Common use of Accommodation Obligations Clause in Contracts

Accommodation Obligations. No Borrower shall or shall permit any of its Subsidiaries to directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) or (q); (d) [Intentionally Omitted]; (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans; and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 at any time outstanding.

Accommodation Obligations. No None of the Borrower shall or shall permit any of its Subsidiaries to (other than Foreign Subsidiaries) shall directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its businessPermitted Existing Accommodation Obligations; (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (iib) Accommodation Obligations evidenced by Financing Agreements of arising under the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereofLoan Documents; (c) Accommodation Obligations of the Subsidiary Guarantors in connection with their guaranty of (i) arising under the Loan DocumentsFoamex 9 7/8% Subordinated Notes, but only to the extent set forth in the Foamex 9 7/8% Subordinated Note Indenture, (ii) with respect the Foamex 13 1/2% Subordinated Notes (including any subsequent refinancing thereof to the Indebtedness extent such refinancing is permitted under Sections 9.01(dby Section 9.01(e)), but only to the extent set forth in the Foamex 13 1/2% Subordinated Note Indenture (or any subsequent indenture delivered in connection with a refinancing of the Foamex 13 1 2% Subordinated Note Indenture permitted by Section 9.01(e)) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a)Senior Secured Notes, (h), (i) or (q)but only to the extent contemplated by the Senior Secured Note Indenture; (d) [Intentionally Omitted];Accommodation Obligations of the Borrower in respect of Indebtedness permitted by Section 9.01 of any Subsidiary Guarantor; and (e) Accommodation Obligations of the Credit Parties with in respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations of liabilities of Foreign Subsidiaries incurred after the Effective Date, provided that (i) the aggregate outstanding amount of Credit Parties with respect to Indebtedness of Credit Parties; such Accommodation Obligations plus (ii) the aggregate sales or other transfers of Borrower assets (valued at the Fair Market Value thereof) to such Foreign Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; permitted under Section 9.02(c) plus (iii) the amount of Pledged Entities with respect to Indebtedness of Pledged Entities; (ivall Investments outstanding under Section 9.04(d) of Borrower Subsidiaries shall not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; 5,000,000 (gcomputed as set forth in Section 9.04); provided that, except as contemplated in clause (e) Parent Subordinated Indebtedness; (h) Accommodation Obligations above, in no event shall any of the Borrower or FMXI, or any Subsidiary thereof in of their respective Subsidiaries (other than Foreign Subsidiaries) directly or indirectly create or become or be liable with respect to any Accommodation Obligation with respect to any liabilities of Permitted Term B Loans; and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 at any time outstandingForeign Subsidiary.

Accommodation Obligations. No Borrower shall None of the Borrowers or shall permit any of its the Restricted Subsidiaries to shall directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement Permitted Existing Accommodation Obligations; (b) Accommodation Obligations arising under the Loan Documents and the other Transaction Documents (as defined in the Original Credit Agreement); (c) obligations, warranties and indemnities, not with respect to Indebtedness of negotiable instruments for collection any Person, which have been or are undertaken or made in the ordinary course of its businessbusiness and not for the benefit of or in favor of an Affiliate of the Borrowers or any of the Borrowers’ Subsidiaries; (d) Accommodation Obligations of (i) Permitted Existing Accommodation Obligations and the Company in respect of any extensions, renewals Subsidiary of the Company that is a Loan Party (other than an Immaterial Subsidiary Guarantor) or replacements thereof, provided that the aggregate Indebtedness under of any such extension, renewal Loan Party in respect of the Company or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers any other such Loan Party or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) the Loan Parties (other than the Immaterial Subsidiary Guarantors) in respect of any other Subsidiary of the Company that is an Immaterial Subsidiary Guarantor or that is not a Loan Party or of any Permitted Joint Venture, which Accommodation Obligations evidenced by Financing Agreements of the type described in shall not cause (together with any Investments made pursuant to Section 9.4(d) and any Permitted Acquisitions made pursuant to clause (ciii) of the definition thereof, and ) the Maximum Subsidiary/Joint Venture Investment Amount to exceed $40,000,000 in the aggregate at any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) or (q); (d) [Intentionally Omitted];time; and (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof of such Borrower in respect of Permitted Term B Loans; and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 at any time outstandingobligations of such Borrower.

Accommodation Obligations. No Borrower or Guarantor shall or shall permit any of its Subsidiaries to directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (ib) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers such Borrower or such Subsidiary Guarantor than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, Documents or (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise included in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) or (q10.01(c); (d) [Intentionally Omitted];Accommodation Obligations evidenced by the Senior Subordinated Notes Guaranties and the TROL Guaranties; and (e) unsecured Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties incurred by Parent with respect to Indebtedness of Credit Parties; the Borrowers and Parent's other Subsidiaries permitted under the provisions of Section 10.01 (i) for borrowed money, (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties under Capital Leases or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000under Operating Leases; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans; and (if) in addition to the Accommodation Obligations permitted by clauses (a) through (he) above, other unsecured Accommodation Obligations of the Borrowers and Guarantors which are Subsidiaries of Parent in an aggregate amount not to exceed $16,500,000 1,000,000 at any time outstanding. No Borrower or Guarantor shall incur any Accommodation Obligation with respect to Indebtedness of any Subsidiary of Leasing.

Accommodation Obligations. No Borrower or Guarantor shall or shall permit any of its Subsidiaries to directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (ib) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers such Borrower or such Subsidiary Guarantor than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) or (q); (d) [Intentionally Omitted]Accommodation Obligations evidenced by the Junior Subordinated Notes Guaranties; (e) unsecured Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties incurred by Parent with respect to Indebtedness of Credit Parties; the Borrowers and Parent's other Subsidiaries permitted under the provisions of Section 10.01 (i) for borrowed money, (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties under Capital Leases or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loansunder Operating Leases; and (if) in addition to the Accommodation Obligations permitted by clauses (a) through (he) above, other unsecured Accommodation Obligations of the Borrowers and Guarantors which are Subsidiaries of Parent in an aggregate amount not to exceed $16,500,000 500,000 at any time outstanding.

Accommodation Obligations. No Borrower shall or shall permit any of its Subsidiaries to directly Directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) Accommodation Obligations arising under the Operative Agreements; (b) Accommodation Obligations existing on the date hereof and listed on Schedule 28.3.5; and any extension, renewal and replacement of any such Accommodation Obligation, provided that any such extension, renewal or replacement shall be limited to the Assets or obligations covered by the Accommodation Obligation prior to such extension, renewal or replacement, and the obligations supported by such extension, renewal or replacement Accommodation Obligation shall be an amount not greater than the amount of the original obligations supported by the Accommodation Obligation prior to such extension, renewal or replacement; (c) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (iid) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) or (q); (d) [Intentionally Omitted]Junior Subordinated Notes Guaranties; (e) unsecured Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties incurred by Aviation Sales with respect to Indebtedness of Credit Parties; its Subsidiaries permitted under the provisions of Section 28.3.1 (i) for borrowed money, (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties under Capital Leases or Pledged Entities; (iii) under any lease of Pledged Entities with respect to Indebtedness of Pledged Entities; any property (ivwhether real, person or mixed) of Borrower Subsidiaries by such Subsidiary as lessee which is not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loansa Capital Lease; and (if) in addition to the Accommodation Obligations permitted by clauses (a) through (he) above, other unsecured Accommodation Obligations of Aviation Sales and its Subsidiaries in an aggregate amount not to exceed $16,500,000 500,000 at any time outstanding.

Accommodation Obligations. No Borrower The Borrowers shall or not and shall not permit any of its the Borrowers' Subsidiaries to directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its such Persons' business; (ib) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers applicable Borrower or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) or (q); (d) [Intentionally Omitted]Accommodation Obligations arising with respect to guarantees provided by banks organized under the laws of jurisdictions outside of the United States on behalf of Subsidiaries of the Borrowers which are not Domestic Subsidiaries in an aggregate amount not to exceed $5,000,000 at any time outstanding; (e) Accommodation Obligations of the Credit Parties arising with respect to Lift Truck Financing Guaranteesappeal, bid or performance bonds otherwise permitted under this Agreement which bonds are supported by Letters of Credit issued under this Agreement; (f) Accommodation Obligations (i) of Credit Parties arising with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to under Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,00010.01(j); (g) Parent Subordinated IndebtednessAccommodation Obligations incurred by RHI for the benefit of The Mxxxxxxxxxx Group, as co-investor with RHI in Haargaz Ltd., an Israeli manufacturing company, as evidenced by RHI's payment of (i) $1,000,000 of a $2,000,000 deposit on behalf of The Mxxxxxxxxxx Group and (ii) $1,500,000 of the balance ($3,000,000) of the Investment in Haargaz Ltd. permitted by Section 10.04(f)(ii) on behalf of The Mxxxxxxxxxx Group; (h) Accommodation Obligations arising with respect to Spin-Off Businesses; provided that the sum of such Accommodation Obligations, Investments made in Spin-Off Businesses and SpinCo, and Indebtedness of Subsidiaries of a Borrower which are Spin-Off Businesses arising from Investments permitted by Section 10.04(m) shall in no event exceed, in the Borrower or any Subsidiary thereof aggregate, the amount equal to (i) $75,000,000 minus (ii) the amount by which permitted Capital Expenditures have been increased as provided in respect of Permitted Term B LoansSection 11.02(i); and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations in an aggregate amount which, when combined with outstanding Indebtedness permitted by Section 10.01(o), does not to exceed $16,500,000 5,000,000 at any time outstanding.

Accommodation Obligations. No Borrower shall None of the Company or shall permit any of its Subsidiaries to shall directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (ai) recourse obligations resulting from endorsement Permitted Existing Accommodation Obligations; (ii) Accommodation Obligations arising under the Loan Documents; (iii) obligations, warranties and indemnities, not with respect to Indebtedness of negotiable instruments for collection any Person, that have been or are undertaken or made in the ordinary course of business or in connection with the sale of assets permitted by Section 9.02(vii) and not for the benefit of or in favor of an Affiliate of the Company or any of its businessSubsidiaries; (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (iiiv) Accommodation Obligations evidenced by Financing Agreements of any Subsidiary in respect of obligations of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereofCompany; (cv) Accommodation Obligations of any partnership or joint venture (iother than the Existing Joint Ventures) as long as the incurrence of such obligations shall not cause the Maximum Partnership/Joint Venture Investment Amount to exceed $5,000,000 at any time; provided, that no such Investment under this clause (v) may be made as long as any Default or Event of Default has occurred and is continuing or would occur as a result of such Investment; (vi) Accommodation Obligations with respect to obligations, warranties and indemnities (other than with respect to Indebtedness) (A) in the ordinary course of business, (B) arising under the Loan Documents, Ciba-Geigy Transaction Documents and (iiC) with respect to customary representations, warranties and indemnities entered into in connection with the Indebtedness permitted under Sections 9.01(dsale or other disposition of assets; (vii) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of payments made by the Indebtedness permitted under Section 9.01(a)Company in Fiscal Year 1997 and thereafter to Dainippon Ink & Chemical, (h), (i) or (q); (d) [Intentionally Omitted]; (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans; and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations Inc. in an aggregate amount not to exceed $16,500,000 4,500,000; (viii) subordination of certain amounts payable to the Company by Knytex as provided for in the Knytex Credit Facility; and (ix) Accommodation Obligations in connection with Environmental Claims at any time outstandingthe Lodi Facility not to exceed $5,000,000 in the aggregate.

Accommodation Obligations. No The Borrower shall ------------------------- not, and shall not permit ATSC or shall permit any of its Subsidiaries to directly or indirectly Restricted Subsidiary to, create or become or be liable liable, directly or indirectly, with respect to any Accommodation Obligation, Obligation except: (a) recourse obligations guaranties resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (ib) Permitted Existing Accommodation Obligations obligations, warranties and indemnities, not relating to Indebtedness of any extensionsPerson, renewals which have been or replacements thereof, provided that are undertaken or made in the aggregate Indebtedness under any such extension, renewal ordinary course of business and not for the benefit or replacement is not greater than in favor of an Affiliate of the Indebtedness under, and shall be on terms no less favorable to the Borrowers Borrower or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereofSubsidiary; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect guaranties of obligations of the Indebtedness permitted under Section 9.01(a)Borrower or any of its Restricted Subsidiaries in connection with the leasing or financing of materials handling equipment, (h)computer equipment, (i) or (q)furniture and fixtures in the ordinary course of business; (d) [Intentionally Omitted];Accommodation Obligations arising in connection with the Borrower's agreement to provide one or more Letters of Credit issued for the benefit of any joint venture to the extent permitted by Section 8.03(e); -------------- (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees;ATSC, Accommodation Obligations arising in connection with (i) the ATSC Guaranty (ii) the ATSC Pledge Agreement, (iii) the ATSC Guarantee Agreements or (iv) Accommodation Obligations for Indebtedness of the Borrower or its wholly-owned Restricted Subsidiaries permitted to be incurred under Section 8.01; and ------------ ================================================================= (f) Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; under the Subsidiary Guaranty and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans; and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 at any time outstandingCollateral Agreement.

Accommodation Obligations. No Borrower shall not, or shall permit any of its Subsidiaries to Credit Party Entity to, directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers Borrower or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) ), or (q); (d) [Intentionally Omitted]Accommodation Obligations of the Credit Parties with respect to the Senior Notes; (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries Credit Party Entities not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries Credit Party Entities not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries Credit Party Entities not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries Credit Party Entities not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Credit Agreement Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in Credit Party Entity with respect of Permitted Term B Loansto Indebtedness under Existing Credit Agreement; and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 at any time outstanding.

Accommodation Obligations. No Neither Borrower shall, nor shall or shall either Borrower permit any of its Subsidiaries to to, directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (ib) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness of the applicable Borrower or Subsidiary under any such extension, renewal or replacement is not greater than the Indebtedness of such Borrower or Subsidiary under, and shall be on terms no less favorable to the Borrowers obligor Borrower or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) or (q); (d) [Intentionally Omitted]obligations, warranties and indemnities which (i) are undertaken or made in the ordinary course of business, (ii) are not in favor of an Affiliate, and (iii) do not relate to Indebtedness which is in default; (e) Accommodation Obligations guaranties (i) by Banner of the Credit Parties Operating Leases of Burbank payments under which do not aggregate more than $500,000 in any given Fiscal Year, (ii) by Banner of Burbank's Contractual Obligation with respect to Lift Truck Financing Guarantees;the (f) the guarantee by Banner of the Indebtedness of Banner Distribution, Inc. described in Section 10.03(h) and an environmental liability indemnity in favor of the holder of such Indebtedness; and (g) other Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of 500,000 in the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans; and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 at any time outstanding.

Accommodation Obligations. No Borrower shall or shall permit any of its Subsidiaries to directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers Borrower or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) ), or (q); (d) [Intentionally Omitted]Accommodation Obligations of the Domestic Credit Parties with respect to the Senior Notes; (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,00055,000,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans; and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 15,000,000 at any time outstanding.

Accommodation Obligations. No Borrower shall or shall permit any of its Subsidiaries to directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (ib) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers Borrower or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections SECTIONS 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section SECTION 9.01(a), (h), (i), (m) or (q); (d) [Intentionally Omitted]Accommodation Obligations of the Domestic Credit Parties with respect to the Senior Notes; (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section SECTION 9.01(g)(v) and Investments permitted pursuant to Sections SECTIONS 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans55,000,000; and (ig) in addition to the Accommodation Obligations permitted by clauses CLAUSES (a) through (hf) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 15,000,000 at any time outstanding.

Accommodation Obligations. No Borrower shall or shall shall, nor permit any of its Subsidiaries to directly or indirectly the Parent to, create or become or be liable liable, directly or indirectly, with respect to any Accommodation Obligation, Obligation except: (a) recourse obligations guaranties resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (ib) Permitted Existing Accommodation Obligations obligations, warranties and indemnities, not relating to Debt of any extensionsPerson, renewals which have been or replacements thereof, provided that are undertaken or made in the aggregate Indebtedness under ordinary course of business and not for the benefit or in favor of an Affiliate of any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers Borrower or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereofSubsidiary; (c) Accommodation Obligations of ATI in connection with (i) arising under obligations of the Loan DocumentsParent to fund (A) income and franchise taxes payable in such Fiscal Year owed by the Parent pursuant to the Tax Sharing Agreement dated as of July 12, 1989 between the Parent and ATI; (B) other ordinary operating expenses of the Parent not in excess of $500,000 in any Fiscal Year; (C) purchases of capital stock of the Parent held by employees of any Credit Party to enable such employee to pay withholding taxes in connection with the vesting of such stock and (D) the Parent's share of expenses incurred in connection with, any public offering of Common Stock; and (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect guaranty of the Indebtedness permitted under Section 9.01(a), (h), (i) or (q);Convertible Debentures. (d) [Intentionally Omitted];Accommodation Obligations of the Parent or any Borrower in respect of any obligations of any Borrower otherwise permitted hereunder; and (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees;obligations of Unrestricted Subsidiaries to the extent such Accommodation Obligations constitute Investments permitted by Section 7.11(e). (f) Accommodation Obligations (i) in respect of Credit Parties customary indemnification and purchase price adjustment obligations incurred in connection with respect to Indebtedness of Credit PartiesAcquisitions or asset sales permitted by this Agreement; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000;and (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans; and (i) performance bonds, surety bonds, appeal bonds or custom bonds required in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations ordinary course of business or in connection with judgments that do not result in an aggregate amount not to exceed $16,500,000 at any time outstandingEvent of Default.

Accommodation Obligations. No Borrower shall or shall shall, nor permit any of its Subsidiaries to directly or indirectly the Parent to, create or become or be liable liable, directly or indirectly, with respect to any Accommodation Obligation, Obligation except: (a) recourse obligations guaranties resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (ib) Permitted Existing Accommodation Obligations obligations, warranties and indemnities, not relating to Debt of any extensionsPerson, renewals which have been or replacements thereof, provided that are undertaken or made in the aggregate Indebtedness under ordinary course of business and not for the benefit or in favor of an Affiliate of any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers Borrower or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereofSubsidiary; (c) Accommodation Obligations of ATI in connection with obligations of the other Credit Parties to fund (iA) arising under income and franchise taxes payable in any Fiscal Year owed by the Loan Documents, (ii) with respect Credit Parties pursuant to the Indebtedness permitted under Sections 9.01(dAmended and Restated Tax Sharing Agreement dated as of November 10, 2003 between the Parent and ATI; (B) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect other ordinary operating expenses of the Indebtedness permitted under Section 9.01(a), Parent not in excess of $500,000 in any Fiscal Year; (h), C) purchases of capital stock of the Parent held by employees of any Credit Party to enable such employee to pay withholding taxes in connection with the vesting of such stock and (iD) or (q)the Parent’s share of expenses incurred in connection with any public offering of Common Stock; (d) [Intentionally Omitted]Accommodation Obligations of the Parent or any Borrower in respect of any obligations of any U.S. Borrower otherwise permitted hereunder; (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guaranteesobligations of Unrestricted Subsidiaries to the extent such Accommodation Obligations constitute Investments permitted by Section 7.11(e); (f) Accommodation Obligations (i) in respect of Credit Parties customary indemnification and purchase price adjustment obligations incurred in connection with respect to Indebtedness of Credit PartiesAcquisitions or asset sales permitted by this Agreement; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000;and (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans; and (i) performance bonds, surety bonds, appeal bonds or custom bonds required in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations ordinary course of business or in connection with judgments that do not result in an aggregate amount not to exceed $16,500,000 at any time outstandingEvent of Default.

Accommodation Obligations. No Borrower shall or shall shall, nor permit any of its Subsidiaries to directly or indirectly the Parent to, create or become or be liable liable, directly or indirectly, with respect to any Accommodation Obligation, Obligation except: (a) recourse obligations guaranties resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (ib) Permitted Existing Accommodation Obligations obligations, warranties and indemnities, not relating to Debt of any extensionsPerson, renewals which have been or replacements thereof, provided that are undertaken or made in the aggregate Indebtedness under ordinary course of business and not for the benefit or in favor of an Affiliate of any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers Borrower or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereofSubsidiary; (c) Accommodation Obligations of ATI in connection with obligations of the Parent to fund (iA) arising under income and franchise taxes payable in any Fiscal Year owed by the Loan Documents, (ii) with respect Parent pursuant to the Indebtedness permitted under Sections 9.01(dTax Sharing Agreement dated as of July 12, 1989 between the Parent and ATI; (B) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect other ordinary operating expenses of the Indebtedness permitted under Section 9.01(a), Parent not in excess of $500,000 in any Fiscal Year; (h), C) purchases of capital stock of the Parent held by employees of any Credit Party to enable such employee to pay withholding taxes in connection with the vesting of such stock and (iD) or (q)the Parent’s share of expenses incurred in connection with any public offering of Common Stock; (d) [Intentionally Omitted]Accommodation Obligations of the Parent or any Borrower in respect of any obligations of any Borrower otherwise permitted hereunder; (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guaranteesobligations of Unrestricted Subsidiaries to the extent such Accommodation Obligations constitute Investments permitted by Section 7.11(e); (f) Accommodation Obligations (i) in respect of Credit Parties customary indemnification and purchase price adjustment obligations incurred in connection with respect to Indebtedness of Credit PartiesAcquisitions or asset sales permitted by this Agreement; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000;and (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B Loans; and (i) performance bonds, surety bonds, appeal bonds or custom bonds required in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations ordinary course of business or in connection with judgments that do not result in an aggregate amount not to exceed $16,500,000 at any time outstandingEvent of Default.

Accommodation Obligations. No None of the Borrower shall or shall permit nor any of its Subsidiaries to (other than Foreign Subsidiaries) shall directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and Obligations; (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) or (q); (d) [Intentionally Omitted]; (eiii) Accommodation Obligations of the Credit Parties Subsidiary Guarantors in connection with respect their guaranty of (A) the New Foamex Subordinated Notes, but only to Lift Truck Financing Guaranteesthe extent set forth in the New Foamex Subordinated Note Indenture and (B) the New Foamex Notes, but only to the extent set forth in the New Foamex Indenture; (f) Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in respect of Permitted Term B LoansIndebtedness permitted by Section 9.01 of any Subsidiary Guarantor; (v) Accommodation Obligations of Credit Parties in respect of liabilities of Foreign Subsidiaries, provided, that, the aggregate outstanding amount of such Accommodation Obligations plus the aggregate sales or other transfers of assets (valued at the Fair Market Value thereof) to such Foreign Subsidiaries permitted under Section 9.02(v) plus the amount of all Investments outstanding under Section 9.04(viii) shall not exceed $25,000,000 (computed as set forth in Section 9.04); and (ivi) the Foamex/GFI Note; provided that, except as contemplated in addition to the Accommodation Obligations permitted by clauses clause (a) through (hv) above, in no event shall any of the Borrower or FMXI, nor any of their respective Subsidiaries (other unsecured than Foreign Subsidiaries) directly or indirectly create or become or be liable with respect to any Accommodation Obligations in an aggregate amount not Obligation with respect to exceed $16,500,000 at any time outstandingliabilities of any Foreign Subsidiary.

Accommodation Obligations. No Borrower shall or shall permit any of its Subsidiaries to directly Directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness Debt under any such extension, renewal or replacement is not greater than the Indebtedness Debt under, and shall be on terms no less favorable to the Borrowers Parent or such Subsidiary any of its Subsidiaries, as applicable, than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness Debt permitted under Sections 9.01(dSection 10.2.1(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness Debt or (iii) otherwise in respect of the Indebtedness Debt permitted under Section 9.01(a), (h), (i10.2.1(a) or (qh); (d) [Intentionally Omitted]Accommodation Obligations of the Obligors with respect to Lift Truck Financing Guarantees; provided, that Lift Truck Financing Guarantees described in clause(b)(iii) of the definition thereof shall not exceed $50,000,000; (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties Obligors with respect to Indebtedness Debt of Credit PartiesObligors; (ii) of Borrower Subsidiaries of the Parent not constituting Credit Parties Obligors with respect to Indebtedness Debt of Credit Parties Obligors or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness Debt of Pledged Entities; (iv) of Borrower Subsidiaries of the Parent not constituting Credit Parties Obligors with respect to Indebtedness Debt of Borrower Subsidiaries of the Parent not constituting Credit PartiesObligors; and (v) of Credit Parties Obligors with respect to Indebtedness Debt of Borrower Subsidiaries of the Parent not constituting Credit Parties Obligors in an aggregate amount, together with Indebtedness Debt permitted pursuant to Section 9.01(g)(v10.2.1(g)(v) and Investments permitted pursuant to Sections 9.04(e)(vSection 10.2.4(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (hf) Accommodation Obligations of the Borrower Parent or any Subsidiary thereof of the U.S. Domiciled Obligors in respect of Permitted Term B LoansDebt; and (ig) in addition to the Accommodation Obligations permitted by clauses (a) through (hf) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 at any time outstanding.

Accommodation Obligations. No Borrower shall or Credit Party shall, nor shall permit any of its Subsidiaries to Credit Party Entity to, directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except: (a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business; (b) (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Indebtedness under any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrowers such Credit Party or such Subsidiary than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof; (c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Indebtedness permitted under Sections 9.01(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Indebtedness or (iii) otherwise in respect of the Indebtedness permitted under Section 9.01(a), (h), (i) ), or (q); (d) [Intentionally Omitted]; (e) Accommodation Obligations of the Credit Parties with respect to Lift Truck Financing Guarantees; (f) Accommodation Obligations (i) of Credit Parties with respect to Indebtedness of Credit Parties; (ii) of Borrower Subsidiaries Credit Party Entities not constituting Credit Parties with respect to Indebtedness of Credit Parties or Pledged Entities; (iii) of Pledged Entities with respect to Indebtedness of Pledged Entities; (iv) of Borrower Subsidiaries Credit Party Entities not constituting Credit Parties with respect to Indebtedness of Borrower Subsidiaries Credit Party Entities not constituting Credit Parties; and (v) of Credit Parties with respect to Indebtedness of Borrower Subsidiaries Credit Party Entities not constituting Credit Parties in an aggregate amount, together with Indebtedness permitted pursuant to Section 9.01(g)(v) and Investments permitted pursuant to Sections 9.04(e)(v) but without duplication, not to exceed $60,500,000; (g) Parent Subordinated Indebtedness; (h) Accommodation Obligations of the Borrower or any Subsidiary thereof in Credit Party Entity with respect of Permitted Term B Loansto Indebtedness under Existing ABL Credit Agreement; and (i) in addition to the Accommodation Obligations permitted by clauses (a) through (h) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 at any time outstanding.