borrower and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Restricted Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 50,000,000 at any time; (df) such Principal Company Guaranty Obligations of the Borrower and its Restricted Subsidiaries may become and remain liable consisting of payment obligations incurred in connection with respect to Contingent an Acquisition permitted hereunder; (g) Guaranty Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted Borrower consisting of a guarantee by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties the Borrower of obligations of a Restricted Subsidiary or by a Subsidiary of obligations of the Borrower or a Restricted Subsidiary of the Borrower under any agreement not otherwise prohibited hereby; (h) Guaranty Obligations that are Investments permitted under SECTION 7.02 or Indebtedness permitted under SECTION 7.03; (i) Guaranty Obligations of the Borrower and its Restricted Subsidiaries identified of suppliers, customers, franchisees and licensees in the ordinary course of business in an aggregate amount not to exceed $5,000,000 at any time outstanding pursuant to this clause (i); (j) Guaranty Obligations of the Borrower not to exceed $5,000,000 pursuant to the Borrower's guaranty in existence on Schedule 5.18(b) heretothe date hereof in favor of Tractebel Energia de Monterrey, S. de ▇.

Contingent Obligations. No Principal The Company willwill not, and no Principal Company will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company any Subsidiary Guarantor may become and remain liable as guarantor with respect to Contingent Obligations in respect any Indebtedness, obligation or liability of the Company or any other Subsidiary Guaranty Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement, provided that a Subsidiary Guarantor (x) may not guaranty any Subordinated Exchange Debentures and (y) may only guaranty Permitted Refinancing Debt if and to the Parent may become and remain liable with respect to Contingent Obligations in respect extent either (A) it guarantied the indebtedness refinanced thereby or (B) such Subsidiary Guarantor would have guarantied the indebtedness refinanced thereby if it had been a Subsidiary of the Parent GuarantyCompany while such indebtedness was outstanding; (b) such Principal Contingent Obligations pursuant to the Subsidiary Guaranty; (c) Contingent Obligations pursuant to the Additional Facility Documents; (d) Contingent Obligations under Interest Rate Protection Agreements with respect to the Loans, loans incurred under the Additional Credit Agreement or any other floating rate Indebtedness of the Company and its Restricted Subsidiaries otherwise permitted by this Agreement; (e) Contingent Obligations pursuant to the Contribution Agreement; (f) Contingent Obligations of the Company outstanding on the Effective Date and listed on Part B of Annex V hereto ("Existing Contingent Obligations"), without giving effect to any subsequent extension, renewal or refinancing thereof; (g) the Company may become and remain liable as guarantor with respect to Contingent Obligations any Indebtedness, obligation or liability of any Subsidiary Guarantor to the extent that such Indebtedness, obligation or liability is otherwise permitted by this Agreement; (ih) in respect of customary indemnification the Company and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements its Restricted Subsidiaries may guaranty in the ordinary course of business or (iii) otherwise approved in writing by loans and advances to officers, employees and agents so long as the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business aggregate principal amount of the obligations of or to suppliers, customers, franchisees loans and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount advances so guaranteed does not to exceed $3,000,000 in any fiscal year 10,000,000 less the principal amount of all loans and $8,000,000 in the aggregate advances outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect pursuant to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.17.05(j); and (ei) such Principal Company may become additional Contingent Obligations (including, without limitation, Contingent Obligations consisting of Non-Facility Letters of Credit and remain liable reimbursement obligations with respect to Contingent Obligations in respect of guaranties of obligations thereto) not otherwise permitted hereunder not exceeding (for the Company and all of its Subsidiaries identified on Schedule 5.18(bRestricted Subsidiaries) heretoin aggregate principal amount at any time outstanding an amount equal to the lesser of (x) $30,000,000 and (y) when added to the aggregate principal amount of Indebtedness outstanding under Section 7.04(j) at such time, $150,000,000.

Contingent Obligations. No Principal Company willCreate, and no Principal Company will incur, assume or permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to exist any Contingent ObligationObligations of the US Borrower or its Restricted Subsidiaries, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty US Borrower and the Parent may become and remain liable with respect to Contingent Obligations in respect its Restricted Subsidiaries other than those permitted by subsections (b) through (j) that are existing as of the Parent Guarantydate hereof and listed on Schedule 7.13; (b) such Principal Company and its Subsidiaries may become and remain liable Permitted Swap Obligations; (c) endorsements for collection or deposit in the ordinary course of business; (d) Contingent Obligations with respect to Surety Instruments incurred in the ordinary course of business; provided that the aggregate amount of such Contingent Obligations consisting of financial standby letters of credit (iother than any Letter of Credit) in respect which either Borrower or any Restricted Subsidiaries has any actual or contingent reimbursement obligations shall not exceed $15,000,000 at any time; (e) Guaranty Obligations of customary indemnification the US Borrower and purchase price adjustment its Restricted Subsidiaries in an aggregate amount not to exceed (excluding any Guaranty Obligations permitted by another clause of this Section 7.13) $50,000,000 at any time; (f) Guaranty Obligations of the US Borrower and its Restricted Subsidiaries consisting of payment obligations incurred in connection with (A) Asset Sales or other sales of assets an Acquisition permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agenthereunder; (cg) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Guaranty Obligations (i) under guarantees in the ordinary course of business of the US Borrower consisting of a guarantee by the US Borrower of obligations of Holdings or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and a Restricted Subsidiary or (ii) to financial institutions providing performance guarantees on behalf of a Subsidiary consisting of a guarantee by such Principal Company Subsidiary of obligations of Holdings, the US Borrower or a Restricted Subsidiary of the US Borrower under any agreement not otherwise prohibited hereby; (h) Guaranty Obligations that are Investments permitted under Section 7.02 or Indebtedness permitted under Section 7.03; (i) Guaranty Obligations of the US Borrower and its Restricted Subsidiaries for the benefit of suppliers, customers, franchisees and licensees in the ordinary course of such Principal Company and its Subsidiaries business in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 5,000,000 at any timetime outstanding pursuant to this clause (i); (dj) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Guaranty Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect US Borrower not to Contingent Obligations exceed $5,000,000 pursuant to the US Borrower's guaranty in respect existence on the date hereof in favor of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoTractebel Energia de Monterrey, S. de ▇.

Contingent Obligations. No Principal Company willThe Borrower will neither directly enter into any partnership or joint venture, nor enter into any agreement pursuant to which it directly assumes any liabilities of any joint venture or partnership entered into by any of its Subsidiaries. In addition, the Borrower will not, after the Closing Date, and no Principal Company will not permit any of its Subsidiaries to, directly Guarantee any Debt or indirectlyindebtedness of any other Persons, create or become or remain liable with respect to including, without limitation, any Contingent ObligationAffiliate, except: (a) Subsidiaries Guarantees by endorsement of such Principal Company may become and remain liable with respect to Contingent Obligations negotiable instruments for deposit or collection or similar transactions in respect the ordinary course of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantybusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect pursuant to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the AgentMaster Guaranty; (c) such Principal Company and its each of the Borrower's Subsidiaries may become Guarantee the income or debts of individual health care professionals (or of professional corporations or partnerships owned one hundred percent (100%) by individual health care professionals) associated with its respective health care institution; PROVIDED, HOWEVER, that all such guaranties, when added to the loans and remain liable with respect extensions of credit made pursuant to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliersSECTION 9.6(B), customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount may not to exceed $3,000,000 in any fiscal year and $8,000,000 10,000,000 in the aggregate outstanding at any timeone time outstanding for the Borrower and its Subsidiaries; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness each of the other Principal Company or any other Borrower's Wholly-Owned Subsidiaries the sole asset of which is a joint venture interest acquired after the Closing Date in a less than one hundred percent (100%) owned Subsidiary or any Principal Company of the Borrower permitted by Section 10.1SECTION 9.4(D), may assume, Guarantee, endorse or otherwise become directly or contingently liable in connection with any Debt or indebtedness of such joint venture, PROVIDED, HOWEVER, that prior to any such Subsidiary becoming so obligated for the Debt or indebtedness of such joint venture, the Borrower shall furnish to Agent, (i) a certificate of a Responsible Officer of the Borrower stating that all reasonable steps have been taken in the opinion of the Borrower to insulate the Borrower from any liability for the Debts of such Subsidiary, and (ii) such other documents as the Agent and the Required Lenders shall reasonably request to confirm that reasonable steps have been taken to so insulate the Borrower from any liability for the Debts of such Subsidiary; and (e) such Principal Company may become any liability, contingent or otherwise, and remain liable with respect any Guaranty of Debt, permitted pursuant to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoSECTION 9.1.

Contingent Obligations. No Principal Company willCredit Party shall, and no Principal Company will Credit Party shall suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except in respect of the Obligations and except: (a) Subsidiaries endorsements for collection or deposit in the Ordinary Course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyBusiness; (b) such Principal Company in the case of the Borrower and its Subsidiaries may become Subsidiaries, Rate Contracts and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification Hedging Agreements for bona fide hedging purposes and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agentnot for speculation; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations Credit Parties and their Subsidiaries existing as of or to suppliersthe Closing Date and listed in Schedule 5.9, customers, franchisees including extension and licensees renewals thereof which do not increase the amount of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf Contingent Obligations as of the date of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeextension or renewal; (d) such Principal Company Contingent Obligations of Borrower and its Subsidiaries may become and remain liable incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations of Borrower and its Subsidiaries arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (f) Contingent Obligations of Borrower and its Subsidiaries arising with respect to customary indemnification obligations in respect favor of purchasers in connection with dispositions permitted under subsection 5.2(b); (g) Contingent Obligations arising under Letters of Credit; (h) Contingent Obligations arising under guarantees of obligations of any Indebtedness Credit Party (other than Parent), which obligations are otherwise permitted (or not prohibited) hereunder; provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (i) indemnities, product warranties, and other Contingent Obligations provided by the Borrower and its Subsidiaries in the Ordinary Course of the other Principal Company Business; (j) Contingent Obligations consisting of guaranties by Borrower or any other Domestic Subsidiary of Borrower of Obligations incurred by Borrower or any Principal Company Domestic Subsidiary of Borrower which is a Credit Party and otherwise permitted by under this Agreement; (k) other Contingent Obligations not exceeding $1,000,000 in the aggregate at any time outstanding; (l) Contingent Obligations permitted under Section 10.15.4(b); and (em) Indebtedness permitted under Section 5.5 to the extent such Principal Company may become and remain liable with respect to Indebtedness is also a Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoObligation.

Contingent Obligations. No Principal Company willNote Party shall, and no Principal Company will Note Party shall suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except in respect of the Obligations and except: (a) Subsidiaries endorsements for collection or deposit in the Ordinary Course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyBusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations of the Note Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not (i) in respect increase the amount of customary indemnification such Contingent Obligations as of the date of such modification, extension or renewal except by an amount equal to any premium or other similar amount paid, and purchase price adjustment obligations fees and expenses incurred in connection with (A) Asset Sales such modification, extension or other sales of assets renewal or as otherwise permitted under pursuant to Section 10.6 5.9 or (B) any acquisition permitted under Section 10.3, (ii) in respect impose materially more restrictive or adverse terms on the Note Parties or their Subsidiaries as compared to the terms of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business Contingent Obligation being renewed or (iii) otherwise approved in writing by the Agentextended; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) arising under guarantees in the ordinary course of business of the obligations of or indemnity agreements to suppliers, customers, franchisees and licensees of title insurers to cause such Principal Company and its Subsidiaries and (ii) title insurers to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not issue to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timeAgent title insurance policies; (d) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations arising with respect to customary indemnification obligations, purchase price adjustments, earnouts and similar obligations in favor of purchasers in connection with dispositions permitted under subsection 5.2; and (ii) counterparties with respect to surety and appeal bonds, performance bonds, workers’ compensation claims, self insurance obligations, bankers acceptances and other similar obligations arising in the Ordinary Course of Business (exclusive of obligations with respect to surety bonds which, if drawn, would result in equitable Liens against Collateral); (e) Contingent Obligations arising under the Existing Letters of Credit; (f) Contingent Obligations arising under guarantees made in respect the Ordinary Course of Business of obligations of any Indebtedness of Note Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1Obligations, such guarantee shall be subordinated to the same extent; and (eg) such Principal Company may become Contingent Obligations incurred by any Note Party and remain liable their Subsidiaries with respect to Contingent Obligations in respect of guaranties of operating leases, take-or-pay contracts and other obligations of its Subsidiaries identified on Schedule 5.18(b) heretoany Note Party or Subsidiary thereof entered into in the Ordinary Course of Business and which do not constitute Indebtedness.

Contingent Obligations. No Principal Company willCreate, and no Principal Company will permit incur, assume or suffer to exist any Contingent Obligation other than: (i) endorsements of instruments or items of payment for deposit or collection in the ordinary course of business; (ii) Contingent Obligations incurred pursuant to the Guaranty Agreement; (iii) obligations under Letters of Credit issued under Section 2.17; (iv) guarantees by the Borrower or any of its Subsidiaries to, directly of obligations of the Borrower or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:its Subsidiaries under leases permitted hereunder; and (av) Contingent Obligations consisting of the indemnification by the Borrower or any of its Subsidiaries of such Principal Company may become (x) the officers, directors, employees and remain liable with respect to Contingent Obligations in respect agents of the Subsidiary Guaranty and Borrower of such Subsidiary, to the Parent may become and remain liable with respect to Contingent Obligations in respect extent permissible under the corporation law of the Parent Guaranty; (b) jurisdiction in which the Borrower or such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3Subsidiary is organized, (iiy) in respect commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of customary indemnification obligations incurred in connection with license the Borrower's or such Subsidiary's securities or the rendering of banking or professional services to the Borrower or such Subsidiary and (z) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by the Borrower or such Subsidiary; (iiivi) otherwise Contingent Obligations owed to a seller in a Permitted Acquisition that (x) relate to customary post-closing adjustments with respect to accounts receivable, accounts payable and similar items typically subject to post-closing adjustments in similar transactions, and (y) are outstanding for a period of one (1) year or less following the creation thereof; (vii) amounts payable under unsecured earnouts and other contingent obligations, incurred by any Borrower or any Subsidiary in connection with a Permitted Acquisition, whether or not earned or matured; (viii) Other Contingent Obligations of a Person incurred in connection with a Permitted Acquisition of a Person, provided such Contingent Obligations are not and do not become a direct or indirect liability of the Borrower or any existing Guarantor (other than a Guarantor formed for the purpose of making such Acquisition), unless such Contingent Obligation is approved in writing by the Agent; (c) Required Lenders in connection with such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoAcquisition.

Contingent Obligations. No Principal Company willThe Borrower shall not, and no Principal Company will shall not suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations set forth in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect Schedule 5.10, or incurred pursuant to Contingent Obligations in respect of the Parent Guarantyany Loan Document or any Specified Swap Contract; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) arising in connection with supersedeas or appeal bonds in respect of customary indemnification and purchase price adjustment litigation to which the Borrower or any of its Subsidiaries is a party or a real party in interest, in an amount for all such obligations incurred in connection with (A) Asset Sales on an aggregate consolidated basis not to exceed $1,000,000 at any time outstanding; provided that after giving effect to each such obligation there shall exist no Default or other sales Event of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the AgentDefault; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations endorsements for collection or deposit in the Ordinary Course of Business; (d) until the Spin-Off Consummation Date, (i) Contingent Obligations incurred in connection with the guaranty, of near or even date herewith, made by the Borrower in favor of Bank of America, N.A. (in its capacity as administrative agent under guarantees in the ordinary course of business of New Ceridian Credit Agreement) to guarantee the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries New Ceridian under the New Ceridian Credit Agreement; and (ii) Contingent Obligations not incurred pursuant to financial institutions providing performance guarantees on behalf or in furtherance of such Principal Company and its Subsidiaries for the benefit Arbitron Business; (e) Contingent Obligations incurred pursuant to the Private Placement Documents; (f) Contingent Obligations consisting of suppliers, customers, franchisees and licensees Guaranty Obligations of such Principal Company (i) the Borrower in respect of Indebtedness of any Wholly-Owned Subsidiary or (ii) any Subsidiary in respect of Indebtedness of the Borrower or any Wholly-Owned Subsidiary; and (g) other Contingent Obligations of the Borrower and its Subsidiaries in an aggregate amount not to exceed in excess of $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 1,000,000 at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretotime outstanding.

Contingent Obligations. No Principal Company willCreate, and no Principal Company will permit incur, assume or suffer to exist any Contingent Obligation other than: (i) endorsements of instruments or items of payment for deposit or collection in the ordinary course of business; (ii) Contingent Obligations incurred pursuant to the Loan Documents; (iii) Contingent Obligations consisting of the indemnification by the Borrower or any of its Subsidiaries toof (x) the officers, directly or indirectlydirectors, create or become or remain liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become employees and remain liable with respect to Contingent Obligations in respect agents of the Subsidiary Guaranty and Borrower or such Subsidiary, to the Parent may become and remain liable with respect to Contingent Obligations in respect extent permissible under the corporation law of the Parent Guaranty; (b) jurisdiction in which the Borrower or such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3Subsidiary is organized, (iiy) in respect commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of customary indemnification obligations incurred in connection with license the Borrower's or such Subsidiary's securities or the rendering of banking or professional services to the Borrower or such Subsidiary and (z) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business or (iii) otherwise approved in writing by the AgentBorrower or such Subsidiary; (civ) such Principal Company customary indemnification obligations of the Borrower and its Subsidiaries may become incurred in connection with Permitted Acquisitions made in compliance with SECTION 5.12; (v) unsecured amounts payable under earnouts and remain liable other contingent obligations, in each case approved by and subordinated on terms acceptable to the Required Lenders, in each case incurred by any Borrower or any Subsidiary in connection with respect a Permitted Acquisition, whether or not earned or matured; (vi) performance, appeal and bid bonds and pledges and deposits pursuant to workers' compensation and similar requirements, in each case to the extent permitted under the definition of "Permitted Liens" contained herein; (vii) obligations under Letters of Credit issued under SECTION 2.17; (viii) Contingent Obligations (i) under guarantees in described on SCHEDULE 6.3 attached hereto, without giving effect to any increases thereof without the ordinary course of business written consent of the Required Lenders; (ix) guarantees by the Borrower or any of its Subsidiaries of obligations of the Borrower or of a Guarantor under leases permitted hereunder; (x) guarantees by the Borrower or any of its Subsidiaries of any other Debt permitted under SECTION 6.2 and guarantees permitted by SECTION 6.7; (xi) guarantees by the Borrower or any of its Subsidiaries of physician compensation to suppliers, customers, franchisees and licensees the extent such guarantees under Generally Accepted Accounting Principles would not be reflected as a specific Dollar amount on the liability side of such Principal Company and its Subsidiaries and Person's balance sheet; (iixii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount other Contingent Obligations not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 5,000,000 at any time; time (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretoexcluding Permitted Joint Ventures).

Contingent Obligations. No Principal Neither the Company will, and no Principal Company will permit nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: : (ai) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations, together with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to replacement Contingent Obligations (ion substantially similar terms as the Permitted Existing Contingent Obligations) in respect to the extent of customary indemnification any Permitted Refinancing Indebtedness of the Indebtedness that was the subject of such Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees and purchase price adjustment obligations incurred in connection with (A) Asset Sales indemnities, not relating to Indebtedness of any Person, which have been or other sales of assets permitted under Section 10.6 are undertaken or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees surety, appeal and performance bonds obtained by the Company or any Subsidiary in the ordinary course of business business, (v) Contingent Obligations of the Subsidiary Guarantors under the Domestic Subsidiary Guaranty, the Foreign Subsidiary Guaranty or of a Foreign Guarantor under a guaranty of the Indebtedness under the agreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2008 Senior Notes, the 2009 Senior Notes, the 2008 Note Agreement, the 2009 Note Agreement, the Term Loan Credit Facility or any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the foregoing and in a principal amount equal to or greater than $25,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (ix) Contingent Obligations of the Company or any Subsidiary arising from the guaranty of Indebtedness of the Company or any Subsidiary, as applicable, to suppliers, customers, franchisees the extent such Indebtedness was permitted pursuant to Section 7.3(A); (x) Contingent Obligations in respect of representations and licensees warranties customarily given in respect of such Principal Company and its Subsidiaries Asset Sales otherwise permitted hereunder; and (iixi) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliersContingent Obligations, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 150,000,000 at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect time outstanding, arising as a result of the guaranty of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company not described in clauses (i) through (x) hereof and otherwise permitted by under Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto7.3(A).

Contingent Obligations. No Principal Neither the Company will, and no Principal Company will permit nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, business; (ii) in respect Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees and indemnities, not relating to Indebtedness of customary indemnification obligations incurred in connection with license agreements any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees surety, appeal and performance bonds obtained by the Company or any Subsidiary in the ordinary course of business business, (v) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the Senior Notes, the 2008 Senior Notes, the Note Agreement, the 2008 Note Agreement, the Revolving Credit Facility or any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the foregoing and in a principal amount equal to or greater than $25,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (ix) Contingent Obligations in respect of or to suppliers, customers, franchisees representations and licensees warranties customarily given in respect of such Principal Company and its Subsidiaries Asset Sales otherwise permitted hereunder; and (iix) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliersContingent Obligations, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in 150,000,000, arising as a result of the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect guaranty of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company not described in clauses (i) through (ix) hereof and otherwise permitted by under Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto7.3(A).

Contingent Obligations. No Principal Company will, and no Principal Company will permit any None of its the Borrower’s Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, business; (ii) in respect Permitted Existing Contingent Obligations; (iii) obligations, warranties, and indemnities, not relating to Indebtedness of customary indemnification obligations incurred in connection with license agreements any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Borrower or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Borrower or any Subsidiary in the ordinary course of business; (v) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; (ivi) Contingent Obligations of Subsidiaries which are Subsidiary Guarantors under a guaranty of the Indebtedness of the Borrower evidenced by the Dutch Credit Agreement or any Permitted Financing Facility; (vii) Contingent Obligations of the Borrower or any of its Subsidiaries arising under any Permitted Receivables Facility Documents; (viii) Contingent Obligations of Foreign Subsidiaries represented by guarantees of obligations of other Foreign Subsidiaries (other than under the Dutch Credit Agreement); (ix) Contingent Obligations of Subsidiaries which are guarantors under a guaranty of Indebtedness of a Subsidiary of the Borrower (including a Permitted Financing Facility, but excluding the Dutch Credit Agreement) permitted under Section 6.01(m); (x) Contingent Obligations incurred in the ordinary course of business by any of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Borrower’s Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(bany Subsidiary; and (xi) heretothe Separation Obligations.

Contingent Obligations. No Principal Company will, The Credit Parties shall not and no Principal Company will shall not cause or permit any of its their Subsidiaries to, to directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, Obligation except: (a) Subsidiaries Letter of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent GuarantyCredit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (c) those existing on the Closing Date and described in Schedule 3.4; (d) those arising under indemnity agreements to title insurers to cause such Principal Company and its Subsidiaries may become and remain liable title insurers to issue to Agent (or, in the case of Canadian Borrower, Canadian Agent) mortgagee title insurance policies; (e) those arising under Interest Rate Agreements or other hedging agreements entered into in compliance with Section 3.1; (f) those incurred with respect to Indebtedness permitted by Section 3.1; provided, that any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations and the Credit Parties other than Holdings shall not incur Contingent Obligations with respect to Indebtedness incurred by Holdings pursuant to Section 3.1(p); (ig) Contingent Obligations of (x) any Borrower or any of its Subsidiaries as a guarantor of the lessee under any lease pursuant to which any of its Wholly-Owned Subsidiaries is the lessee so long as such lease is otherwise permitted under this Agreement, (y) any Borrower or any of its Subsidiaries as a guarantor of any Capital Lease Obligation to which a joint venture is a party or any contract entered into by such joint venture in the ordinary course of business, provided that the maximum liability of such Borrower or any of its Subsidiaries in respect of customary indemnification any obligations as described pursuant to this clause (y) is permitted as an Investment on such date pursuant to the requirements of this Agreement, and purchase price adjustment obligations incurred (z) any Borrower or any of its Subsidiaries, which Contingent Obligations may be deemed to exist in connection with agreements (Aincluding, without limitation, the Acquisition Agreement and the Related Transactions Documents) Asset Sales relating to the Acquisition or other sales of assets Permitted Acquisitions or transactions permitted under Section 10.6 3.7 (including any obligation to pay the purchase price therefor and any indemnification, purchase price adjustments and similar obligations); (h) Contingent Obligations with respect to performance bonds, surety bonds, appeal bonds or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Borrower or any of its Subsidiaries or in connection with judgments that do not result in an Event of Default, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and customs bonds permitted by this clause (iiig) otherwise approved in writing by shall not at any time exceed $15,000,000 or the AgentDollar Equivalent thereof; (ci) such Principal Company and its Subsidiaries may become and remain liable with respect to any other Contingent Obligations not expressly permitted by clauses (ia) under guarantees in the ordinary course of business of the obligations of or to suppliersthrough (h) above, customersso long as any such other Contingent Obligations, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of time outstanding, do not exceed $10,000,000 or the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1Dollar Equivalent thereof; and (ej) such Principal Company may become refinancings, refundings, extensions and remain liable with respect to Contingent Obligations in respect renewals and/or replacements of guaranties any of obligations of its Subsidiaries identified on Schedule 5.18(b) heretothe above which do not accelerate the scheduled dates for payment thereof, increase the amounts thereof, materially increase any interest rate or fees applicable thereto or enhance the collateral therefor or priority thereof.

Contingent Obligations. No Principal Company willwill not, and no Principal Company will not permit any of its Consolidated Subsidiaries to, directly or indirectly, create or become or remain be liable with respect to any Contingent Obligation, Obligation except: (ai) Guaranties resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Obligations under the Company Guaranty and the O-I Subsidiary Guaranty; (iii) Guaranties by O-I Subsidiaries of Interest Rate Agreements and Currency Agreements entered into by Company which are permitted by subsection 6.4(vii); (iv) Guaranties by the Guarantor Subsidiaries of the Senior Debentures; (v) Currency Agreements entered into by Company or any Consolidated Subsidiary and any financial institution in the ordinary course of business or in connection with Asset Sales; (vi) Contingent reimbursement obligations under the Foreign Letters of Credit and under Commercial Letters of Credit and Standby Letters of Credit (including any such Principal letters of credit in existence as of the date hereof); (vii) Interest Rate Agreements and Currency Agreements entered into by Company may become and remain liable with respect to any Lender or any Affiliate of any Lender; (viii) Contingent Obligations described in Schedule F annexed hereto; (ix) Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable any obli- gation of Company or one of its Consolidated Subsidiaries permitted under this Agreement (other than any obligation with respect to Indebtedness); (x) Contingent Obligations relating to guaranties of the obligations of suppliers, customers, franchisees and licensees of Company and its Consolidated Subsidiaries; provided that the maximum aggregate liability of Company and its Consolidated Subsidiaries under all such Contingent Obligations shall at no time exceed $50,000,000 (including any Contingent Obligations in respect existence as of the Parent Guarantydate hereof); (xi) Contingent Obligations relating to guaranties by Company of indebtedness owed by any Foreign Subsidiary to any lender (excluding the guaranties described in Schedule F annexed hereto); provided that the maximum aggregate liability of Company under all such guaranties shall at no time exceed (a) $450,000,000 with respect to Indebtedness of Genie and Indebtedness of Acquisition Newcos incurred in connection with the Genie Acquisition and (b) an additional $300,000,000 with respect to Indebtedness (which may include Indebtedness of Genie or Acquisition Newcos) other than the Indebtedness of Genie and Acquisition Newcos referred to in the immediately preceding clause (a); provided, further that the sum of the aggregate amount outstanding of (1) such Principal Contingent Obligations described in clause (a) above, (2) Indebtedness permitted under subsection 6.1(vii)(a) (without duplication in the case of any such Contingent Obligations consisting of guaranties by Company of any such Indebtedness of any Consolidated Subsidiary), and (3) the Letter of Credit Usage in respect of any Standby Letters of Credit described in clause (i) of the definition of Standby Letter of Credit that are issued for the purpose of supporting Indebtedness incurred by Genie or Acquisition Newcos shall not exceed $450,000,000; and provided further that the sum of (1) the aggregate amount outstanding of such Contingent Obligations described in clause (b) above, (2) Indebtedness permitted under subsection 6.1(vii)(b) (without duplication in the case of any such Contingent Obligations consisting of guaranties by Company of any such Indebtedness of any Consolidated Subsidiary), and (3) the Letter of Credit Usage in respect of any Standby Letters of Credit described in clause (i) of the definition of Standby Letter of Credit that are issued for the purpose of supporting Indebtedness incurred by any Foreign Entity (other than any such Standby Letters of Credit included in the calculation made pursuant to the immediately preceding proviso) shall not exceed $300,000,000; (xii) Contingent Obligations incurred pursuant to agreements entered into by Company and its Consolidated Subsidiaries in connection with Asset Sales which are of a type, scope and amount customarily incurred by Company or its Subsidiaries or similar businesses in connection with the sale of similar assets, including, without limitation, undertakings to indemnify a buyer of assets with respect to the status of title or existing litigation relating to such assets; provided that the amount of a Contingent Obligation with respect to a particular Asset Sale shall not exceed the consideration received in such Asset Sale; and (xiii) In addition to the Contingent Obligations per- mitted by clauses (i)-(xii), Company and its Consolidated Subsidiaries may become and remain liable with respect to other Contingent Obligations (i) Obligations; provided that the maximum aggregate liability of Company and its Consolidated Subsidiaries in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agent; (c) all such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to shall at no time exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time150,000,000; (d) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto.

Contingent Obligations. No Principal Neither the Company will, and no Principal Company will permit nor any of its Subsidiaries to, shall directly or indirectly, indirectly create or become or remain be liable with respect to any Contingent Obligation, except: : (ai) Subsidiaries recourse obligations resulting from endorsement of such Principal Company may become and remain liable negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations, together with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guaranty; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to replacement Contingent Obligations (ion substantially similar terms as the Permitted Existing Contingent Obligations) in respect to the extent of customary indemnification any Permitted Refinancing Indebtedness of the Indebtedness that was the subject of such Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees and purchase price adjustment obligations incurred in connection with (A) Asset Sales indemnities, not relating to Indebtedness of any Person, which have been or other sales of assets permitted under Section 10.6 are undertaken or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Subsidiary; (iiiiv) otherwise approved in writing by the Agent; (c) such Principal Company and its Subsidiaries may become and remain liable Contingent Obligations with respect to Contingent Obligations (i) under guarantees surety, appeal and performance bonds obtained by the Company or any Subsidiary in the ordinary course of business business, (v) Contingent Obligations of the Subsidiary Guarantors under the Domestic Subsidiary Guaranty, the Foreign Subsidiary Guaranty or of a Foreign Subsidiary which provides a guarantee (including gross-up amounts for any withholding taxes or capital charges) of the Obligations (as distinguished from solely guaranteeing Drawn Foreign Amounts) under a guaranty of the Indebtedness under the agreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes, the 2013 Note Agreement, the 2016 Senior Note Agreement, the 2018 Senior Note Agreement or any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the foregoing and in a principal amount equal to or greater than $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (ix) Contingent Obligations of the Company or any Subsidiary arising from the guaranty of Indebtedness of the Company or any Subsidiary, as applicable, to suppliers, customers, franchisees the extent such Indebtedness was permitted pursuant to Section 7.3(A); (x) Contingent Obligations in respect of representations and licensees warranties customarily given in respect of such Principal Company and its Subsidiaries Asset Sales otherwise permitted hereunder; and (iixi) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliersContingent Obligations, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any time; time outstanding the greater of (d1) such Principal Company $200,000,000 and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect (2) 8% of Consolidated Assets, arising as a result of the guaranty of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company not described in clauses (i) through (x) hereof and otherwise permitted by under Section 10.1; and (e) such Principal Company may become and remain liable with respect to Contingent Obligations in respect of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) hereto7.3(A).

Contingent Obligations. No Principal Company willBorrowers shall not, and no Principal Company will shall not permit any of its their Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (ai) Subsidiaries of such Principal Company Borrowers may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty Guaranty; (ii) Borrowers and the Parent their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit issued pursuant to this Agreement in an aggregate amount not to exceed at any time $25,000,000 and in respect to other letters of credit, surety bonds, appeal bonds or other similar obligations issued in the Parent Guarantyordinary course of the business of the Borrowers and their Subsidiaries in an aggregate amount not to exceed at any time $5,000,000; (biii) such Principal Company Borrowers and its their Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under subsection 6.10 and under other Hedge Agreements entered into in the ordinary course of business; (iiv) Borrowers and their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the Agentassets; (cv) such Principal Company Borrowers and its their Subsidiaries may become and remain liable with respect to Contingent Obligations (i) under guarantees and warranties in the ordinary course of business of the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company Borrowers and its their Subsidiaries and (ii) to financial institutions providing performance guarantees on behalf of such Principal Company and its Subsidiaries for the benefit of suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries other than repurchase agreements described in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timesubsection 7.4(x)); (dvi) such Principal Company Borrowers and its their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the other Principal Company Borrowers or any other Subsidiary or any Principal Company of its Subsidiaries permitted by Section 10.1subsection 7.1; and104 (evii) such Principal Company Borrowers and their Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed hereto; ------------ (viii) Subsidiary Guarantors may become and remain liable with respect to Contingent Obligations arising under subordinated guaranties solely in connection with the New Subordinated Debt as required by the indenture relating thereto in effect on the Closing Date; (ix) Borrowers and their Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of guaranties endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (x) Borrowers and their Subsidiaries may become and remain liable for Contingent Obligations incurred in the ordinary course of business under repurchase arrangements in connection with the financing of bowling equipment sales in an aggregate amount outstanding at any time not to exceed $25,000,000; (xi) Borrowers and their Subsidiaries may become and remain liable for Contingent Obligations incurred in connection with guarantees of rental payments under Leases for the benefit of lessors in an aggregate amount outstanding at any time not to exceed an amount equal to the sum of $10,000,000; (xii) Borrowers and their Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of indemnification obligations to their respective officers and directors under their organizational documents; and (xiii) Borrowers and their Subsidiaries may become and remain liable with respect to other Contingent Obligations not provided above; provided that the maximum aggregate liability, contingent or otherwise, of its Borrowers and their Subsidiaries identified on Schedule 5.18(b) heretoin respect of all such other Contingent Obligations shall at no time exceed $2,000,000.

Contingent Obligations. No Principal Company willThe Borrowers shall not, and no Principal Company will shall not cause or permit any of its Subsidiaries Subsidiary to, directly or indirectly, create create, incur, assume or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries endorsements for collection or deposit in the ordinary course of such Principal Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect to Contingent Obligations in respect of the Parent Guarantybusiness; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) in respect of customary indemnification and purchase price adjustment obligations incurred in connection with (A) Asset Sales or other sales of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements Swap Contracts entered into in the ordinary course of business and designed to protect against fluctuations in interest rates, currency exchange rates, commodity prices or similar risks (iii) otherwise approved in writing by the Agentincluding any Swap Contract entered into pursuant to Section 7.16 or Section 7.17); (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations of US Borrower and the Subsidiaries existing as of the Closing Date and listed in Schedule 8.8; (d) Contingent Obligations arising under (i) under guarantees Surety Instruments arising in the ordinary course of business of the obligations of US Borrower or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries and any Subsidiary or (ii) any guaranty of the performance of contractual obligations (other than obligations to financial institutions providing performance guarantees on behalf pay money) of other Persons that are not Subsidiaries so long as such Principal Company and its Subsidiaries for guaranty arises in connection with a project in which a Borrower or the benefit applicable Subsidiary is otherwise involved in the ordinary course of suppliersbusiness, customers, franchisees and licensees of such Principal Company and its Subsidiaries in an aggregate amount not to exceed $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding at any timefor all Contingent Obligations pursuant to this subclause (d) the Dollar Equivalent amount of U.S. $25 million; (de) such Principal Company Guaranty Obligations permitted by subsections 8.4(c), (k), (p), (r), (u) and its Subsidiaries may become and remain liable with respect to Contingent (w); (f) Guaranty Obligations in respect of the Indebtedness or other liabilities of Joint Ventures or Persons in which a Borrower or any Indebtedness Subsidiary has a minority interest; provided, however, that the aggregate amount of all such Guaranty Obligations at any time outstanding, plus the aggregate amount of all Guaranty Obligations permitted solely by this subsection (f) which are paid after the date hereof and (without duplication) the aggregate amount of all Investments (excluding Investments which constitute part of the M-T Acquisition) made after the date hereof which are permitted solely by subsection 8.4(e), shall not exceed in the aggregate a Dollar Equivalent amount of U.S. $25 million; (g) other Principal Company or Contingent Obligations not at any other Subsidiary or any Principal Company permitted time exceeding in the aggregate a Dollar Equivalent amount of U.S. $5 million; (h) the Guarantees and reimbursement obligations arising under the Loan Documents in respect of drawings under Letters of Credit; (i) Guaranty Obligations by Section 10.1Domestic Subsidiaries of US Borrower in respect of US Borrower's obligations under the Senior Subordinated Notes pursuant to the Senior Subordinated Note Documents as in effect on the Closing Date; (j) the Ciba Reimbursement Agreement; (k) Guaranty Obligations of Foreign Subsidiaries under letters of credit; and (el) Guarantees by either Borrower of Indebtedness of foreign Subsidiaries permitted by subsection 8.5(g) or (n); and (m) Guaranty Obligations in connection with sales and other dispositions of assets permitted under Section 8.2, arising in connection with indemnification and other agreements in respect of any contract relating to such Principal Company may become sale, not to exceed the consideration received by US Borrower or any Subsidiary in connection with such sale and remain liable excluding in all cases any Guaranty Obligation with respect to Contingent Obligations any obligation of any third person incurred in respect connection with the acquisition of guaranties of obligations of its Subsidiaries identified on Schedule 5.18(b) heretosuch assets.

Contingent Obligations. No Principal The Company willshall not, and no Principal Company will shall not suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent ObligationObligations, except: (a) Subsidiaries of such Principal Company may become and remain liable with respect to Contingent Obligations set forth in respect of the Subsidiary Guaranty and the Parent may become and remain liable with respect Schedule 5.10, or incurred pursuant to Contingent Obligations in respect of the Parent Guarantyany Note Document or any Specified Swap Contract; (b) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations (i) arising in connection with supersede as or appeal bonds in respect of customary indemnification and purchase price adjustment litigation to which the Company or any of its Subsidiaries is a party or a real party in interest, in an amount for all such obligations incurred in connection with (A) Asset Sales on an aggregate consolidated basis not to exceed $1,000,000 at any time outstanding; provided that after giving effect to each such obligation there shall exist no Default or other sales Event of assets permitted under Section 10.6 or (B) any acquisition permitted under Section 10.3, (ii) in respect of customary indemnification obligations incurred in connection with license agreements in the ordinary course of business or (iii) otherwise approved in writing by the AgentDefault; (c) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations endorsements for collection or deposit in the Ordinary Course of Business; (d) until the Spin-Off Consummation Date, (i) Contingent Obligations incurred in connection with the guaranty, of near or even date herewith, made by the Company in favor of the administrative agent under guarantees in (and as defined in) the ordinary course of business of New Ceridian Credit Agreement to guarantee the obligations of or to suppliers, customers, franchisees and licensees of such Principal Company and its Subsidiaries New Ceridian under the New Ceridian Credit Agreement; and (ii) Contingent Obligations not incurred pursuant to financial institutions providing performance guarantees on behalf or in furtherance of such Principal the Arbitron Business; (e) Contingent Obligations incurred pursuant to the Loan Documents; (f) Contingent Obligations consisting of Guaranty Obligations of (i) the Company and its Subsidiaries for in respect of Indebtedness of any Wholly-Owned Subsidiary or (ii) any Subsidiary in respect of Indebtedness of the benefit Company or any Wholly-Owned Subsidiary; (g) other Contingent Obligations of suppliers, customers, franchisees and licensees of such Principal the Company and its Subsidiaries in an aggregate amount not to exceed in excess of $3,000,000 in any fiscal year and $8,000,000 in the aggregate outstanding 5,000,000 at any timetime outstanding; (dh) such Principal Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations undertaken by the Company pursuant to a Contractual Obligation with (A) a Permitted Joint Venture (other than any Permitted ▇▇▇▇▇▇▇ ▇▇) or (B) other obligations incurred in respect connection with exiting or terminating a Permitted Joint Venture (other than any Permitted ▇▇▇▇▇▇▇ ▇▇), to the extent that such Contingent Obligations do not cause a breach of any Indebtedness of the other Principal Company or any other Subsidiary or any Principal Company permitted by Section 10.17.11; and (ei) such Principal Company may become and remain liable with respect to Contingent Obligations incurred by the Company in respect connection with any contract (or other relevant document or obligation) between the Company and a manufacturer involved with the PPM Technology, including, without limitation, the Company’s obligation to make payments to such manufacturers for any materials, supplies or other property purchased by such manufacturers for use in or in connection with the PPM Technology regardless of guaranties whether or not the Company actually takes delivery of obligations such materials, supplies or property, to the extent that such Contingent Obligations do not cause a breach of its Subsidiaries identified on Schedule 5.18(b) heretoSection 7.11.