Common use of Contingent Obligations Clause in Contracts

Contingent Obligations. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallBorrower will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries other Credit Party to, directly or indirectly, create, incurassume, assume incur or suffer to exist any Contingent Obligations Obligations, except in respect of the Finance Obligations and exceptfor: (a) Contingent Obligations arising in respect of the Debt under the Financing Documents and Letter of Credit Liabilities; (b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (bc) Rate Contracts Contingent Obligations existing or arising under any Swap Contract, provided that (i) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction and (ii) such obligations are (or were) entered into by Borrower or another Credit Party in the Ordinary Course of Business for bona fide hedging purposes the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations purposes of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalspeculation; (d) Contingent Obligations outstanding on the date of this Agreement and set forth on Schedule 5.3 and Contingent Obligations with respect to Debt permitted under Section 5.1; (e) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsBonds; (ef) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent in connection with mortgagee title insurance policies; (fg) 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 7.02(b); (g) Reserved5.7; (h) Contingent Obligations arising under guarantees made in the Ordinary Course favor of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunderCredit Parties; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)constituting a Permitted Lien.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, including extension extension, renewals and renewals replacements 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, taken as a whole, as compared to the terms of the date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted not prohibited hereunder and (ii) purchasers (other than a Credit Party or any Subsidiary thereof) in connection with dispositions permitted under Section 7.02(b)5.2; (f) Contingent Obligations arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Party Credit Party, which obligations, if Indebtedness, are otherwise permitted by Section 5.5 (other than Holdingssubsection 5.5(b), which obligations are otherwise permitted hereunder); provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (kh) Contingent Obligations relating to surety and appeal bonds, performance bonds and other obligations of Parent Borrower a like nature incurred in the Ordinary Course of Business (including in connection with the construction or any improvement of its Subsidiary arising under retail stores), including guarantees or obligations with respect to letters of the Indebtedness of the Parent Borrower credit supporting such surety, appeal or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)performance bond.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts and Commodity Hedge Contracts, in each case, entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation speculation, with the Administrative Agent’s prior written consentnotice to US Agent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with the Related Transactions and Permitted Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)subsection 5.2; (f) Contingent Obligations arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (ih) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to surety and appeals bonds, performance bonds, performance guarantees and other similar obligations; (i) product warranties provided by a Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business; (j) guarantees by US Credit Parties of Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunderother than Canadian Foreign Subsidiaries) permitted pursuant to Section 7.05(j) or 7.05(c) of the US Borrower in an aggregate amount not to exceed exceed, when combined with the US Dollar Equivalent of the intercompany extensions of credit permitted pursuant to subsections 5.4(b)(ii) and 5.4(b)(v) outstanding at such time, the US Dollar Equivalent of $5,000,000 at any time outstanding7,500,000; (jk) upon and after the consummation of the Global Reorganization, Contingent Obligations incurred pursuant to the Capital Contribution Agreement and the Forward Subscription Agreement; and (l) other Contingent Obligations not exceeding the US Dollar Equivalent of $4,000,000 1,500,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (a) endorsements for collection or deposit in the Ordinary Course of BusinessGuarantees; (b) Rate Contracts entered into other guarantees by Borrower or any Qualified Subsidiary incurred in the Ordinary Course ordinary course of Business business for bona fide hedging purposes and an aggregate amount at any time outstanding not for speculation with the Administrative Agent’s prior written consentto exceed $5,000,000; (c) Contingent Obligations guarantees by Borrower or any Subsidiary Guarantor of obligations of (x) Borrower or any Subsidiary Guarantor and (y) of obligations of any Foreign Subsidiary that is a Qualified Subsidiary in an aggregate principal amount not to exceed $5,000,000 (plus the Loan Parties sum of any Dividend Payments or amounts distributed by such Foreign Subsidiary to Borrower or any Subsidiary Guarantor), minus the sum of (A) the amount owed by such Foreign Subsidiary in the aggregate to Borrower and/or the Subsidiary Guarantors then outstanding pursuant to subsection 8.1(k) and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase (B) the amount of investments made in Foreign Subsidiaries pursuant to subsection 8.6(b); provided that, in each case, if the primary obligation being guaranteed is subordinated to the Loans or the Guarantees, such Contingent Obligations guarantees are subordinated to the Loans or the Guarantees on substantially the same basis as of the date of such extension or renewalprimary obligation is subordinated; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect relating to surety and appeal bonds, performance bonds and other similar obligationsany Indebtedness permitted under subsection 8.1(a); (e) Contingent Obligations arising under indemnity agreements guarantees of obligations to title insurers third parties in connection with relocation of employees of Borrower or any of its Qualified Subsidiaries, in an amount which, together with all loans and advances made pursuant to cause such title insurers to issue to the Administrative Agent title insurance policiessubsection 8.6(l), shall not exceed $2,000,000 at any time outstanding; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder workers’ compensation obligations, and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)performance, surety and appeal bonds, and similar obligations incurred in the ordinary course of business, of Borrower and its Qualified Subsidiaries; (g) ReservedHedge Agreements permitted by subsection 8.8 or otherwise entered into in the ordinary course of business to hedge obligations and not for speculative purposes; (h) Contingent Obligations arising under guarantees made endorsements of negotiable instruments for collection in the Ordinary Course ordinary course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunderbusiness; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in guarantees by the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees Guarantors of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)New Notes.

Contingent Obligations. No Loan Party shallNeither the General Partner nor the Borrower shall become or remain liable, and no Loan Party shall suffer or permit any of its Subsidiaries toother Subsidiary to become or remain liable, create, incur, assume on or suffer to exist under any Contingent Obligations except in respect of Obligation other than the Finance Obligations and exceptfollowing: (a) endorsements for collection or deposit in Contingent Obligations arising under any of the Ordinary Course of BusinessCredit Documents; (b) Rate Contracts entered into Contingent Obligations in existence as of the Ordinary Course Closing Date (the material ones having been disclosed to the Agent in writing on Schedule 8.12(b) attached hereto) and any Contingent Obligation incurred in replacement, in whole or in part, of Business for bona fide hedging purposes any such existing Contingent Obligations so long as (i) the amount of such replacement Contingent Obligation shall not be increased, (ii) such replacement Contingent Obligation shall not mature or otherwise be required to be performed prior to the corresponding maturity or performance date of the Contingent Obligation being so replaced, and not for speculation with (iii) if the Administrative Agent’s prior written consentContingent Obligation being so replaced is subordinated to any of the Credit Party Obligations, such replacement Contingent Obligation shall be subordinated to such obligations to at least the same extent; (c) Contingent Obligations resulting from endorsement of negotiable instruments for collection or deposit in the Loan Parties and their Subsidiaries existing as ordinary course of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalbusiness; (d) Contingent Obligations incurred in the Ordinary Course ordinary course of Business business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies;extent constituting Indebtedness permitted under Section 8.1; and (f) Contingent Obligations arising with respect to customary indemnification obligations in favor Guaranties by a Consolidated Party of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extentanother Consolidated Party; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Restatement Effective Date and listed in Schedule 7.095.17, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 Dispositions permitted under Section 7.02(b)hereunder; (g) Reserved; (hf) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than Holdings)) , which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (ig) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness of Foreign Subsidiaries (including Steinway surety and Sonsappeals bonds, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;performance bonds and other similar obligations; and (jh) other Contingent Obligations not exceeding $4,000,000 100,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.8, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(bsubsection 5.2(b); (g) Reserved; (hi) Contingent Obligations of a Credit Party arising under guarantees made by each Credit Party in the Ordinary Course of Business of obligations of any Loan Credit Party (other than Holdings, except in the case of the Existing Indebtedness), which obligations are otherwise permitted hereunderhereunder (including guaranties in respect of the Existing Indebtedness), (ii) Contingent Obligations of a Credit Party arising under guarantees made by each Credit Party in the Ordinary Course of Business of obligations of any Foreign Subsidiary of the Borrower, which obligations are otherwise permitted hereunder and the Investment represented by such guarantees is otherwise permitted by Section 5.4, and (iii) Contingent Obligations of a Foreign Subsidiary of the Borrower arising under guarantees made by each Foreign Subsidiary of the Borrower in the Ordinary Course of Business of obligations of any other Foreign Subsidiary of the Borrower permitted hereunder and the Investment represented by such guarantees is otherwise permitted by Section 5.4; provided that that, in the case of preceding clauses (i) and (ii), if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (ig) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness surety and appeals bonds, performance bonds and other similar obligations; (h) Contingent Obligations arising under Letters of Foreign Subsidiaries Credit; (including Steinway and Sons, but only for so long as it is not i) product warranties provided by a Loan Credit Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) Subsidiary of a Credit Party in an aggregate amount not to exceed $5,000,000 at any time outstandingthe Ordinary Course of Business; (j) Contingent Obligations arising under other customary indemnities incurred in the Ordinary Course of Business and otherwise permitted hereunder (including indemnities permitted by Section 5.6); and (k) other Contingent Obligations not exceeding $4,000,000 1,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and hereunder, (ii) purchasers in connection with dispositions permitted under Section 7.02(bsubsection 5.2(b), and (iii) contracts and license agreements entered into in the Ordinary Course of Business; (g) ReservedContingent Obligations arising under Letters of Credit; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted earn-out payments pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingPermitted Acquisitions; (j) Contingent Obligations for royalty obligations in connection with license, sublicense or royalty agreements entered into by a Credit Party pursuant to Section 5.2(d); and (k) other Contingent Obligations not exceeding $4,000,000 250,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent or Collateral Trustee title insurance policies; (fe) 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 7.02(bsubsection 5.2(b); (gf) ReservedContingent Obligations arising under Letters of Credit; (hg) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations that are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (ih) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness of Foreign Subsidiaries (including Steinway surety and Sonsappeals bonds, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;performance bonds and other similar obligations; and (ji) other Contingent Obligations not exceeding $4,000,000 2,500,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts and Commodities Hedging Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business arising with respect to surety and appeal bonds, performance bonds and other similar obligationstransactions permitted under Section 5.18; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(b)5.2; (f) Contingent Obligations arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees (i) made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are otherwise permitted hereunder; provided provided, that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; or (ii) made in respect of Permitted Unsecured Debt; (ih) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;constituting Parent Investments; and (ji) other Contingent Obligations not exceeding $4,000,000 50,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Material Subsidiary to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentPermitted Swap Obligations; (c) Contingent L/C Obligations in favor of BofA or any Affiliate of BofA in connection with the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalPermitted Receivables Purchase Facility; (d) Contingent Obligations incurred in favor of BofA or any Affiliate of BofA including, without limitation, in the Ordinary Course form of Business recourse to the Borrower or guaranties by the Borrower in connection with respect to surety and appeal bonds, performance bonds and other similar obligationsthe Permitted Receivables Purchase Facility or the Multicurrency Note Purchase Facility; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause of the Borrower and its Subsidiaries existing as of the Closing Date and listed in Schedule 8.7(e) and any renewals, extensions or modifications thereof so long as the aggregate amount of such title insurers to issue to Contingent Obligations does not increase from the Administrative Agent title insurance policiesamount existing on the Closing Date; (f) Contingent Obligations arising with incurred in the ordinary course of business and not exceeding at any time $30,000,000 in the aggregate in respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder the Borrower and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)its Subsidiaries together; (g) ReservedContingent Obligations arising under the Loan Documents; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations connection with Indebtedness of any Loan Party (other than Holdings)Subsidiary of the Borrower, which obligations are provided, that such Indebtedness is otherwise permitted hereunderby this Credit Agreement; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;and (i) unsecured Contingent Obligations of Holdings with respect the Borrower pursuant to Indebtedness guaranties in favor of Foreign Subsidiaries Leasetec Corporation and other leasing partners (including Steinway and Sons, but only for or any of their successors or assigns) so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an the aggregate amount thereof does not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)50,000,000.

Contingent Obligations. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or nor will it permit any of its Subsidiaries to, create, incur, assume make or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (a) endorsements by endorsement of instruments for deposit or collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Contracts entered into in Contingent Obligations of the Ordinary Course Borrower and any of Business for bona fide hedging purposes and not for speculation with its Subsidiaries existing as of the Administrative Agent’s prior written consentclose of business on the date hereof which are described on Schedule 6.14; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as Borrower in respect of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount obligations of such Contingent Obligations as of the date of such extension or renewalany domestic Subsidiary; (d) Contingent Obligations incurred Reimbursement obligations in connection with letters of credit issued under the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds 5-Year Revolving Credit Agreement and other similar obligationsletters of credit (provided the issuance thereof is not violative of any other provision of this Article VI); (e) Contingent Obligations arising consisting of the Borrower's guaranty of reimbursement obligations of any Subsidiary in connection with letters of credit permitted under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policiesclause (d) above; (f) Contingent Obligations arising with respect of any Subsidiary to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions the extent such Contingent Obligations constitute Indebtedness permitted under Section 7.02(b)this Article VI; (g) Reserved;Contingent Obligations of the Borrower to the extent such Contingent Obligations (or the Indebtedness underlying such Contingent Obligations) are included in the calculation of Funded Debt; and (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an additional aggregate amount not to exceed $5,000,000 100,000,000 at any one time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallUSI and the Borrower will not, and no Loan Party shall suffer or nor will they permit any of its Subsidiaries Subsidiary to, create, incur, assume make or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: Obligation (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) including, without limitation, any Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business Obligation with respect to surety and appeal bondsthe obligations of a Subsidiary), performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations, representations and warranties and guaranties in favor of purchasers and lenders in connection with asset dispositions permitted hereunder (including under any Receivables Purchase Facility), (iii) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (iv) sellers guarantees of (a) real property leases, (b) personal property Operating Leases, in connection with Acquisitions permitted hereunder each case entered into in the ordinary course of business by USI or any of the Subsidiaries and (iic) purchasers vendor financing arrangements and other obligations of USI and its Subsidiaries not otherwise prohibited by this Agreement and incurred in connection with dispositions the ordinary course of business or otherwise approved by the Agent, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)6.14, which obligations are otherwise permitted hereunder; provided that if to the extent such obligation Indebtedness is subordinated to the Finance Obligations, Secured Obligations each such guarantee Contingent Obligation shall be subordinated to the same extent; Secured Obligations on terms reasonably acceptable to the Agent, (ivii) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant subject to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at 6.24, trade payables of any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 Subsidiary of the Borrower incurred in the aggregate at ordinary course of business, (viii) non-financial indemnities and guarantees of performance made in the ordinary course of business by USI or any time outstanding; and Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect, (kix) Contingent Obligations Permitted Customer Financing Guarantees and (x) repurchase obligations (other than for reason of Parent credit default of the end customer) under vendor financing arrangements to which the Borrower or any Subsidiary is a party in which a lending institution finances such end customer purchase of its Subsidiary arising under guarantees of software and/or related services from the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Subsidiary.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) Contingent Obligations arising with respect to customary indemnification indemnification, working capital adjustments and adjustments of purchase price obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder (including, without limitation, in connection with the Closing Date Acquisition as set forth in the Purchase Agreement as in effect on the date hereof) and (ii) purchasers in connection with dispositions permitted under Section 7.02(b5.2(b); (f) Contingent Obligations arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee 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) unsecured Contingent Obligations arising under any Subordinated Indebtedness permitted hereunder to the extent that the obligor in respect of such Contingent Obligation is a Credit Party and the Contingent Obligations of Holdings with such Credit Party in respect of such Subordinated Indebtedness are subordinated to the same extent and in the same manner as the Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it the principal obligor under such Subordinated Indebtedness is not a Loan Party hereunder) permitted pursuant subordinated to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingthe Obligations; (j) Contingent Obligations arising under Second Lien Debt permitted hereunder to the extent that the obligor in respect of such Contingent Obligation is a Credit Party and the liens in respect of such Contingent Obligations of such Credit Party in respect of such Second Lien Debt are subordinated to the same extent and in the same manner as the liens in respect of the Indebtedness of the principal obligor under such Second Lien Debt is subordinated to the Obligations; and (k) other Contingent Obligations not exceeding $4,000,000 3,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to (and shall not suffer or permit any Joint Venture which is less than fifty percent (50%) owned by the Borrower or any of its Subsidiaries, if the Borrower or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Borrower or such Subsidiary, to), create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except, in each instance solely to the extent permitted under the Subordinated Loan Agreement: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s upon prior written consentnotice to the Agent or pursuant to Section 4.13; (c) Contingent Obligations of the Loan Parties Borrower and their its Subsidiaries existing as of the Restatement Effective Date and listed in Schedule 7.095.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Permitted Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(bsubsection 5.2(d); (g) Reserved;Contingent Obligations arising under Lender Letters of Credit and other letters of credit which are the subject of a Letter of Credit Participation Agreement; and (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of Borrower with respect to any obligations of any Loan Party of its Wholly-Owned Subsidiaries that are Domestic Subsidiaries (other than Holdings)with respect to which there has been compliance with Section 4.12) permitted by this Agreement; provided, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee Contingent Obligation shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Second Restatement Closing Date and listed in Schedule 7.095.9, including extension modifications, extensions and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such modification, extension or renewalrenewal except by an amount equal to any premium or other similar amount paid, and fees and expenses incurred in connection with such modification, extension or renewal or as otherwise permitted pursuant to Section 5.9; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds bonds, workers’ compensation claims, self insurance obligations, bankers acceptances and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations, purchase price adjustments, earnouts and similar obligations (i) in favor of (i) sellers in connection with Acquisitions permitted hereunder and hereunder, (ii) in favor of purchasers in connection with dispositions permitted under Section 7.02(b)subsection 5.2 and (iii) in connection with Investments permitted hereunder; (g) ReservedContingent Obligations arising under Letters of Credit; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations in respect of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) otherwise permitted pursuant to under Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding5.5; (j) Contingent Obligations incurred by any Credit Party with respect to operating leases and other obligations of any Credit Party that do not constitute Indebtedness entered into in the Ordinary Course of Business; and (k) other Contingent Obligations not exceeding $4,000,000 100,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shall, The Credit Parties shall not and no Loan Party shall suffer not cause or permit any of its their Subsidiaries to, create, incur, assume to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (a) endorsements for collection or deposit in Contingent Obligations with respect to the Ordinary Course of BusinessFirst Lien Loan Obligations; (b) those arising under Interest Rate Contracts Agreements or other hedging agreements entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation compliance with the Administrative Agent’s prior written consentSECTION 5.1; (c) Contingent Obligations those resulting from endorsement of negotiable instruments for collection in the Loan Parties and their Subsidiaries existing as ordinary course of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalbusiness; (d) Contingent Obligations incurred those existing on the Closing Date and described in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsSCHEDULE 5.4; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (f) Contingent Obligations those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions Asset Dispositions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)hereunder; (g) Reservedthose incurred in the ordinary course of business with respect to (i) surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $1,000,000 in aggregate liability and (ii) bonds required to be posted in connection with worker's compensation insurance not exceeding at any time outstanding $3,000,000 in aggregate liability; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise those incurred with respect to Indebtedness permitted hereunder; by SECTION 5.1 provided that if (i) any such obligation Contingent Obligation is subordinated to the Finance Obligations, such guarantee shall be Obligations to the same extent as the Indebtedness to which it relates is subordinated to the same extentObligations and (ii) no Credit Party may incur Contingent Obligations in respect of Indebtedness incurred by any Person that is not a Credit Party under this clause (h); (i) unsecured Contingent Obligations guaranties of leases for leased premises of any Credit Party issued by Holdings and Borrower in ordinary course of business consistent with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;past practices; and (j) any other Contingent Obligations Obligation not exceeding $4,000,000 expressly permitted by clauses (a) through (i) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding; and (k) , do not exceed $1,500,000 and no Credit Party may incur Contingent Obligations in respect of Parent Borrower or Indebtedness incurred by any of its Subsidiary arising Person that is not a Credit Party under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 this clause (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(bj).

Contingent Obligations. No Loan Party shall, The Credit Parties shall not and no Loan Party shall suffer not cause or permit any of its their Subsidiaries to, create, incur, assume to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (a) endorsements for collection or deposit in the Ordinary Course Letter of BusinessCredit Obligations; (b) those arising under Interest Rate Contracts Agreements or other hedging agreements entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation compliance with the Administrative Agent’s prior written consentSection 5.1; (c) Contingent Obligations those resulting from endorsement of negotiable instruments for collection in the Loan Parties and their Subsidiaries existing as ordinary course of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalbusiness; (d) Contingent Obligations incurred those existing on the Closing Date and described in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsSchedule 5.4; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (f) Contingent Obligations those arising with respect to customary indemnification obligations incurred in favor of connection with (i) sellers in connection with Acquisitions Asset Dispositions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)any prior acquisitions or Permitted Acquisitions; (g) Reservedthose 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 $1,000,000 in aggregate liability; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise those incurred with respect to Indebtedness permitted hereunder; by Section 5.1 provided that if (i) any such obligation Contingent Obligation is subordinated to the Finance Obligations, such guarantee shall be Obligations to the same extent as the Indebtedness to which it relates is subordinated to the same extent;Obligations and (ii) no Credit Party may incur Contingent Obligations in respect of Indebtedness incurred by any Person that is not a Credit Party under this clause (h); and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b), do not exceed $1,000,000.

Contingent Obligations. No Loan Party shall, and no Each Loan Party shall not, and shall not suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligations, except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into Contingent Obligations in the Ordinary Course respect of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentHedge Agreements permitted under Section 8.04(e); (c) Contingent Obligations of Parent in respect of Indebtedness of any other Loan Party, or Contingent Obligations of any Loan Party in respect of Indebtedness of another Loan Party or of Parent, in each case to the Loan Parties extent such Indebtedness is permitted hereunder; (d) Contingent Obligations of Parent and their its Subsidiaries existing as of the Effective Date and listed in set forth on Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations8.08; (e) Contingent Obligations arising under indemnity agreements with respect to title insurers to cause such title insurers to issue to Surety Instruments incurred in the Administrative Agent title insurance policiesOrdinary Course of Business; (f) Contingent Obligations arising with respect consisting of normal and customary indemnities issued in the Ordinary Course of Business (including under professional services agreements, construction and materials supply agreements, intellectual property agreements or employment and consulting agreements) or consisting of normal and customary indemnities pursuant to customary indemnification obligations in favor the issuance and sale of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)securities; (g) ReservedContingent Obligations in respect of Operating Leases, to the extent such Operating Leases are permitted to be entered into hereby; (h) Contingent Obligations arising consisting of customary indemnification and purchase price adjustment obligations incurred in connection with asset dispositions permitted under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunderSection 8.02; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;and (i) unsecured Contingent Obligations consisting of Holdings Earn-Out Obligations incurred in connection with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Permitted Acquisitions.

Contingent Obligations. No Loan Party shallThe Borrowers shall not, and no Loan Party shall suffer not cause or permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligations, except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Swap Contracts entered into in the Ordinary Course ordinary course of Business for bona fide hedging purposes business and not for speculation with the Administrative Agent’s prior written consentdesigned to protect against fluctuations in interest rates, currency exchange rates, commodity prices or similar risks (including any Swap Contract entered into pursuant to Section 7.16 or Section 7.17); (c) Contingent Obligations of US Borrower and the Loan Parties and their Subsidiaries existing as of the Effective Original Closing Date and listed in Schedule 7.09, including extension 8.8 and renewals thereof which do not increase the amount of such Contingent Obligations of Safeline Limited and its Subsidiaries existing as of the date of such extension or renewalSafeline Closing Date and listed in Schedule 8.8A; (d) Contingent Obligations incurred arising under (i) Surety Instruments arising in the Ordinary Course ordinary course of Business business of US Borrower or any Subsidiary or (ii) any guaranty of the performance of contractual obligations (other than obligations to pay money) of other Persons that are not Subsidiaries so long as such guaranty arises in connection with respect a project in which a Borrower or the applicable Subsidiary is otherwise involved in the ordinary course of business, not to surety and appeal bonds, performance bonds and other similar obligationsexceed in the aggregate for all Contingent Obligations pursuant to this subclause (d) the Dollar Equivalent amount of U.S. $25.0 million; (e) Contingent Guaranty Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policiespermitted by subsections 8.4(c), (i), (j), (k), (p), (r), (u) and (w); (f) Contingent Guaranty Obligations arising with in respect to customary indemnification obligations of the Indebtedness or other liabilities of Joint Ventures or Persons in favor which a Borrower or any Subsidiary has a minority interest or in non-Wholly-Owned Subsidiaries of US Borrower; 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 (if) sellers in connection with Acquisitions permitted hereunder which are paid after the Original Closing Date and (iiwithout duplication) purchasers the aggregate amount of all Investments (excluding Investments which constitute part of the M-T Acquisition or the Safeline Acquisition) made after the Original Closing Date which are permitted solely by subsection 8.4(e), shall not exceed in connection with dispositions permitted under Section 7.02(b)the aggregate a Dollar Equivalent amount of U.S. $25.0 million; (g) Reservedother Contingent Obligations not at any time exceeding in the aggregate outstanding a Dollar Equivalent amount of U.S. $5.0 million; (h) Contingent Obligations the Guarantees and reimbursement obligations arising under guarantees made the Loan Documents in the Ordinary Course respect of Business drawings under Letters of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extentCredit; (i) unsecured Contingent Guaranty Obligations by Domestic Subsidiaries of Holdings with US Borrower in respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted US Borrower's obligations under the Senior Subordinated Notes pursuant to Section 7.05(j) or 7.05(c) the Senior Subordinated Note Documents as in an aggregate amount not to exceed $5,000,000 at any time outstandingeffect on the Original Closing Date; (j) the Ciba Reimbursement Agreement; (k) Guaranty Obligations of Foreign Subsidiaries under letters of credit; (l) Guaranty Obligations by US Borrower or any Subsidiary of Indebtedness of Foreign Subsidiaries permitted by subsection 8.5(g) or (n); (m) Guaranty Obligations in connection with sales and other Contingent Obligations dispositions of assets permitted under Section 8.2, arising in connection with indemnification and other agreements in respect of any contract relating to such sale, not exceeding $4,000,000 to exceed the consideration received by US Borrower or any Subsidiary in connection with such sale and excluding in all cases any Guaranty Obligation with respect to any obligation of any third person incurred in connection with the aggregate at any time outstandingacquisition of such assets; and (kn) the Safeline Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Payment.

Contingent Obligations. No Loan Party shall, Borrower will not and no Loan Party shall suffer or will not permit any of its Restricted Subsidiaries to, create, incur, assume directly or suffer indirectly to exist create or become or be liable with respect to any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (aA) endorsements for collection or deposit in the Ordinary Course of Business[intentionally omitted]; (bB) Rate Contracts entered into in guaranties of the Ordinary Course Obligations and of Business for bona fide hedging purposes the Senior Notes and not for speculation with the Administrative Agent’s prior written consentSenior DIP Debt and the Senior Secured Debt, if any; (cC) Contingent Obligations of Borrower and the Restricted Subsidiaries under the Loan Parties and their Subsidiaries Documents; (D) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (E) those existing as of on the Effective Date and listed described in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal3.4 annexed hereto; (dF) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fG) Contingent Obligations those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)Asset Dispositions; (gH) Reservedthose 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 $500,000 (or the equivalent thereof in another currency) in aggregate liability; (hI) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)those incurred after January 16, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations2004, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for permitted by subsection 3.1 so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other such Contingent Obligations not exceeding $4,000,000 incurred after January 16, 2004, in the aggregate at any time outstanding, do not exceed $2,500,000 (or the equivalent thereof in another currency); (J) Contingent Obligations under Interest Rate Agreements secured under the Senior DIP Debt Loan Documents and the Senior Secured Debt, if any; (K) Contingent Obligations consisting of customary indemnification obligations in favor of officers and directors of Borrower and its Restricted Subsidiaries in connection with the performance of their duties for Borrower and its Restricted Subsidiaries to the extent permitted under applicable corporate law; (L) Contingent Obligations consisting of Investments permitted pursuant to subsection 3.3; and (kM) any other Contingent Obligation not expressly permitted by clauses (A) through (L) above and incurred after January 16, 2004, so long as any such other Contingent Obligations, in the aggregate at any time outstanding, do not exceed $10,000,000 (or the equivalent thereof in another currency). Each of the classifications of Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees permitted to be incurred pursuant to subparts (A) through (M) hereof shall be deemed to be separate and independent of the Indebtedness other classifications and, in the event of any such Contingent Obligation meets the criteria of more than one of the Parent classifications of Contingent Obligations described in subparts (A) through (M) permitted to be incurred hereunder, Borrower or any of its Subsidiaries permitted pursuant will only be required to Sections 7.05 (only to include the extent that Parent Borrower or any of its Subsidiary that are guarantors amount and type of such Indebtedness would be permitted to incur Contingent Obligations in one of such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)classifications.

Contingent Obligations. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Swap Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentpermitted by Section 7.2(d); (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.097.21 of the Disclosure Schedules, including extension extensions and renewals thereof which do not increase the principal amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Loan Parties or their Subsidiaries as compared to the terms of the date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(b7.5(i); (f) Contingent Obligations arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees Guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Parent or Holdings), ) which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee Guarantee shall be subordinated to the same extent; (ih) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness of Foreign Subsidiaries (including Steinway A) surety and Sonsappeals bonds, but only for so long as it is not a Loan Party hereunderperformance bonds and other similar obligations, and (B) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; operating leases; 90731114_8 (ji) other Contingent Obligations not exceeding $4,000,000 500,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Restricted Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 Restricted Subsidiaries as compared to the terms of the date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder this Agreement and (ii) purchasers in connection with dispositions permitted under Section 7.02(bsubsection 5.2(b); (gf) ReservedContingent Obligations arising under letters of credit; (hg) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), Restricted Subsidiary which obligations are otherwise permitted hereunderunder this Agreement; provided provided, that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (h) Contingent Obligations consisting of Indebtedness permitted under Section 5.2; (i) unsecured Contingent Obligations assumed in connection with any Permitted Acquisition; provided, that such Contingent Obligations shall not have been incurred by any party in contemplation of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway such Permitted Acquisition and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingPermitted Refinancings thereof; (j) Contingent Obligations arising in connection with or incurred pursuant to any Ethylene Cracker Investment; provided, that at the time such Contingent Obligations are entered into and immediately after giving effect thereto (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Consolidated Coverage Ratio (as defined in the RMT Indenture on the Closing Date) is equal to or exceeds 2.00 to 1.00 (calculated for the fiscal month most recently ended prior to such incurrence for which financial statements have been delivered pursuant to Section 4.1 on a pro forma basis after giving effect to such Contingent Obligation); and (k) other Contingent Obligations not exceeding $4,000,000 20,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shall, and no Loan Party shall suffer Directly or permit any of its Subsidiaries to, create, incur, assume indirectly create or suffer become or be liable with respect to exist any Contingent Obligations except Obligation (other than in respect of the Finance Obligations and Obligations) except: (aA) endorsements for collection or deposit in the Ordinary Course Letter of BusinessCredit Obligations; (bB) those resulting from Currency Rate Contracts Agreements and Interest Rate Agreements entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation by Borrower with the Administrative Agent’s 's prior written consentapproval, including the Interest Rate Agreement in effect on the Closing Date between Borrower and LaSalle Bank National Association; (cC) Contingent Obligations those resulting from endorsement of negotiable instruments for collection in the Loan Parties and their Subsidiaries existing as ordinary course of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalbusiness; (dD) Contingent Obligations incurred those existing on the Closing Date and described in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsSCHEDULE 7.2 annexed hereto; (eE) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fF) Contingent Obligations those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)Asset Dispositions or Permitted Acquisitions; (gG) Reservedthose 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 $100,000 in aggregate liability; (hH) Contingent Obligations arising those incurred with respect to Indebtedness permitted by CLAUSES (A), (C), (J), (K), (L) and (M) of SUBSECTION 7.1, and those with respect to the "put" obligations of Holdings under guarantees made the Stock Purchase Warrants issued pursuant to the Senior Subordinated Loan Agreement and the "Prior Purchase Agreement" (as defined in the Ordinary Course of Business of obligations of any Senior Subordinated Loan Party (other than HoldingsAgreement), which obligations are otherwise permitted hereunder; provided PROVIDED that if such obligation any guaranty of Indebtedness that is subordinated to the Finance Obligations, such guarantee Obligations shall be subordinated to the same extent;extent that such Indebtedness is subordinated to the Obligations, and any guaranty of the above-referenced "put" obligations of Holdings shall be subordinated to the Obligations in accordance with the Senior Subordination Agreement; and (iI) unsecured any other Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries Obligation not expressly permitted by CLAUSES (including Steinway and SonsA) through (H) above, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) such other Contingent Obligations not exceeding $4,000,000 Obligations, in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b), do not exceed $250,000.

Contingent Obligations. No Loan Party shallEach of the Borrowers shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, createat any time, incurdirectly or indirectly, assume become or suffer be liable in respect of any Contingent Obligations, except for: (i) Contingent Obligations of any Borrower or Unrestricted Subsidiary in respect of obligations of the Borrowers or Unrestricted Subsidiaries; (ii) Permitted Lease Contingent Obligations, provided that the portion of all such Permitted Lease Contingent Obligations which constitute current liabilities determined and consolidated in accordance with GAAP, shall not exceed Fifteen Million Dollars ($15,000,000) at any one time; (iii) Contingent Obligations arising by operation of any applicable law which individually or in the aggregate could not reasonably be expected to exist have Material Adverse Effect; (iv) any Contingent Obligations except in respect of arising under the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of BusinessNote Put Agreements; (bv) Rate Contracts entered into in any Contingent Obligations arising under any computer leases with respect to which Kmart is the Ordinary Course lessee and any of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentBorrowers is the user of such computer equipment; (cvi) any Contingent Obligations arising under any of the Kmart Agreements; (vii) Contingent Obligations arising under the Lease Financing Guarantee, provided, however, that the aggregate amount of Indebtedness permitted by Section 8.02(a)(xiv) the aggregate amount of Contingent Obligations permitted hereunder shall not exceed $200,000,000; (viii) Contingent Obligations of the Company and its Subsidiaries pursuant to a facility established for the purpose of purchasing Indebtedness outstanding under the Project Loan Parties Agreements (as defined in the Participation Agreement) or constructing new retail stores for the Borrowers (the "Supplemental Facility"), provided that (A) the aggregate amount of Indebtedness permitted by Section 8.02(a)(xv) plus the aggregate amount of Contingent Obligations permitted hereunder, together with the aggregate amount of Indebtedness permitted by Section 8.02(a)(xiv) plus the aggregate amount of Contingent Obligations permitted by Section 8.02(c)(vii), does not exceed $250,000,000, (B) the terms and their Subsidiaries existing as conditions of the Effective Supplemental Facility are satisfactory to any two of PNC Bank, First Chicago and Bankers Trust Company, (C) no Event of Default or Potential Default would occur as a result of the closing of the Supplemental Facility, (D) the maturity date of the Indebtedness outstanding under the Supplemental Facility is not prior to the Expiration Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase (E) the amount structure of such Contingent Obligations as financing is substantially similar to the structure of the date of such extension or renewalfinancing under the Participation Agreement, Lease Credit Agreement and the Lease Financing Guarantee; (dix) Contingent Obligations incurred in the Ordinary Course constituting a Permitted Joint Venture Activity, provided no Event of Business with respect to surety Default or Potential Default has occurred and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) continuing or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstandingwould result therefrom; and (kx) Contingent Obligations constituting a Permitted Restricted Subsidiary Activity, provided no Event of Parent Borrower Default or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower Potential Default has occurred and is continuing or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)result therefrom.

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, create, incur, assume create or suffer become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (a) endorsements for collection pursuant to the Guaranty or deposit in the Ordinary Course of Businessany other Transaction Document; (b) Rate Contracts entered into obligations (other than any such obligations permitted pursuant to Sections 7.6(d) and 7.6(e))incurred by dealers of pleasure boats selling products of the Borrower or one or more of its Subsidiaries in the Ordinary Course ordinary course of Business for bona fide hedging purposes and business in an aggregate amount at any one time outstanding not for speculation with the Administrative Agent’s prior written consentto exceed $5,000,000; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of which were in existence on the Effective Date which are set forth on Schedule 7.6(c) hereof, and listed in Schedule 7.09, including extension and renewals thereof which do not increase continuations or replacements of any such Contingent Obligation so long as the amount in respect of any such Contingent Obligations Obligation so continued or replaced has not been and will not be increased, or which are either (i) disclosed in the audited financial statements of the Borrower and its consolidated Subsidiaries dated as of June 30, 1998, (ii) disclosed in the date internally prepared financial statements of the Borrower and its Subsidiaries for the eleven month period ending May 31, 1999 or (iii) are immaterial to the Borrower and its Subsidiaries taken as a whole or to such extension or renewalSubsidiary; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations[Intentionally Omitted - 1999]; (e) Contingent notwithstanding subsections (a) through (c) of this Section 7.6, solely to permit the Recourse Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to of the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor Borrower and any of (i) sellers its Subsidiaries in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Floor Plan Financing, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated pursuant to the Finance Obligationsterms of the Repurchase Agreement, such guarantee PROVIDED that the Recourse Obligations shall be subordinated to the same extent; (i) unsecured Contingent Obligations not exceed an aggregate amount of Holdings with respect to Indebtedness $20,000,000 for any annual period of Foreign Subsidiaries (including Steinway and SonsJuly 1 through June 30, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in of which an aggregate amount not to exceed $5,000,000 at 20,000,000 during each such annual period may constitute obligations on the part of the Borrower and any time outstanding; (j) other Contingent Obligations of its Subsidiaries to repurchase goods which were financed by the financial institutions pursuant to the Floor Plan Financing and an aggregate amount not exceeding to exceed $4,000,000 in 3,000,000 during each such annual period may constitute indemnity payments by the aggregate at Borrower and any time outstandingof its Subsidiaries relating to losses incurred by the financial institutions resulting from the financial institutions' financing or refinancing of goods to Dealers; and (kf) Contingent Obligations not to exceed $5,000,000 in the aggregate in respect of Parent indebtedness incurred by Hatteras Disposition Corp., provided that, (i) the indebtedness in respect of which such Contingent Obligations have been incurred does not have a term of more than five years, (ii) concurrent with the incurrence of such Contingent Obligations, the Hatteras Disposition to the Existing Shareholders shall have been consummated, (iii) a public Equity Issuance shall have been consummated or will be consummated within one (1) Business Day thereafter, and (iv) the Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of and its Subsidiaries permitted pursuant to Sections 7.05 (only shall have been irrevocably released from any and all liabilities and obligations with respect to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Hatteras Division.

Contingent Obligations. No Loan Party shallHolding and Company will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries Subsidiary to, createdirectly or indirectly, incur, assume create or suffer become or be liable with respect to exist any Contingent Obligation except: (i) Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of BusinessObligations; (bii) Rate Contracts entered into guaranties resulting from endorsement of negotiable instruments for collection in the Ordinary Course ordinary course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentbusiness; (ciii) guaranties by Holding, Company or any Domestic Subsidiary in the ordinary course of business of Operating Leases and Capital Leases of Holding, Company or such Domestic Subsidiary permitted by subsection 6.6A; (iv) guaranties by Holding or its Subsidiaries in the ordinary course of business of Operating Leases and Capital Leases of any Foreign Subsidiary permitted by subsection 6.6A; (v) Contingent Obligations in respect of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalPermitted Acquisitions; (dvi) guaranties by Holding and its Subsidiaries of loans or advances to employees for moving, travel and entertainment expenses, drawing accounts and similar expenditures made in the ordinary course of business; (vii) Contingent Obligations incurred in the Ordinary Course respect of Business with respect interest rate or foreign currency protection agreements or hedging arrangements permitted pursuant to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(bsubsection 6.1(ix); (gviii) Reservedobligations to insurers in respect of workers' compensation and other insurance coverage incurred in the ordinary course of business; (hix) Contingent Obligations arising under guarantees made in respect of the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extentEurocurrency Credit Agreements; (ix) unsecured guarantees, product warranties or indemnities issued by Company or its Subsidiaries in the ordinary course of business in connection with the sale of Inventory, services or assets; (xi) Contingent Obligations in respect of Holdings with existing litigation set forth on Schedule 4.6 attached hereto; (xii) Contingent Obligations in respect to of Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(jsubsection 6.1(vii), (viii), (ix), (xii), (xiii) and (xiv); (xiii) Contingent Obligations in respect of surety, appeal, performance or 7.05(c) in an aggregate amount return-of-money bonds not to exceed $5,000,000 1,000,000 in the aggregate outstanding at any time outstanding;time; and (jxiv) other In addition to the Contingent Obligations permitted by clauses (i)-(xiii), Holding and its Subsidiaries may become and remain liable with respect to Contingent Obligations not exceeding $4,000,000 in the aggregate at any one time outstanding$2,000,000; and (k) Contingent Obligations of Parent Borrower or PROVIDED, that any of its Subsidiary arising under guarantees violation of the Indebtedness covenant contained in this subsection 6.4(xiv) by an amount not exceeding $1,000,000 shall not constitute an Event of Default unless such violation has not been remedied or waived within ten days after the Parent Borrower or any earlier of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors y) actual knowledge of such Indebtedness would be permitted to incur violation by an executive officer of Company or (z) receipt by Holding or Company of notice from Agent of any such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)violation.

Contingent Obligations. No Loan Party shall, and no Loan Party nor shall suffer or it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Contingent Obligations except Obligations, other than in respect of the Finance Obligations and exceptand: (ai) endorsements for collection or deposit in the Ordinary Course of Business; (bii) Rate Contract Obligations under Swap Contracts entered into in the Ordinary Course ordinary course of Business for business and providing protection to the Loan Parties ad their Subsidiaries against fluctuations in interest rates or foreign exchange or other currency values in connection with any Loan Party’s or any of its Subsidiaries’ operations, in either case so long as the entering into of such Swap Contracts are bona fide hedging purposes activities and are not for speculation with the Administrative Agent’s prior written consentspeculative purposes; (ciii) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Closing Date and listed in on Schedule 7.095.6, including extension extensions and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Loan Parties and their Subsidiaries as compared to the terms of the date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (eiv) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent Lender title insurance policies; (fv) 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 7.02(b5.1(b); (g) Reserved; (hvi) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Party (other than HoldingsASHS), which obligations are otherwise permitted hereunder; provided provided, that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts and Commodity Hedging Agreements entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in on Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) Contingent Obligations arising with respect to customary indemnification indemnification, adjustment or purchase or acquisition price or similar obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(bSections 5.2(b) and 5.2(g); (f) Contingent Obligations arising under Letters of Credit; (g) ReservedContingent Obligations arising under letters of credit issued in the Ordinary Course of Business for the account of any Credit Party; provided that (i) such letters of credit may be issued only if a Letter of Credit is not available to be Issued by an L/C Issuer under this Agreement, (ii) such Contingent Obligations shall be secured only by the Liens permitted pursuant to Section 5.1(cc), (iii) no Event of Default has occurred and is continuing or would result from the issuance of any such letter of credit and (iv) the aggregate amount of such Contingent Obligations in respect of all such letters of credit does not exceed $4,000,000 at any time outstanding; (h) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Credit Party or any Subsidiary (other than Holdingsa Holding Company), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (i) unsecured Contingent Obligations arising under the Indenture Documents (including, for the avoidance of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sonsdoubt, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(jthe Collateral Trust Hedging Obligations) or 7.05(c) the Factoring Facility Documents, in an aggregate amount not each case to exceed $5,000,000 at any time outstandingthe extent such Indebtedness or obligations are permitted to be incurred in accordance with Section 5.5; (j) intercompany guarantees, support agreements, keep-well agreements and other similar Contingent Obligations made, entered into or incurred in connection with a transaction subject to the Commodity Exchange Act by any Credit Party or any Subsidiary of a Credit Party that is an eligible contract participant (as defined in the Commodity Exchange Act) for the benefit of any other Credit Party or any of its Subsidiaries by virtue of such Person's failure for any reason to constitute an eligible contract participant; and (k) other Contingent Obligations not exceeding $4,000,000 1,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Swap Contracts of the Company relating to commodity prices entered into in the Ordinary Course ordinary course of Business for business as bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consenttransactions; (c) Swap Contracts of the Company relating to interest rates entered into in the ordinary course of business as bona fide hedging transactions with Bank Swap Parties; provided, that the aggregate notional amount of all such Swap Contracts at any time outstanding shall not exceed $300,000,000; and provided, further that no such Swap Contract shall have a term greater than seven (7) years; (d) Contingent Obligations of the Loan Parties Company and their its Restricted Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations8.08; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue with respect to the Administrative Agent title insurance policiesLetters of Credit; (f) Contingent Obligations arising with respect to customary indemnification obligations Outstanding Eligible XXXx in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)an aggregate Effective Amount at any time not exceeding $75,000,000; (g) ReservedContingent Obligations of the Company pursuant to the MSCG Crude Oil Supply Agreements; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise constituting Investments permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extentby Section 8.04; (i) unsecured Contingent Obligations of Holdings the Project Companies with respect to Indebtedness permitted by Section 8.05(k); (j) Contingent Obligations of Foreign Subsidiaries the Company with respect to Indebtedness permitted by Section 8.05(l); (including Steinway and Sons, but only for so long as it is not a Loan Party hereunderk) Contingent Obligations of the Project Companies with respect to Indebtedness permitted by Section 8.05(m); (l) Contingent Obligations with respect to letters of credit (other than Letters of Credit) permitted to be issued pursuant to Section 7.05(j8.05 of this Agreement; (m) or 7.05(cContingent Obligations of the Company with respect to the retained interest payments set forth in the Memphis Acquisition Agreements; and (n) Other Contingent Obligations in an aggregate amount not to exceed $5,000,000 2,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)time.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Restricted Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.8, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (e) Contingent Obligations arising with respect to (i) customary indemnification obligations and obligations in respect of purchase price adjustments and earnouts in favor of sellers in connection with Permitted Acquisitions and (ii) customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 5.2(b); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor under Letters of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (h) Contingent Obligations arising under surety and appeal bonds, performance bonds and other obligations of like nature, in each case, in the Ordinary Course of Business; (i) unsecured Contingent Obligations of Holdings with respect to any Credit Party arising under any guaranties of Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding5.5(h); (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at respect of any time outstandingAB Qualified Receivables Financing; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees guaranties of the Indebtedness of any Constellium Entity; provided that at the Parent Borrower or time any such guaranty is given, no Event of its Subsidiaries permitted pursuant to Sections 7.05 Default has occurred and is continuing; and (only to l) (k) other Contingent Obligations not exceeding $1,000,000 in the extent that Parent Borrower or aggregate at any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)time outstanding.

Contingent Obligations. No Loan Party shallSpecified Company will, and no Loan Party shall suffer or will permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incurassume, assume incur or suffer to exist any Contingent Obligations, except for: (i) Contingent Obligations except arising in respect of the Finance Debt and letter of credit liabilities under the Senior Financing Documents and (ii) Contingent Obligations and except:arising in respect of the Debt under the Subordinated Note Documents; (ab) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalarising under any Swap Contract; (d) Contingent Obligations outstanding on the date of this Agreement and set forth on Schedule 8.3; (e) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsobligations not to exceed $750,000 in the aggregate at any time outstanding; (ef) Contingent Obligations arising under indemnity agreements to with title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fg) 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 7.02(b); (g) Reserved8.7 or in favor of sellers in connection with Investments and acquisitions permitted under Section 8.8; (h) Contingent Obligations arising under guarantees made with respect to Floor Plan Obligations, provided that the maximum amount of such Contingent Obligations shall not exceed an aggregate of $7,500,000 at any one time and provided that the Specified Companies accounts for all such Floor Plan Obligations and the related revenues in a manner consistent with past practices as in existence on the Ordinary Course of Business of obligations Closing Date; and (i) Contingent Obligations in respect to the guarantee of any Loan Party obligations otherwise permitted or not prohibited hereunder (other than Holdings)provided, which that if any such obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Note Party Obligations, any such guarantee shall be no less subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Note Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(bObligations).

Contingent Obligations. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, createCreate, incur, assume or suffer permit to exist any Contingent Obligations except in respect of the Finance Obligations and US Borrower or its Restricted Subsidiaries, except: (a) Contingent Obligations of the US Borrower and its Restricted Subsidiaries other than those permitted by subsections (b) through (j) that are existing as of the date hereof and listed on Schedule 7.13; (b) Permitted Swap Obligations; (c) endorsements for collection or deposit in the Ordinary Course ordinary course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalbusiness; (d) Contingent Obligations with respect to Surety Instruments incurred in the Ordinary Course ordinary course of Business with respect to surety and appeal bondsbusiness, performance bonds and provided that the aggregate amount of such Contingent Obligations consisting of financial standby letters of credit (other similar obligationsthan 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) Contingent Guaranty Obligations arising under indemnity agreements of the US Borrower and its Restricted Subsidiaries in an aggregate amount not to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policiesexceed $50,000,000 at any time; (f) Contingent Guaranty Obligations arising with respect to customary indemnification of the US Borrower and its Restricted Subsidiaries consisting of payment obligations in favor of (i) sellers incurred in connection with Acquisitions an Acquisition permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)hereunder; (g) ReservedGuaranty Obligations of the 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 agreement not otherwise prohibited hereby; (h) Contingent Guaranty Obligations arising that are Investments permitted under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise Section 7.02 or Indebtedness permitted hereunderunder Section 7.03; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;80 (i) unsecured Contingent Guaranty Obligations of Holdings with respect to Indebtedness the US Borrower and its Restricted Subsidiaries of Foreign Subsidiaries (including Steinway suppliers, customers, franchisees and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) licensees in the ordinary course of business in an aggregate amount not to exceed $5,000,000 at any time outstandingoutstanding pursuant to this clause (i); (j) other Contingent Guaranty Obligations of the US Borrower not exceeding to exceed $4,000,000 5,000,000 pursuant to the US Borrower's guaranty in existence on the aggregate at any time outstandingdate hereof in favor of Tractebel Energia de Monterrey, S. de R. X. de C.V. and its successors and assigns; and (k) Contingent Guaranty Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted Guarantors pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Loan Documents.

Contingent Obligations. No The Loan Party shall, Parties shall not and no Loan Party shall suffer not cause or permit any of its their Subsidiaries to, create, incur, assume to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (a) endorsements those resulting from endorsement of negotiable instruments for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Contracts entered into those existing on the Closing Date and described in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentSchedule 6.4; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fd) Contingent Obligations those arising with respect to customary indemnification obligations incurred in favor connection with Asset Dispositions permitted hereunder; (e) those 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 $50,000 in aggregate liability and any surety bonds or similar instruments required from time to time by the Minnesota Racing Commission; (f) those incurred with respect to Indebtedness permitted by Section 6.1 provided that (i) sellers in connection with Acquisitions permitted hereunder 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 (ii) purchasers in connection with dispositions permitted under Section 7.02(b); (g) Reserved; (h) no Loan Party may incur Contingent Obligations arising under guarantees made in the Ordinary Course respect of Business of obligations of Indebtedness incurred by any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided Person that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;under this clause (h); and (jg) any other Contingent Obligations Obligation not exceeding $4,000,000 expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding; and (k) , do not exceed $50,000 and no Loan Party may incur Contingent Obligations in respect of Parent Borrower or Indebtedness incurred by any of its Subsidiary arising Person that is not a Loan Party under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 this clause (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(bi).

Contingent Obligations. No Loan Party shallHolding will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer become or be liable with respect to exist any Contingent Obligation except: (i) Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of BusinessObligations; (bii) Rate Contracts entered into guaranties resulting from endorsement of negotiable instruments for collection in the Ordinary Course ordinary course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentbusiness; (ciii) obligations of Holding under the Holding Guaranty; (iv) Interest Rate Agreements entered into by Borrower; provided that the aggregate notional amount with respect to such Interest Rate Agreements shall not exceed the aggregate amount of the Commitments then in effect subject to a floating rate of interest; 105 (v) guaranties by Holding or Borrower in the ordinary course of business of Capital Leases of Borrower and its Subsidiaries; (vi) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Borrower described on Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal6.4 annexed hereto; (dvii) Contingent Obligations incurred in the Ordinary Course guaranties by Holding of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions Interest Rate Agreements entered into by Borrower that are permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(bby subsection 6.4(iv); (gviii) Reserved; the guaranty by Holding of Indebtedness in respect of the Existing Subordinated Notes (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated subject to the Finance Obligations, reduction in such guarantee shall be subordinated notes pursuant to the same extent; (isatisfaction of subsection 3.1F) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) the Subordinated Notes or refinancings thereof permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstandingsubsection 6.13; and (kix) in addition to the Contingent Obligations permitted by clauses (i)-(viii), Borrower may become and remain liable with respect to other Contingent Obligations; provided, that the maximum aggregate liability of Parent Borrower or in respect of all such Contingent Obligations shall not at any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)one time exceed $2,000,000.

Contingent Obligations. No Loan Party shallThe Borrowers shall not, and no Loan Party shall suffer or not permit any of its their Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer become or remain liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (a) endorsements for collection the Borrowers may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements which are (i) required under section 6.8 of the Bank Credit Agreement or deposit under the terms of any other Financing Agreement or (ii) entered into to hedge against interest rate fluctuations in respect of the Ordinary Course Obligations hereunder or (iii) entered into to hedge against interest rate fluctuations in respect of Businessup to 100% of the outstanding principal amount of the Indebtedness permitted under clauses (d) and (f) of section 6.3 so long as such Interest Rate Agreements are on substantially the same terms as those entered into to satisfy the requirements of section 6.8 of the Bank Credit Agreement and all obligations thereunder are secured solely by Liens included in Permitted Liens under clause (xviii) of the definition of "Permitted Liens" in Annex A hereto; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes Borrowers and not for speculation their Subsidiaries may become and remain liable with respect to Contingent Obligations under the Administrative Agent’s prior written consentLoan Documents; (c) the Borrowers and their Subsidiaries may become and remain liable with respect to the Contingent Obligations for the Indebtedness permitted under subsections (c), (d), (e), (f), (h) and (j) through (p), inclusive, of section 6.3, provided that, except with respect to the Indebtedness permitted under subsections (d) and (l) and Indebtedness to the Interim Mall Lender permitted under subsection (j), any such Contingent Obligations of the Loan Parties and their Subsidiaries existing Intermediate Holding Companies are subordinate to the Obligations on terms at least as favorable to the Lenders hereunder 109 as those relating to the subordination of the Effective Date and listed Intermediate Holding Company guaranties set forth in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations Mortgage Notes Indenture as of in effect on the date of such extension or renewalhereof; (d) to the extent such incurrence does not result in the incurrence by the Borrowers or any of their Subsidiaries of any obligation for the payment of borrowed money, the Borrowers may become and remain liable with respect to Contingent Obligations incurred solely in respect of performance bonds, completion guaranties and standby letters of credit or bankers' acceptances, provided that such Contingent Obligations are incurred in the Ordinary Course ordinary course of Business with respect to surety business and appeal bonds, performance bonds and other similar obligationsdo not at any time exceed $10,000,000 in the aggregate; (e) Contingent Obligations arising the Borrowers and their Subsidiaries may become and remain liable for customary indemnities under indemnity agreements to title insurers to cause such title insurers to issue to Project Documents as in effect on the Administrative Agent title insurance policies;date hereof; and (f) Contingent Obligations arising the Borrowers may become and remain liable with respect to customary indemnification obligations other Contingent Obligations, provided that the maximum aggregate liability, contingent or otherwise, of Borrowers in favor respect of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b); (g) Reserved; (h) all such Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to at no time exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)5,000,000.

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements of the Borrower’s Subsidiaries for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) unsecured Contingent Obligations of the Loan Parties Borrower and their its Subsidiaries existing as of the Restatement Effective Date and listed in Schedule 7.095.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business of the Borrower’s Subsidiaries with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Permitted Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(bsubsection 5.2(b); (g) ReservedContingent Obligations arising under Lender Letters of Credit and other letters of credit which are the subject of a Letter of Credit Participation Agreement; (h) Contingent Obligations arising under permitted guarantees made in of the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunderSubordinated Indebtedness evidenced by the High Yield Unsecured Notes; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate 800,000 at any time outstanding; and (k) Contingent Obligations outstanding reduced by the aggregate amount of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries outstanding that is permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b5.5(g).

Contingent Obligations. No Loan Party Person composing the Borrower shall, and no Loan Party Person composing the Borrower shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Restatement Effective Date and that are listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (c) Contingent Obligations otherwise constituting Indebtedness otherwise permitted to be incurred pursuant to Section 5.5; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(b5.2(b); (g) Reserved; (hf) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Credit Party or any Subsidiary of any Credit Party, provided that (other than Holdings), which i) such obligations are unsecured and otherwise permitted hereunder; provided that hereunder and (ii) if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (ig) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness of Foreign Subsidiaries (including Steinway surety and Sonsappeals bonds, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;performance bonds and other similar obligations; and (jh) other unsecured Contingent Obligations not exceeding $4,000,000 50,000 in the aggregate at any time outstanding; and (k) . Anything contained herein to the contrary notwithstanding, the Borrower may not create, incur, assume or suffer to exist any Contingent Obligations in respect of Parent Borrower any Indebtedness or other liabilities of Holdings or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Subsidiaries.

Contingent Obligations. No Loan Party shall, and no Any Loan Party shall suffer not, directly or permit any of its Subsidiaries toindirectly, create, incur, assume create or suffer become liable with respect to exist any Contingent Obligation, except that: 6.4.1 Such Loan Party may become liable with respect to Contingent Obligations except in respect of the Finance Obligations; 6.4.2 Such Loan Party may become liable with respect to Contingent Obligations in respect of the "OBLIGATIONS" under and except: (a) endorsements for collection or deposit as defined in the Ordinary Course of BusinessTerm Loan Agreement; (b) Rate Contracts entered into 6.4.3 Such Loan Party may as required hereunder or under the Term Loan Agreement or in the Ordinary Course ordinary course of Business for bona fide such Loan Party's business enter into interest rate hedging purposes and not for speculation agreements with respect to Indebtedness otherwise permitted under this Agreement or the Administrative Agent’s prior written consentTerm Loan Agreement; 6.4.4 Such Loan Party may become liable with respect to indemnification agreements and Guaranties (cwhether now or existing or hereafter entered into) Contingent Obligations with respect to performance, surety and similar bonds or guaranties of completion provided in the ordinary course of business consistent with past practices, in an aggregate maximum amount, when combined with all such Loan Parties Parties, not to exceed $3,000,000 (for purposes of determining the amount of any such guaranty of completion with respect to this Section 6.4.4, (i) in the event such completion guaranty guarantees construction obligations that are the subject of a guaranteed maximum general contract and their Subsidiaries existing as of for which the Effective Date and listed in Schedule 7.09general contractor thereunder has posted a valid performance bond, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as guaranty of completion shall be deemed to be ten percent (10%) of the date sum of: (a) the total construction budget for the then remaining construction obligations guaranteed by the guaranty of completion, minus (b) any remaining unallocated contingency included in such extension or renewal; (d) Contingent Obligations incurred in construction budget, all as reasonably determined by such Loan Party and accepted by the Ordinary Course of Business with respect to surety and appeal bondsAgent, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 all other events, the amount of such guaranty of completion shall be deemed to be the lesser of: (a) the sum of: (i) one hundred percent (100%) of the construction budget for the then remaining construction obligations guaranteed by such guaranty of completion, minus (ii) any remaining unallocated contingency included in such construction budget, all as reasonably determined by such Loan Party and accepted by the Agent; or (b) the outstanding principal and interest balance of the Indebtedness to which such guaranty of completion relates); 6.4.5 Such Loan Party may become liable to make Investments permitted by, and in accordance with dispositions the terms of, this Article 6; and 6.4.6 Such Loan Party may become liable with respect to Contingent Obligations permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)6.1.

Contingent Obligations. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentPermitted Swap Obligations; (c) Contingent Obligations (x) of the Loan Parties Company and their its Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.098.08 (other than those made for the benefit of 68 Excluded Subsidiaries), including extension and renewals thereof which do not increase the amount of such Contingent Obligations as (y) of the date Company with respect to payments to be made by a Subsidiary of the Company (other than Excluded Subsidiaries) pursuant to operating leases and contracts not constituting Indebtedness entered into by such extension or renewalSubsidiary in the ordinary course of business and (z) of the Company's Subsidiaries pursuant to the Guaranty; (d) Contingent Obligations with respect to Surety Instruments incurred in the Ordinary Course ordinary course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsbusiness; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause of a Person that becomes a Subsidiary (other than an Excluded Subsidiary) after the date of this Agreement as a result of a Permitted Acquisition so long as such title insurers to issue to Contingent Obligation existed at the Administrative Agent title insurance policiestime such Person became a Subsidiary and was not created in anticipation thereof; (f) Contingent Obligations arising guarantees (other than those made for the benefit of Excluded Subsidiaries) with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder Indebtedness and (ii) purchasers in connection with dispositions Capital Leases permitted under Section 7.02(b)8.05; (g) Reserved;Contingent Obligations incurred by the Company in connection with a Permitted Acquisition; provided that the aggregate maximum amount of such Contingent Obligations (other than Contingent Obligations incurred in connection with the Acquisition of any Excluded Subsidiary) does not exceed at any time an amount equal to the lesser of 10% of the total assets of the Company and its Subsidiaries on a consolidated basis or 50% of the Tangible Net Worth; and (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) constituting Investments permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b8.04(p).

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligations, except: (a) Contingent Obligations set forth in Schedule 5.10, or incurred pursuant to any Loan Document or any Specified Swap Contract; (b) Contingent Obligations arising in connection with supersedeas or appeal bonds in respect of 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 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 Event of Default; (c) endorsements for collection or deposit in the Ordinary Course of Business; (bd) Rate Contracts entered into in until the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; Spin-Off Consummation Date, (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (di) Contingent Obligations incurred in connection with the Ordinary Course guaranty, of Business with respect near or even date herewith, made by the Borrower in favor of Bank of America, N.A. (in its capacity as administrative agent under the New Ceridian Credit Agreement) to surety guarantee the obligations of New Ceridian under the New Ceridian Credit Agreement; and appeal bonds, performance bonds and other similar obligations(ii) Contingent Obligations not incurred pursuant to or in furtherance of the Arbitron Business; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue incurred pursuant to the Administrative Agent title insurance policiesPrivate Placement Documents; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor consisting of Guaranty Obligations of (i) sellers the Borrower in connection with Acquisitions permitted hereunder and respect of Indebtedness of any Wholly-Owned Subsidiary or (ii) purchasers any Subsidiary in connection with dispositions permitted under Section 7.02(b);respect of Indebtedness of the Borrower or any Wholly-Owned Subsidiary; and (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign the Borrower and its Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed in excess of $5,000,000 1,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Material Subsidiary to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentPermitted Swap Obligations; (c) Contingent Obligations in favor of BofA or any Affiliate of BofA including, without limitation, in the Loan Parties and their Subsidiaries existing as form of recourse to the Effective Date and listed Borrower or guaranties by the Borrower in Schedule 7.09, including extension and renewals thereof which do not increase connection with the amount of such Contingent Obligations as of the date of such extension or renewalMulticurrency Note Purchase Facility; (d) Contingent Obligations incurred of the Borrower and its Subsidiaries existing as of the Closing Date and listed in Schedule 7.7(d) and any renewals, extensions or modifications thereof so long as the Ordinary Course aggregate amount of Business with respect to surety and appeal bonds, performance bonds and other similar obligationssuch Contingent Obligations does not increase from the amount existing on the Closing Date; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to incurred in the Administrative Agent title insurance policiesordinary course of business and not exceeding at any time $45,000,000 in the aggregate in respect of the Borrower and its Subsidiaries together; (f) 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 7.02(b)the Loan Documents; (g) Reserved;Contingent Obligations arising in connection with Indebtedness of any Subsidiary of the Borrower, provided, that such Indebtedness is otherwise permitted by this Credit Agreement; and (h) Contingent Obligations arising under guarantees made of the Borrower pursuant to guaranties in the Ordinary Course favor of Business Leasetec Corporation and other leasing partners (or any of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (itheir successors or assigns) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an the aggregate amount thereof does not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)50,000,000.

Contingent Obligations. No Loan Party shall, 39 The Credit Parties shall not and no Loan Party shall suffer not cause or permit any of its their Subsidiaries to, create, incur, assume to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (a) endorsements for collection or deposit in Contingent Obligations with respect to the Ordinary Course Second Lien Loan Obligations and Letter of BusinessCredit Obligations; (b) those arising under Interest Rate Contracts Agreements or other hedging agreements entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation compliance with the Administrative Agent’s prior written consentSECTION 5.1; (c) Contingent Obligations those resulting from endorsement of negotiable instruments for collection in the Loan Parties and their Subsidiaries existing as ordinary course of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalbusiness; (d) Contingent Obligations incurred those existing on the Closing Date and described in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsSCHEDULE 5.4; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (f) Contingent Obligations those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions Asset Dispositions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)hereunder; (g) Reservedthose incurred in the ordinary course of business with respect to (i) surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $1,000,000 in aggregate liability and (ii) bonds required to be posted in connection with worker's compensation insurance not exceeding at any time outstanding $3,000,000 in aggregate liability; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise those incurred with respect to Indebtedness permitted hereunder; by SECTION 5.1 provided that if (i) any such obligation Contingent Obligation is subordinated to the Finance Obligations, such guarantee shall be Obligations to the same extent as the Indebtedness to which it relates is subordinated to the same extentObligations and (ii) no Credit Party may incur Contingent Obligations in respect of Indebtedness incurred by any Person that is not a Credit Party under this clause (h); (i) unsecured Contingent Obligations guaranties of leases for leased premises of any Credit Party issued by Holdings and Borrower in ordinary course of business consistent with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;past practices; and (j) any other Contingent Obligations Obligation not exceeding $4,000,000 expressly permitted by clauses (a) through (i) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding; and (k) , do not exceed $1,500,000 and no Credit Party may incur Contingent Obligations in respect of Parent Borrower or Indebtedness incurred by any of its Subsidiary arising Person that is not a Credit Party under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 this clause (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(bj).

Contingent Obligations. No Loan Each Credit Party shallshall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer become or remain liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (ai) endorsements for collection or deposit in the Ordinary Course of BusinessCredit Parties may become and remain liable with respect to Contingent Obligations pursuant to the Loan Documents; (bii) Rate Contracts entered into the Credit Parties may become and remain liable with respect to Contingent Obligations resulting from the endorsement of negotiable instruments for collection in the Ordinary Course ordinary course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentbusiness; (ciii) [omitted] (iv) the Credit Parties may become and remain liable with respect to Contingent Obligations in respect of the Loan Parties customary indemnification and their Subsidiaries existing as purchase price adjustment obligations incurred in connection with Asset Sales or other sales of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalassets; (dv) Contingent Obligations incurred in the Ordinary Course of Business Credit Parties may become and remain liable with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course ordinary course of Business business of the obligations of any Loan Party (other than Holdings)suppliers, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligationscustomers, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations franchisees and licensees of Holdings with respect to Indebtedness of Foreign Company and its Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding$500,000; (jvi) other the Credit Parties may become and remain liable with respect to Contingent Obligations not exceeding $4,000,000 in respect of any Indebtedness permitted by subsection 7.1 (other than subsection 7.1(ii)); (vii) the Credit Parties may become liable with respect to Contingent Obligations in respect of performance and surety bonds incurred in the ordinary course of business and customary indemnification obligations to bonding companies incurred in connection with the issuance of such bonds; provided that the aggregate amount of such Contingent Obligations does not, at any time outstandingbefore November 30, 1997 exceed $30,000,000 and does not at any time on or after that date exceed $20,000,000; and (kviii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)described in Schedule 7.4 annexed hereto.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(bsubsection 5.2(b); (f) Contingent Obligations of the US Credit Parties arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than HoldingsHoldings and any Canadian Credit Party), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent;; and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (jh) other Contingent Obligations not exceeding $4,000,000 100,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentconsent of the the Majority Lenders; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.5, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations, purchase price adjustments or similar obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions to the extent permitted under Section 7.02(b5.3(c); (g) ReservedContingent Obligations arising under Letters of Credit; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than HoldingsParent), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;; and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 50,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, including extension and renewals thereof which do not (i) increase the amount of such Contingent Obligations as of the date of such modification, extension or renewalrenewal except by an amount equal to any premium or other similar amount paid, and fees and expenses incurred in connection with such modification, extension or renewal or as otherwise permitted pursuant to Section 5.9 or (ii) 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; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) Contingent Obligations arising with respect to customary indemnification obligations, purchase price adjustments, earnouts and similar obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and hereunder; (ii) purchasers in connection with dispositions permitted under Section 7.02(bsubsection 5.2; and (iii) 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); (gf) ReservedContingent Obligations arising under Letters of Credit; (hg) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (ih) unsecured Contingent Obligations of Holdings incurred by any Credit Party and their Subsidiaries with respect to Indebtedness operating leases, take-or-pay contracts and other obligations of Foreign Subsidiaries (including Steinway any Credit Party or Subsidiary thereof entered into in the Ordinary Course of Business and Sons, but only for so long as it is which do not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;constitute Indebtedness; and (ji) other Contingent Obligations not exceeding $4,000,000 5,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Restricted Subsidiaries existing as of the Effective Date and listed in Schedule 7.095.9, 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 Restricted Subsidiaries as compared to the terms of the date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(bsubsection 5.2(b); (gf) ReservedContingent Obligations arising under Letters of Credit; (hg) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), Restricted Subsidiary which obligations are otherwise permitted hereunderunder this Agreement; provided provided, that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (h) Contingent Obligations consisting of Indebtedness permitted under Section 5.2; (i) unsecured Contingent Obligations assumed in connection with any Permitted Acquisition; provided, that such Contingent Obligations shall not have been incurred by any party in contemplation of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway such Permitted Acquisition and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingPermitted Refinancings thereof; (j) Contingent Obligations arising in connection with or incurred pursuant to the making any Ethylene Cracker Investment; provided, that at the time such Contingent Obligations are entered into and immediately after giving effect thereto (w) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (x) Excess Availability would have exceeded $75,000,000 at all times during the 30 days (or, if such incurrence occurs within 30 days after the Effective Date, the number of days between the relevant date of determination and the Effective Date) immediately preceding the entering into of such Contingent Obligation (pro forma after giving effect to such Contingent Obligation), (y) the Consolidated Fixed Charge Coverage Ratio is equal to or exceeds 1.00 to 1.00 (calculated for the fiscal month most recently ended prior to such incurrence for which financial statements have been delivered pursuant to Section 4.1 on a pro forma basis after giving effect to such Contingent Obligation) and (z) any Liens securing such Contingent Obligations shall be permitted under Section 5.1; and (k) other Contingent Obligations not exceeding $4,000,000 20,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallThe Borrowers shall not, and no Loan Party shall suffer not cause or permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligations, except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Swap Contracts entered into in the Ordinary Course ordinary course of Business for bona fide hedging purposes business and not for speculation with the Administrative Agent’s prior written consentdesigned to protect against fluctuations in interest rates, currency exchange rates, commodity prices or similar risks (including any Swap Contract entered into pursuant to Section 7.16 or Section 7.17); (c) Contingent Obligations of US Borrower and the Loan Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal8.8; (d) Contingent Obligations incurred arising under (i) Surety Instruments arising in the Ordinary Course ordinary course of Business business of US Borrower or any Subsidiary or (ii) any guaranty of the performance of contractual obligations (other than obligations to pay money) of other Persons that are not Subsidiaries so long as such guaranty arises in connection with respect a project in which a Borrower or the applicable Subsidiary is otherwise involved in the ordinary course of business, not to surety and appeal bonds, performance bonds and other similar obligationsexceed in the aggregate for all Contingent Obligations pursuant to this subclause (d) the Dollar Equivalent amount of U.S. $25.0 million; (e) Contingent Guaranty Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policiespermitted by subsections 8.4(c), (i), (j), (k), (p), (r), (u) and (w); (f) Contingent Guaranty Obligations arising with in respect to customary indemnification obligations of the Indebtedness or other liabilities of Joint Ventures or Persons in favor which a Borrower or any Subsidiary has a minority interest or in non-Wholly-Owned Subsidiaries of US Borrower; 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 (if) sellers in connection with Acquisitions permitted hereunder which are paid after the date hereof and (iiwithout duplication) purchasers 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 connection with dispositions permitted under Section 7.02(b)the aggregate a Dollar Equivalent amount of U.S. $25.0 million; (g) Reservedother Contingent Obligations not at any time exceeding in the aggregate outstanding a Dollar Equivalent amount of U.S. $5.0 million; (h) Contingent Obligations the Guarantees and reimbursement obligations arising under guarantees made the Loan Documents in the Ordinary Course respect of Business drawings under Letters of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extentCredit; (i) unsecured Contingent Guaranty Obligations by Domestic Subsidiaries of Holdings with US Borrower in respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted US Borrower's obligations under the Senior Subordinated Notes pursuant to Section 7.05(j) or 7.05(c) the Senior Subordinated Note Documents as in an aggregate amount not to exceed $5,000,000 at any time outstandingeffect on the Closing Date; (j) other Contingent the Ciba Reimbursement Agreement; (k) Guaranty Obligations not exceeding $4,000,000 in the aggregate at any time outstandingof Foreign Subsidiaries under letters of credit; and (kl) Contingent Guaranty Obligations of Parent by US Borrower or any Subsidiary of its Subsidiary arising under guarantees of the 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 sale, not to exceed the Parent consideration received by US Borrower or any Subsidiary in connection with such sale and excluding in all cases any Guaranty Obligation with respect to any obligation of its Subsidiaries permitted pursuant to Sections 7.05 (only to any third person incurred in connection with the extent that Parent Borrower or any of its Subsidiary that are guarantors acquisition of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)assets.

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, create, incur, assume create or suffer become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (a) endorsements for collection pursuant to the Guaranty or deposit in the Ordinary Course of Businessany other Transaction Document; (b) Rate Contracts entered into obligations (other than any such obligations permitted pursuant to Sections 7.6(d) and 7.6(e))incurred by dealers of pleasure boats selling products of the Borrower or one or more of its Subsidiaries in the Ordinary Course ordinary course of Business for bona fide hedging purposes and business in an aggregate amount at any one time outstanding not for speculation with the Administrative Agent’s prior written consentto exceed $5,000,000; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of which were in existence on the Effective Date which are set forth on Schedule 7.6(c) hereof, and listed in Schedule 7.09, including extension and renewals thereof which do not increase continuations or replacements of any such Contingent Obligation so long as the amount in respect of any such Contingent Obligations Obligation so continued or replaced has not been and will not be increased, or which are either (i) disclosed in the audited financial statements of the Borrower and its consolidated Subsidiaries dated as of December 31, 1996 or (ii) are immaterial to the date of Borrower and its Subsidiaries taken as a whole or to such extension or renewalSubsidiary; (d) Contingent Obligations incurred to permit recourse to the Borrower or any of its Subsidiaries on account of a Dealer Account Transaction, provided the amount of such recourse is not in excess of the Ordinary Course amount of Business with respect recourse provided pursuant to surety that certain Dealer Account Purchase Agreement dated as of August 1, 1995, between GII and appeal bonds, performance bonds and other similar obligations;Transamerica Commercial Finance Corporation; and (e) Contingent notwithstanding subsections (a) through (d) of this Section 7.6, solely to permit the Recourse Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to of the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor Borrower and any of (i) sellers its Subsidiaries in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Floor Plan Financing, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated pursuant to the Finance Obligationsterms of the Repurchase Agreement, such guarantee PROVIDED that the Recourse Obligations shall be subordinated to the same extent; (i) unsecured Contingent Obligations not exceed an aggregate amount of Holdings with respect to Indebtedness $8,000,000 for any annual period of Foreign Subsidiaries (including Steinway and SonsJuly 1 through June 30, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in of which an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in during each such annual period may constitute obligations on the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees part of the Indebtedness of the Parent Borrower or and any of its Subsidiaries permitted to repurchase goods which were financed by the financial institutions pursuant to Sections 7.05 (only the Floor Plan Financing and an aggregate amount not to exceed $3,000,000 during each such annual period may constitute indemnity payments by the extent that Parent Borrower or and any of its Subsidiary that are guarantors Subsidiaries relating to losses incurred by the financial institutions resulting from the financial institutions' financing or refinancing of such Indebtedness would be permitted goods to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Dealers.

Contingent Obligations. No Loan Party shallCreate, and no Loan Party shall incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, incur, assume or suffer to exist exist, any Contingent Obligations except (i) by reason of endorsement of negotiable instruments for deposit or collection or similar transactions in respect the ordinary course of business, (ii) Contingent Obligations created pursuant to the Loan Documents or under the $150,000,000 Credit Agreement (and the Loan Documents referred to and as defined therein), (iii) guaranties by the Borrower of Capital Leases, Operating Leases or Service Agreements of any Subsidiary of the Finance Obligations and except: Borrower (a) endorsements for collection including consents by the Borrower to the assignment of such guaranties), provided that such Capital Leases or deposit in the Ordinary Course of Business; Operating Leases are otherwise permitted hereunder, (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (civ) Contingent Obligations of the Loan Parties type specified in clauses (ii) and their Subsidiaries existing as (iii) of the Effective Date definition of "Contingent Obligation" created in the ordinary course of business, (v) miscellaneous Contingent Obligations not to exceed at any time outstanding $20,000,000, (vi) guaranties by the Subsidiaries of the Borrower of the Borrower's obligations under a Capital Lease or an Operating Lease provided that such Capital Lease or Operating Lease is otherwise permitted hereunder and listed in Schedule 7.09, including extension and renewals thereof which do not increase only to the amount extent of the portion of such Contingent Obligations as of the date of Capital Lease or Operating Lease that directly benefits such extension or renewal; Subsidiary, (dvii) Contingent Obligations not otherwise permitted by this Section 6.02(d) incurred by the Borrower and/or its Subsidiaries (other than the Intercompany Creditor) in connection with the Ordinary Course acquisition of Business with respect to surety and appeal bondsany Facility (or the assets thereof), performance bonds and other similar obligations; any Existing Clinic Acquisition or the acquisition of any Related Business, so long as such acquisition satisfies all the conditions precedent set forth in Section 6.02(f)(i) or (eii), as the case may be, (viii) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j6.02(c) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other and Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and listed on Schedule IV and (kix) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted to make recruitment subsidy advances pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Service Agreement.

Contingent Obligations. No Loan Party shall, The Credit Parties shall not and no Loan Party shall suffer not cause or permit any of its their Subsidiaries to, create, incur, assume to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (a) endorsements for collection or deposit in the Ordinary Course Letter of BusinessCredit Obligations; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentomitted; (c) Contingent Obligations those resulting from endorsement of negotiable instruments for collection in the Loan Parties and their Subsidiaries existing as ordinary course of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalbusiness; (d) Contingent Obligations incurred in the Ordinary Course of Business those arising with respect to surety and appeal bondsa Credit Party guaranteeing the Indebtedness of another Credit Party so long as, performance bonds and other similar obligationsin the event such guaranteed Indebtedness is subordinated, such guarantee shall be equally subordinated; (e) Contingent Obligations those existing on the Amendment Effective Date and described in Schedule 3.4; (f) those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fg) Contingent Obligations those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions Asset Dispositions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b); (g) Reservedhereunder; (h) Contingent Obligations arising under guarantees made those incurred in the Ordinary Course ordinary course of Business of obligations of any Loan Party (business with respect to surety and appeal bonds, performance and return-of-money bonds and other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extentsimilar obligations; (i) unsecured Contingent Obligations of Holdings those incurred with respect to the Second Lien Debt, other Indebtedness of Foreign Subsidiaries (including Steinway a Credit Party permitted by Section 3.1 and Sonsother obligations of a Credit Party not prohibited hereunder, but only for so long provided that any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is not a Loan Party hereunder) permitted pursuant subordinated to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingthe Obligations; (j) any other Contingent Obligations Obligation not exceeding $4,000,000 expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b), do not exceed $1,000,000.

Contingent Obligations. No Loan Party shallCompany will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incurassume, assume incur or suffer to exist any Contingent Obligations Obligations, except in respect of the Finance Obligations and exceptfor: (a) Contingent Obligations arising in respect of the Debt under the Loan Documents; (b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (bc) Rate Contracts Contingent Obligations arising under Required Swap Contracts, and so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations existing or arising under any other Swap Contract, provided that such obligations are (or were) entered into by Company or a Subsidiary in the Ordinary Course of Business for bona fide hedging purposes the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations purposes of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalspeculation; (d) Contingent Obligations outstanding on the Funding Date and set forth on Schedule 8.03 and Contingent Obligations in respect of any refinancings, refundings, renewals or extensions of the Debt underlying such Contingent Obligations to the extent such Debt is permitted by Section 8.01(b); (e) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsobligations not to exceed $2,200,000 in the aggregate at any time outstanding; (ef) Contingent Obligations arising under indemnity agreements to with title insurers to cause such title insurers to issue to the Administrative Senior Agent mortgagee title insurance policies; (fg) 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 7.02(b); (g) Reserved;8.07; and (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding permitted by clauses (a) through (g) above, not to exceed $4,000,000 3,300,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s 's prior written consentconsent or pursuant to Section 4.14; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(bsubsection 5.2(b); (g) ReservedContingent Obligations arising under Letters of Credit; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations consisting of guarantees by Holdings with respect to Indebtedness or any Subsidiary of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;Borrower of the Second Lien Indebtedness; and (j) other Contingent Obligations not exceeding $4,000,000 1,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shall, Holdings and no Loan Party Borrower shall suffer not and shall not cause or permit any of its Borrower's Subsidiaries to, create, incur, assume to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (a) endorsements for collection or deposit in the Ordinary Course Letter of BusinessCredit Obligations; (b) Rate Contracts entered into those resulting from endorsement of negotiable instruments for collection in the Ordinary Course ordinary course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentbusiness; (c) Contingent Obligations of those existing on the Loan Parties and their Subsidiaries existing as of the Effective Closing Date and listed described in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal3.4; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fe) Contingent Obligations those arising with respect to customary indemnification obligations in favor or purchase price (including purchase price adjustments as a result of (iworking capital tests) sellers adjustments incurred in connection with Acquisitions Asset Dispositions permitted hereunder or Permitted Acquisitions; (f) those incurred in the ordinary course of business with respect to surety and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)appeal bonds, performance and return-of-money bonds and other similar obligations; (g) Reservedthose incurred with respect to Indebtedness permitted by Section 3.1, provided that (i) 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, (ii) the sum of (A) the aggregate amount of such Contingent Obligations incurred in such Fiscal Year by Borrower or any Domestic Subsidiary of Borrower for the benefit of any Foreign Subsidiary of Borrower which remain outstanding at such time plus (B) the aggregate amount of Contingent Obligations incurred by Borrower or any Domestic Subsidiary of Borrower for the benefit of any Foreign Subsidiary of Borrower in such Fiscal Year pursuant to Section 3.4(h) which remain outstanding, plus (C) the aggregate amount of intercompany Indebtedness pursuant to Section 3.1(b)(iii) incurred in such Fiscal Year by Foreign Subsidiaries of Borrower and not yet repaid plus (D) the aggregate amount of Investments pursuant to Section 3.3(l) in such Fiscal Year by Borrower or any Domestic Subsidiary of Borrower in any Foreign Subsidiary does not exceed the Foreign Investment Basket for such Fiscal Year and (iii) no Event of Default exists at the time of the incurrence of such Contingent Obligation or would result therefrom; (h) Contingent Obligations arising under guarantees made in those incurred for the Ordinary Course of Business of obligations benefit of any Loan Party Subsidiary of Borrower (other than Holdings)those incurred with respect to Indebtedness permitted by Section 3.1) if the primary obligation is not prohibited by this Agreement, which obligations are otherwise permitted hereunder; provided that if (i) any such obligation Contingent Obligation is subordinated to the Finance Obligations, such guarantee shall be Obligations to the same extent as the primary obligation to which it relates is subordinated to the same extent;Obligations, (ii) the sum of (A) the aggregate amount of such Contingent Obligations incurred in such Fiscal Year by Borrower or any Domestic Subsidiary of Borrower for the benefit of any Foreign Subsidiary of Borrower which remain outstanding at such time plus (B) the aggregate amount of Contingent Obligations incurred by Borrower or any Domestic Subsidiary of Borrower for the benefit of any Foreign Subsidiary of Borrower in such Fiscal Year pursuant to Section 3.4(g) which remain outstanding, plus (C) the aggregate amount of intercompany Indebtedness pursuant to Section 3.1(b)(iii) incurred in such Fiscal Year by Foreign Subsidiaries of Borrower and not yet repaid plus (D) the aggregate amount of Investments pursuant to Section 3.3(l) in such Fiscal Year by Borrower or any Domestic Subsidiary of Borrower in any Foreign Subsidiary does not exceed the Foreign Investment Basket for such Fiscal Year and (iii) no Event of Default exists at the time of the incurrence of such Contingent Obligation or would result therefrom; and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b), do not exceed $2,000,000.

Contingent Obligations. No Loan Party shallThe Company will not, and no Loan Party shall suffer or nor will it permit any of its Subsidiaries Subsidiary to, create, incur, assume make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except (a) by endorsement of instruments for deposit or collection in the ordinary course of business, (b) Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; any Senior Debt, (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09Subsidiary Guarantees, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue mortgagee title insurance policies to the Administrative Agent title insurance policies; Agent, (e) Contingent Obligations with respect to customary indemnification and purchase price adjustment obligations incurred in connection with Asset Dispositions and Purchases permitted pursuant to Section 6.14(e), (f) Contingent Obligations arising incurred in the ordinary course of business with respect to customary indemnification surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $100,000 in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b); aggregate liability, (g) Reserved; Contingent Obligations with respect to Indebtedness permitted with respect to Section 6.11, (h) Contingent Obligations arising under guarantees made incurred in connection with the Ordinary Course of Business guaranty of obligations under floorplan financing arrangements with Deutsch Financial Services or any successor thereto ("DFS") and other lenders for certain of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) Company's distributors in an aggregate amount not to exceed $5,000,000 exceeding at any time outstanding; outstanding the lesser of (A) $20,000,000 and (B) twenty-five percent (25%) of the aggregate amount outstanding under such floorplan financing arrangements at the end of the previous calendar year, (i) repurchase endorsements incurred in connection with the guaranty of obligations under floorplan arrangements with lenders other than DFS for certain of the Company's distributors in an aggregate amount not exceeding at any time outstanding $3,000,000, (j) Contingent Obligations with respect to the guaranty of obligations of certain of the Company's distributors relating to (x) revolving credit facilities for company stores operated by such distributors in an amount not exceeding at any time outstanding $500,000 in aggregate liability and (y) vehicle and equipment financing not exceeding at any time outstanding $300,000 in aggregate principal amount, and (k) other Contingent Obligations not exceeding to exceed $4,000,000 100,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer ---------------------- or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s 's prior written consentconsent not to be unreasonably withheld or pursuant to Section 4.13; (c) Contingent Obligations of the Loan Parties Borrower and their its Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, including extension and ------------ renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(bsubsection 5.2(b);; and (g) Reserved; (h) Contingent Obligations arising under guarantees made in favor of Subordinated Noteholders evidenced by subordinated Subsidiary Guaranty Agreements executed and delivered pursuant to the Subordinated Note Agreement provided in the Ordinary Course event a Subsidiary of Business Borrower is released of its obligations under the corresponding guaranty executed and delivered such Subsidiary in favor of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance ObligationsAgent and Lenders, such guarantee Subsidiary shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any released of its obligations under the Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Guaranty Agreement.

Contingent Obligations. No Loan Party shallThe Company shall not, and no Loan Party the Company shall not suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts and Commodity Hedging Agreements entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Parties Company and their its Subsidiaries existing as of the Effective Petition Date and listed in on Schedule 7.0910.9, 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 Company or its Subsidiaries as compared to the terms of the date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent Collateral Trustee title insurance policies; (fe) Contingent Obligations arising with respect to customary indemnification indemnification, adjustment or purchase or acquisition price or similar obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b10.2(g); (f) [reserved]; (g) Reserved[reserved]; (h) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Subsidiary of the Company, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (i) unsecured Contingent Obligations arising under the Prepetition Notes Documents (including, for the avoidance of Holdings with respect doubt, the Collateral Trust Hedging Obligations), the ABL Documents, the ABL DIP Facility or the Factoring Facility Documents, in each case to the extent such Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) or obligations are permitted pursuant to be incurred in accordance under Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding10.5; (j) intercompany guarantees, support agreements, keep-well agreements and other similar Contingent Obligations made, entered into or incurred in connection with a transaction subject to the Commodity Exchange Act by the Company or any of its Subsidiaries that is an eligible contract participant (as defined in the Commodity Exchange Act) for the benefit of the Company or any of its Subsidiaries by virtue of such Person’s failure for any reason to constitute an eligible contract participant; and (k) other Contingent Obligations not exceeding $4,000,000 250,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shall, Borrower will not and no Loan Party shall suffer or will not permit any of its Restricted Subsidiaries to, create, incur, assume directly or suffer indirectly to exist create or become or be liable with respect to any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (aA) endorsements for collection or deposit in the Ordinary Course of Business[reserved]; (bB) Rate Contracts entered into in guaranties of the Ordinary Course Obligations and of Business for bona fide hedging purposes the Senior Notes and not for speculation with the Administrative Agent’s prior written consentJunior DIP Debt and the Junior Secured Debt, if any; (cC) Contingent Obligations of Borrower and the Restricted Subsidiaries under the Loan Parties and their Subsidiaries Documents; (D) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (E) those existing as of on the Effective Date and listed described in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal3.4 annexed hereto; (dF) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fG) Contingent Obligations those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)Asset Dispositions; (gH) Reservedthose 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 $500,000 (or the equivalent thereof in another currency) in aggregate liability; (hI) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)those incurred after January 16, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations2004, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for permitted by subsection 3.1 so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other such Contingent Obligations not exceeding $4,000,000 incurred after January 16, 2004, in the aggregate at any time outstanding, do not exceed $2,500,000 (or the equivalent thereof in another currency); (J) Contingent Obligations under Interest Rate Agreements with respect to the Term Loans approved by Administrative Agent in its sole discretion; (K) Contingent Obligations consisting of customary indemnification obligations in favor of officers and directors of Borrower and its Restricted Subsidiaries in connection with the performance of their duties for Borrower and its Restricted Subsidiaries to the extent permitted under applicable corporate law; (L) Contingent Obligations consisting of Investments permitted pursuant to subsection 3.3; and (kM) any other Contingent Obligation not expressly permitted by clauses (A) through (L) above and incurred after January 16, 2004, so long as any such other Contingent Obligations, in the aggregate at any time outstanding, do not exceed $10,000,000 (or the equivalent thereof in another currency). Each of the classifications of Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees permitted to be incurred pursuant to subparts (A) through (M) hereof shall be deemed to be separate and independent of the Indebtedness other classifications and, in the event of any such Contingent Obligation meets the criteria of more than one of the Parent classifications of Contingent Obligations described in subparts (A) through (M) permitted to be incurred hereunder, Borrower or any of its Subsidiaries permitted pursuant will only be required to Sections 7.05 (only to include the extent that Parent Borrower or any of its Subsidiary that are guarantors amount and type of such Indebtedness would be permitted to incur Contingent Obligations in one of such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)classifications.

Contingent Obligations. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentPermitted Swap Obligations; (c) Contingent Obligations (x) of the Loan Parties Company and their its Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.098.08 (other than those made for the benefit of Excluded Subsidiaries), including extension and renewals thereof which do not increase the amount of such Contingent Obligations as (y) of the date Company with respect to performance by or payments to be made by a Subsidiary of the Company (other than Excluded Subsidiaries) pursuant to operating leases and contracts not constituting Indebtedness entered into by such extension or renewalSubsidiary in the ordinary course of business and (z) of the Company and its Subsidiaries pursuant to the Guaranty; (d) Contingent Obligations with respect to Surety Instruments incurred in the Ordinary Course ordinary course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsbusiness; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause of a Person that becomes a Subsidiary (other than an Excluded Subsidiary) after the Closing Date as a result of a Permitted Acquisition so long as such title insurers to issue to Contingent Obligation existed at the Administrative Agent title insurance policiestime such Person became a Subsidiary and was not created in anticipation thereof; (f) Contingent Obligations arising guarantees (other than those made for the benefit of Excluded Subsidiaries) with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder Indebtedness and (ii) purchasers in connection with dispositions Finance Leases permitted under Section 7.02(b)8.05; (g) Reserved;Contingent Obligations incurred by the Company in connection with Acquisitions; provided that the estimated liability as recorded on the balance sheet in accordance with FAS 141R of such Contingent Obligations (other than Contingent Obligations incurred in connection with the Acquisition of any Excluded Subsidiary) (together with the estimated liability as recorded on the balance sheet in accordance with FAS 141R of any contingent, deferred purchase price consideration obligations with respect to all Acquisitions, including, without limitation, any “earn-out” obligations, permitted under this clause (g) or the foregoing clauses (c) or (e), or otherwise, outstanding as of such date) does not exceed an amount equal to 18% of the total assets of the Company and its Subsidiaries on a consolidated basis; and (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) constituting Investments permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b8.04(r).

Contingent Obligations. No Loan Party shall, Each Borrower will not and no Loan Party shall suffer or will not ---------------------- permit any of its Subsidiaries to, create, incur, assume directly or suffer indirectly to exist create or become or be liable with respect to any Contingent Obligations except Obligation except, in respect of each instance below, to the Finance Obligations and exceptextent permitted under the Subordinated Loan Agreement: (aA) endorsements for collection or deposit in the Ordinary Course of BusinessRisk Participation Liability; (bB) Rate Contracts entered into those resulting from endorsement of negotiable instruments for collection in the Ordinary Course ordinary course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentbusiness; (cC) Contingent Obligations of those existing on the Loan Parties and their Subsidiaries existing as of the Effective Closing Date and listed described in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal3.4 annexed hereto; (dD) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fE) Contingent Obligations those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)Asset Dispositions; (gF) Reservedthose 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 $250,000 in aggregate liability; (hG) Contingent Obligations arising under guarantees made foreign exchange contracts and interest rate protection agreements entered into in the Ordinary Course ordinary course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunderbusiness consistent with past practices for bonafide hedging purposes and not for speculation; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;and (iH) unsecured Contingent Obligations of Holdings those incurred with respect to Indebtedness permitted by subsection 3.1; (I) Contingent Obligations with respect to obligations or liabilities of Foreign Subsidiaries of Borrowers incurred in the ordinary course of business and not prohibited hereunder; (including Steinway J) those incurred in connection with guarantees by ORC and SonsDomestic Subsidiaries of obligations under the Subordinated Loan Agreement and Subordinated Note; and (K) any other Contingent Obligation not expressly permitted by clauses (A) through (I) above, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) such other Contingent Obligations not exceeding $4,000,000 Obligations, in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b), do not exceed $100,000.

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements of the Borrower's Subsidiaries for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s 's prior written consent; (c) unsecured Contingent Obligations of the Loan Parties Borrower and their its Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.09SCHEDULE 5.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business of the Borrower's Subsidiaries with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Permitted Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(bsubsection 5.2(b); (g) ReservedContingent Obligations arising under Lender Letters of Credit and other letters of credit which are the subject of a Letter of Credit Participation Agreement; (h) Contingent Obligations arising under permitted guarantees made in of the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunderSubordinated Indebtedness evidenced by the High Yield Unsecured Notes; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate 800,000 at any time outstanding; and (k) Contingent Obligations outstanding reduced by the aggregate amount of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries outstanding that is permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b5.5(g).

Contingent Obligations. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries the other Companies to, createdirectly or indirectly, incur, assume create or suffer become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (a) endorsements for collection or deposit in Contingent Obligations existing as of the Ordinary Course of BusinessThird Closing Date and referred to on Schedule 3.8(d) as delivered at the Third Closing; (b) Rate Contracts entered into Any renewal, extension or refinancing of any Contingent Obligation described in subsection 6.4(a) in an amount not exceeding the Ordinary Course lesser of Business for bona fide hedging purposes and not for speculation with (A) the Administrative Agent’s amount thereof outstanding as of the Third Closing or (B) the amount thereof remaining unpaid immediately prior written consentto such renewal, extension or refinancing, together with, in each instance, Permitted Closing Expenses incurred in respect of such renewal, extension or refinancing; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed incurred in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension connection with Asset acquisitions permitted by Section 6.5 or renewalAsset Sales permitted by Section 6.10; (d) Contingent Obligations incurred in as of the Ordinary Course Third Closing pursuant to the Partnerships' acquisition of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsthe Starwood Assets; (e) Any renewal, extension or refinancing of any Contingent Obligation described in subsection 6.4(d) in an amount that together with the amount of all other Contingent Obligations arising under indemnity agreements described in subsection 6.4(d) then outstanding does not exceed the lesser of (A) the aggregate amount of Contingent Obligations described in subsection 6.4(d) outstanding as of the Third Closing or (B) the aggregate amount of Contingent Obligations described in subsection 6.4(d) remaining unpaid immediately prior to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policiesrenewal, extension or refinancing, together with, in each instance, Permitted Closing Expenses incurred in respect of such renewal, extension or refinancing; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor Any guaranties of (i) sellers the Companies in connection with Acquisitions permitted hereunder any Merrxxx Xxxn; and (iig) purchasers the Contingent Obligation given in connection with dispositions permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Harvxx Xxxes.

Contingent Obligations. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligations, except: (a) Contingent Obligations set forth in Schedule 5.10, or incurred pursuant to any Note Document or any Specified Swap Contract; (b) Contingent Obligations arising in connection with supersede as or appeal bonds in respect of 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 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 Event of Default; (c) endorsements for collection or deposit in the Ordinary Course of Business; (bd) Rate Contracts entered into in until the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; Spin-Off Consummation Date, (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (di) Contingent Obligations incurred in connection with the Ordinary Course guaranty, of Business with respect near or even date herewith, made by the Company in favor of the administrative agent under (and as defined in) the New Ceridian Credit Agreement to surety guarantee the obligations of New Ceridian under the New Ceridian Credit Agreement; and appeal bonds, performance bonds and other similar obligations(ii) Contingent Obligations not incurred pursuant to or in furtherance of the Arbitron Business; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue incurred pursuant to the Administrative Agent title insurance policiesLoan Documents; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor consisting of Guaranty Obligations of (i) sellers the Company in connection with Acquisitions permitted hereunder and respect of Indebtedness of any Wholly-Owned Subsidiary or (ii) purchasers any Subsidiary in connection with dispositions permitted under Section 7.02(b)respect of Indebtedness of the Company or any Wholly-Owned Subsidiary; (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign the Company and its Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed in excess of $5,000,000 at any time outstanding; (jh) Contingent Obligations undertaken by the Company pursuant to a Contractual Obligation with (A) a Permitted Joint Venture (other than any Permitted Xxxxxxx XX) or (B) other obligations incurred in connection with exiting or terminating a Permitted Joint Venture (other than any Permitted Xxxxxxx XX), to the extent that such Contingent Obligations do not exceeding $4,000,000 in the aggregate at any time outstandingcause a breach of Section 7.11; and (ki) Contingent Obligations incurred by the Company in 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 Parent Borrower whether or any not the Company actually takes delivery of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower such materials, supplies or any of its Subsidiaries permitted pursuant to Sections 7.05 (only property, to the extent that Parent Borrower or any such Contingent Obligations do not cause a breach of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)7.11.

Contingent Obligations. No Loan Party shall, The Credit Parties shall not and no Loan Party shall suffer not cause or permit any of its their Subsidiaries to, create, incur, assume to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligation except: Contingent Obligations except in with respect of to the Finance Obligations and except: (a) endorsements for collection First Lien Loan Obligations; those arising under Interest Rate Agreements or deposit in the Ordinary Course of Business; (b) Rate Contracts other hedging agreements entered into in compliance with SECTION 5.1; those resulting from endorsement of negotiable instruments for collection in the Ordinary Course ordinary course of Business for bona fide hedging purposes and not for speculation with business; those existing on the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Closing Date and listed described in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations SCHEDULE 5.4; those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (f) Contingent Obligations ; those arising with respect to customary indemnification obligations incurred in favor connection with Asset Dispositions permitted hereunder; those incurred in the ordinary course of business with respect to (i) sellers surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $500,000 in connection with Acquisitions permitted hereunder aggregate liability and (ii) purchasers bonds required to be posted in connection with dispositions worker's compensation insurance not exceeding at any time outstanding $1,400,000 in aggregate liability; those incurred with respect to Indebtedness permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party by SECTION 5.1 (other than HoldingsSECTION 5.1(D), which obligations are otherwise permitted hereunder; ) provided that if (i) any such obligation Contingent Obligation is subordinated to the Finance Obligations, such guarantee shall be Obligations to the same extent as the Indebtedness to which it relates is subordinated to the same extent; Obligations and (ii) no Credit Party may incur Contingent Obligations in respect of Indebtedness incurred by any Person that is not a Credit Party under this clause (h); guaranties of leases for leased premises of any Credit Party issued by Holdings and Borrower in ordinary course of business consistent with past practices; and any other Contingent Obligation not expressly permitted by clauses (a) through (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sonsabove, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) such other Contingent Obligations not exceeding $4,000,000 Obligations, in the aggregate at any time outstanding; and (k) , do not exceed $500,000 and no Credit Party may incur Contingent Obligations in respect of Parent Borrower or Indebtedness incurred by any of its Subsidiary arising Person that is not a Credit Party under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 this clause (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(bj).

Contingent Obligations. No Loan Party shallThe Borrowers shall not, and no Loan Party shall suffer not cause or permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligations, except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Swap Contracts entered into in the Ordinary Course ordinary course of Business business for bona fide hedging purposes the purpose of limiting or otherwise managing (and not for speculation speculative purposes) fluctuations in interest rates, currency 119 exchange rates, commodity prices or similar risks; provided, however, that with respect to any Swap Contract (i) relating to interest rate risk, the Administrative Agent’s prior written consentobligations thereunder must be directly related to payment obligations of Indebtedness permitted by Section 8.5, (ii) relating to fluctuations in commodity prices, such Swap Contracts must be entered into for the purpose of limiting risk in connection with commodity transactions entered into by such Company, and (iii) relating to fluctuations in currency exchange rates, such Swap Contracts must be directly related to the transactions entered into by such Company; (c) customary contractual indemnification obligations entered into in the ordinary course of business on ordinary business terms; and (d) obligations to adjust the purchase price relating to any disposition of assets; (e) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies8.8; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of under (i) sellers letters of credit, banker's acceptances, banker's guaranties, surety bonds and similar agreements or instruments issued in connection with Acquisitions permitted hereunder and transactions arising in the ordinary course of business of any Company or (ii) purchasers any guaranty of the performance of Contractual Obligations (other than obligations to pay money) of other Persons that are not Subsidiaries so long as such guaranty arises in connection with dispositions permitted under Section 7.02(b)a project in which a Company is otherwise involved in the ordinary course of business, not to exceed in the aggregate for all Contingent Obligations pursuant to this subclause (f) the Dollar Equivalent amount of U.S. $20,000,000; (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to by Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).8.4

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentconsent or pursuant to Section 4.15; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(bsubsection 5.2(b); (gf) ReservedContingent Obligations arising under Letters of Credit; (hg) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (ih) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness of Foreign Subsidiaries (including Steinway surety and Sonsappeals bonds, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;performance bonds and other similar obligations; and (ji) other Contingent Obligations not exceeding $4,000,000 5,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (c) Contingent Obligations otherwise constituting Indebtedness otherwise permitted to be incurred pursuant to Section 5.5; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(b5.2(b); (g) Reserved; (hf) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are unsecured and otherwise permitted hereunder; provided provided, that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (ig) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness of Foreign Subsidiaries (including Steinway surety and Sonsappeals bonds, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;performance bonds and other similar obligations; and (jh) other unsecured Contingent Obligations not exceeding $4,000,000 50,000 in the aggregate at any time outstanding; and (k) . Anything contained herein to the contrary notwithstanding, the Borrower may not create, incur, assume or suffer to exist any Contingent Obligations in respect of Parent Borrower any Indebtedness or other liabilities of Holdings or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Subsidiaries.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, including extension extension, renewals and renewals replacements 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, taken as a whole, as compared to the terms of the date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted not prohibited hereunder and (ii) purchasers (other than a Credit Party or any Subsidiary thereof) in connection with dispositions permitted under Section 7.02(b)subsection 5.2; (f) Contingent Obligations arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Party Credit Party, which obligations, if Indebtedness, are otherwise permitted by Section 5.5 (other than HoldingsSection 5.5(b), which obligations are otherwise permitted hereunder); provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (kh) Contingent Obligations relating to surety and appeal bonds, performance bonds and other obligations of Parent Borrower a like nature incurred in the Ordinary Course of Business (including in connection with the construction or any improvement of its Subsidiary arising under retail stores), including guarantees or obligations with respect to letters of the Indebtedness of the Parent Borrower credit supporting such surety, appeal or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)performance bond.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(b5.2(b); (f) Contingent Obligations arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than Parent or Holdings), ) which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (ih) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness of Foreign Subsidiaries (including Steinway surety and Sonsappeals bonds, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;performance bonds and other similar obligations; and (ji) other Contingent Obligations not exceeding $4,000,000 500,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallCreate, and no Loan Party shall incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, incur, assume or suffer to exist exist, any Contingent Obligations except (i) by reason of endorsement of negotiable instruments for deposit or collection or similar transactions in respect the ordinary course of business, (ii) Contingent Obligations created pursuant to the Loan Documents, (iii) guaranties by the Borrower of Capital Leases, Operating Leases or Service Agreement of any Subsidiary of the Finance Obligations and except: Borrower (a) endorsements for collection including consents by the Borrower to the assignment of such guaranties), provided that such Capital Leases or deposit in the Ordinary Course of Business; Operating Leases are otherwise permitted hereunder, (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (civ) Contingent Obligations of the Loan Parties type specified in clauses (ii) and their Subsidiaries existing as (iii) of the Effective Date definition of "Contingent Obligation" created in the ordinary course of business, (v) miscellaneous Contingent Obligations not to exceed at any time outstanding $10,000,000, (vi) guaranties by the Subsidiaries of the Borrower of the Borrower's obligations under a Capital Lease or an Operating Lease provided that such Capital Lease or Operating Lease is otherwise permitted hereunder and listed in Schedule 7.09, including extension and renewals thereof which do not increase only to the amount extent of the portion of such Contingent Obligations as of the date of Capital Lease or Operating Lease that directly benefits such extension or renewal; Subsidiary, (dvii) Contingent Obligations not otherwise permitted by this Section 6.02(d) incurred by the Borrower and/or its Subsidiaries (other than the Intercompany Creditor) in connection with the Ordinary Course acquisition of Business with respect to surety any Facility (or the assets thereof), any Existing Clinic Acquisition or the acquisition of any Related Business, so long as such acquisition satisfies all the conditions precedent set forth in Section 6.02(f)(i) or (ii), as the case may be, and appeal bonds, performance bonds and other similar obligations; (eviii) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j6.02(c) or 7.05(cand Section 6.02(o) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other and Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).listed on Schedule V.

Contingent Obligations. No Loan Party Obligor or Subsidiary shall, and no Loan Party shall suffer directly or permit any of its Subsidiaries toindirectly, create, incur, assume create or suffer become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (a) pursuant to Section 6; (b) Contingent Obligations in respect of operating leases to the extent permitted under Section 9.22; (c) Contingent Obligations of Borrower or any Subsidiary in respect of Indebtedness or other liabilities of Borrower or any Wholly Owned Subsidiary which is an Obligor (other than IMSAMET or any of its Subsidiaries or any of their successors) to the extent that the existence of such Indebtedness or other liabilities is not prohibited under this Agreement; (d) other Contingent Obligations which, together with the amount of Indebtedness incurred under Section 9.08(h) (but without duplication), does not exceed $10.0 million in the aggregate at any time outstanding; (e) endorsements for collection or deposit in the Ordinary Course ordinary course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policiesbusiness; (f) Contingent Obligations arising with respect of Borrower and the Subsidiaries existing as of the Closing Date and listed in SCHEDULE 8.02 and renewals, extensions, modifications and replacements thereof that do not increase the amount thereof or provide for terms materially less favorable 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 7.02(b)any Obligor; (g) Reserved;Swap Contracts entered into in the ordinary course of business and designed to protect the Obligors against fluctuations in interest rates, currency exchange rates, commodity prices or similar risks (including any Interest Rate Protection Agreement entered into pursuant to Section 9.19); and (h) Contingent Obligations in connection with Dispositions permitted under Section 9.06, arising under guarantees made in the Ordinary Course of Business of obligations connection with indemnification and other agreements in respect of any Loan Party (other than Holdings)contract relating to such Disposition, which obligations are otherwise permitted hereunder; provided that if not to exceed the consideration received by Borrower or any Subsidiary in connection with such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured sale and excluding in all cases any Contingent Obligations of Holdings Obligation with respect to Indebtedness any obligation of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) any third person incurred in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in connection with the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees acquisition of the Indebtedness of Property which is the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors subject of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Disposition.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Domestic Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Domestic Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalObligations; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(b5.2(b); (g) ReservedContingent Obligations arising under Letters of Credit; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent; (i) unsecured indemnities, product warranties, and other Contingent Obligations provided by any Credit Party or its Domestic Subsidiaries in the Ordinary Course of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingBusiness; (j) Contingent Obligations in respect of (i) any other Indebtedness permitted pursuant to Section 5.5, (ii) any other Credit Party if otherwise permitted pursuant to Section 5.4, or (iii) obligations to make Restricted Payments that are permitted to be made pursuant to Section 5.11; and (k) Other Contingent Obligations not exceeding to exceed $4,000,000 1,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(bsubsection 5.2(b); (gf) ReservedContingent Obligations arising under Letters of Credit; (hg) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; and (h) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeals bonds, performance bonds and other similar obligations; (i) unsecured Contingent Obligations product warranties incurred in the Ordinary Course of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;Business; and (j) other Contingent Obligations not exceeding $4,000,000 5,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) Contingent Obligations that would be Indebtedness permitted under Section 5.5 if the such Credit Party was primarily liable therefor; (b) endorsements for collection or deposit in the Ordinary Course of Business; (bc) unsecured Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (cd) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.09, 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 as compared to the terms of the date of such extension Contingent Obligation being renewed or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsextended; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor favour of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(bsubsection 5.2(b); (g) ReservedContingent Obligations arising under Letters of Credit; (h) Contingent Obligations arising under guarantees guarantees, covenants, or contracts made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;; and (i) other unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 10,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallHoldings shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligations, except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentPermitted Swap Obligations; (c) Contingent Obligations of Holdings in respect of Indebtedness of any other Loan Party, or Contingent Obligations of any Loan Party in respect of Indebtedness of another Loan Party or of Holdings, in each case to the extent such Indebtedness is permitted hereunder; (d) Contingent Obligations of any Subsidiary that is not a Loan Parties Party in respect of Indebtedness of any other Subsidiary that is not a Loan Party, to the extent such Indebtedness is permitted hereunder; (e) Contingent Obligations of Holdings and their its Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies8.08; (f) Contingent Obligations arising with respect to customary indemnification obligations Surety Instruments incurred in favor the ordinary course of (i) sellers business and not exceeding at any time $5,000,000 in connection with Acquisitions permitted hereunder the aggregate in respect of Holdings and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)its Subsidiaries together; (g) ReservedContingent Obligations of Holdings with respect to Stock Price Guaranties incurred in the ordinary course of business and not exceeding at any time $5,000,000 in the aggregate; (h) Contingent Obligations arising under guarantees made of Holdings and its Subsidiaries in the Ordinary Course of Business of obligations respect of any Loan Party (other than Holdings), which obligations are Put Obligations to the extent otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extentunder this Agreement; (i) unsecured Contingent Obligations consisting of Holdings with respect to Indebtedness normal and customary indemnities issued in the ordinary course of Foreign Subsidiaries business (including Steinway including, without limitation, under professional services agreements, construction and Sonsmaterials supply agreements, but only for so long as it is not a Loan Party hereunderintellectual property agreements or employment and consulting agreements) permitted or consisting of normal and customary indemnities pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingthe issuance and sale of securities; (j) other Contingent Obligations not exceeding $4,000,000 in respect of Operating Leases, to the aggregate at any time outstandingextent such Operating Leases are permitted to be entered into hereby; and (k) Contingent Obligations consisting of Parent Borrower or any of its Subsidiary arising customary indemnification and purchase price adjustment obligations incurred in connection with asset dispositions permitted under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)8.02.

Contingent Obligations. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentPermitted Swap Obligations; (c) Contingent Obligations of the Loan Parties Company and their its Subsidiaries existing as of the Effective Closing Date and listed in set forth on Schedule 7.09, including extension 7.08 and renewals thereof which do not increase any replacements thereof; provided that the amount of any such replacement Contingent Obligations as Obligation shall in no case exceed the amount of the date of such extension or renewalContingent Obligation replaced thereby; (d) Contingent Obligations with respect to Surety Instruments incurred in the Ordinary Course ordinary course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsbusiness; (e) Contingent Guaranty Obligations arising under indemnity agreements to title insurers to cause by the Company of Indebtedness and other obligations of a Subsidiary (other than the Special Purpose Subsidiary), or by any Subsidiary of the Indebtedness and other obligations of the Company or any other Subsidiary (other than the Special Purpose Subsidiary), provided that, in each case, such title insurers to issue to the Administrative Agent title insurance policiesIndebtedness and other obligations are otherwise permitted hereunder; (f) Contingent Obligations arising with respect to customary indemnification obligations under the Company’s or any Subsidiary’s employee relocation plan as in favor effect on the Closing Date, as such plans may be amended or otherwise modified after the Closing Date in the ordinary course of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)business; (g) Reserved;Contingent Obligations in respect of any bond or credit enhancement posted or otherwise provided by or on behalf of the Company in connection with the appeal by the Company of any judgment, order, decree or arbitration award entered against the Company relating to the ongoing patent litigation between the Company and Cadence Design Systems, Inc., provided that the aggregate principal amount of such bond(s) or credit enhancement(s) shall not at any time exceed $20,000,000; and (h) Contingent Obligations arising relating to sales of bills of exchange and promissory notes permitted under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b7.02(j).

Contingent Obligations. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries or Holdings to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in to the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentextent such Rate Contracts would be permitted by Section 5.5(h) if they constituted Indebtedness; (c) Contingent Obligations of Holdings, the Loan Parties Borrower and their its Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, including extension extensions and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) purchasers in connection with transactions permitted under Section 5.2(b), (ii) sellers in connection with Acquisitions permitted hereunder Permitted Acquisitions, and (iiiii) purchasers officers and directors of Holdings, the Borrower and any of its Subsidiaries in connection with dispositions permitted under Section 7.02(b)the Ordinary Course of Business; (g) ReservedContingent Obligations arising under Lender Letters of Credit and other letters of credit which are the subject of a Letter of Credit Participation Agreement; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business by Holdings, the Borrower or any of its Subsidiaries of obligations of the Borrower or any Loan Party (other than Holdings)of its Wholly-Owned U.S. Subsidiaries, which obligations are otherwise permitted hereunder; provided hereunder (it being understood that if no such obligation is subordinated guarantees shall be permitted to be made with respect to the Finance Obligations, such guarantee shall be subordinated to the same extent;Subordinated Holdings Discount Notes); and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness Subordinated Borrower Publicly Traded Notes so long as such guarantees are made on the same terms and conditions of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 Subordinated Publicly Traded Notes (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(bincluding without limitation subordination provisions).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.8, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(bsubsections 5.2(b) and 5.2(q); (g) Reserved; (hi) Contingent Obligations of a Credit Party arising under guarantees made by each Credit Party in the Ordinary Course of Business of obligations of any Loan Credit Party (other than Holdings, except in the case of the Second Lien Indebtedness), which obligations are otherwise permitted hereunderhereunder (including guaranties in respect of the Second Lien Indebtedness), (ii) Contingent Obligations of a Credit Party arising under guarantees made by each Credit Party in the Ordinary Course of Business of obligations of any Foreign Subsidiary of the Borrower, which obligations are otherwise permitted hereunder and the Investment represented by such guarantees is otherwise permitted by Section 5.4, and (iii) Contingent Obligations of a Foreign Subsidiary of the Borrower arising under guarantees made by each Foreign Subsidiary of the Borrower in the Ordinary Course of Business of obligations of any other Foreign Subsidiary of the Borrower permitted hereunder and the Investment represented by such guarantees is otherwise permitted by Section 5.4; provided that that, in the case of preceding clauses (i) and (ii), if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (ig) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness surety and appeals bonds, performance bonds and other similar obligations; (h) Contingent Obligations arising under Letters of Foreign Subsidiaries Credit; (including Steinway and Sons, but only for so long as it is not i) product warranties provided by a Loan Credit Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) Subsidiary of a Credit Party in an aggregate amount not to exceed $5,000,000 at any time outstandingthe Ordinary Course of Business; (j) Contingent Obligations arising under other customary indemnities incurred in the Ordinary Course of Business and otherwise permitted hereunder (including indemnities permitted by Section 5.6); and (k) other Contingent Obligations not exceeding $4,000,000 1,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(b5.2(b); (gf) ReservedContingent Obligations arising under Letters of Credit; (hg) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than HoldingsPartnership), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance 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 and other similar obligations; (i) unsecured Contingent Obligations of Holdings Borrower incurred under Commodity Agreements or forward purchase contracts (i) with respect to Indebtedness natural gas to be delivered to the Borrower for use in the ordinary course of Foreign Subsidiaries production within 60 days from the effective date of the applicable Commodity Agreements or forward purchase contracts, and (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(cii) in an aggregate amount not to exceed the greater of (x) Commodity Agreements or forward purchase contracts with respect to production to match prepaid sales of fertilizer products, and (y) Commodity Agreements or forward purchase contracts in value of up to $5,000,000 25,000,000 in the aggregate at any time outstandingoutstanding for all such Commodity Agreements or forward purchase contracts with respect to the volumes to satisfy up to 67% of maximum production capacity for a 4-month period and with respect to the delivery of natural gas to Borrower within the following 7-month period, in each case incurred by the Borrower in the Ordinary Course of Business; (j) other Contingent Obligations not exceeding $4,000,000 1,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallBorrower will, and no Loan Party shall suffer or will permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incurassume, assume incur or suffer to exist any Contingent Obligations Obligations, except in respect of the Finance Obligations and exceptfor: (a) Contingent Obligations arising in respect of the Debt under the Financing Documents and Letter of Credit Liabilities; (b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Parties Dynacq permitted under Sections 5.1(d) and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal(g) above; (d) Contingent Obligations outstanding on the date of this Agreement and set forth on Schedule 5.3; (e) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsobligations not to exceed $100,000.00 in the aggregate at any time outstanding; (ef) Contingent Obligations arising under indemnity agreements to with title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fg) 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 7.02(b); (g) Reserved;5.7; and (h) Contingent Obligations arising under guarantees made incurred in the Ordinary Course of Business of obligations of connection with any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided Permitted Sale Accounts Disposition by any Borrower that if is party to such obligation is subordinated Permitted Sale Accounts Disposition as and to the Finance Obligations, such guarantee shall be subordinated to the same extentextent permitted by Section 5.7(c) below; (i) unsecured Contingent Obligations of Holdings Dynacq with respect to Indebtedness any unsecured Subordinated Guarantee of Foreign Subsidiaries (including Steinway Dynacq with respect to Debts incurred by Vista Land and SonsEquipment and Vista Holdings, but only for so long as it LLC to the extent any such Guarantee is not a Loan Party hereunderpermitted under Section 5.1(g) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;above; and (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary VHBR arising under guarantees that certain Letter of Credit No. 2854 in the face amount of $125,000.00 issued by Capital Bank for the benefit of the Indebtedness State of Louisiana – Patients Compensation Fund, and any extension of or renewal or replacement thereof (so long as any such extension, renewal or replacement shall not increase the Parent Borrower or any outstanding face amount thereof to an amount in excess of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)$125,000.00.

Contingent Obligations. No Loan Party shall, and no Loan Party shall suffer or permit Neither the Borrower nor any of its Subsidiaries to, create, incur, assume shall directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in respect the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees 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 the Finance Borrower or such Subsidiary (including without limitation guarantees of operating lease obligations of Subsidiaries owing to third party lessors); (iv) Contingent Obligations with respect to surety, appeal and except: performance bonds obtained by the Borrower or any Subsidiary in the ordinary course of business, (v) Contingent Obligations of (a) endorsements for collection or deposit in the Ordinary Course of Business; Subsidiary Guarantors under the Subsidiary Guaranty, (b) Rate Contracts entered into in of the Ordinary Course Borrower under the Parent Guaranty or any other guaranty of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; obligations of an Alternate Currency Borrower or (c) of the Alternate Currency Borrowers under the Alternate Currency Guaranty Documentation, (vi) Contingent Obligations of the Loan Parties and their Subsidiaries existing as Subsidiary Guarantors under any guaranty of the Effective Date Indebtedness evidencing the Senior Notes and listed in Schedule 7.09the Note Agreement, including extension (vii) obligations arising under or related to the Loan Documents and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (dviii) Contingent Obligations incurred in the Ordinary Course respect of Business with representations and warranties customarily given in respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are Asset Sales otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or nor will it permit any of its Subsidiaries Subsidiary to, create, incur, assume make or suffer to exist any Contingent Obligations except in Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of the Finance Obligations and a Subsidiary), except: (a) endorsements by endorsement of instruments for deposit or collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Contracts entered into guarantees by the Borrower of the Indebtedness of Xxxxxxx Xxxxx Credit Corporation in the Ordinary Course of Business for bona fide hedging purposes and an aggregate principal amount not for speculation with the Administrative Agent’s prior written consentexceeding $50,000,000 referred to in Section 6.11(a)(vii); (c) Contingent Obligations guarantees by the Borrower with respect to settlement of the Loan Parties securities transactions by its Affiliates (including its offices and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09foreign joint ventures) extended to customers of, including extension and renewals thereof which do not increase the amount of lenders to, or clearing agencies for, such Contingent Obligations as of the date of such extension or renewalAffiliates; (d) Contingent Obligations incurred in guarantees or loans by the Ordinary Course of Business Borrower or its Subsidiaries with respect to surety and appeal bondsthe activities of Xxxxxxx Xxxxx Tax Credit Funds, performance bonds and other similar obligationsInc. or any of its Subsidiaries not exceeding the lesser of (i) $300,000,000 or (ii) 10% of Shareholders’ Equity (such guarantees or loans to be in addition to the guarantees or loans permitted by Section 6.14(g)(i)); (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue guarantees by the Borrower relating to the Administrative Agent title insurance policiesnet performance obligations of RJ Capital Services, Inc. owed to counterparties under interest rate and credit default swap transactions documented under the ISDA (International Swaps Dealer Association) form Master Agreement and applicable Addenda; (f) Contingent Obligations arising with respect to customary indemnification obligations guarantees by the Borrower (or any Subsidiary) of the Indebtedness of any other Subsidiaries in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)an aggregate principal amount not exceeding $30,000,000; (g) Reservedguarantees by RJA of obligations related to Letters of Credit issued by JPMorgan Chase Bank, N.A. for the benefit of RJA retail corporate clients, so long as repayment of any such guarantee is collateralized by securities in such customer’s RJA account; (h) Contingent Obligations arising under guarantees made Letters of Credit issued by RJ Bank in the Ordinary Course ordinary course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extentits business; (i) unsecured Contingent Obligations guarantees by the Borrower of Holdings with respect to the mortgage Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to by Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding6.11(a)(ix); (j) other Contingent Obligations not exceeding $4,000,000 in agreements of the aggregate at any time outstandingBorrower with the Office of the Controller of the Currency and Xxxxxxx Xxxxx Trust, N.A. ensuring that the latter has adequate capital and liquidity; and (k) Contingent Obligations guarantees by RJ Bank of Parent Borrower or any payment in the event of its Subsidiary arising default for exposure under guarantees interest rate swaps on behalf of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).corporate borrowers doing business with Xxxxxxx Xxxxx Capital Services, Inc.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Secured Swap Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent, except in respect of the Contingent Obligations incurred in accordance with clause (i) below; (c) Contingent Obligations of the Loan Credit Parties and their Restricted Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 Restricted Subsidiaries as compared to the terms of the date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(b5.2(b); (gf) ReservedContingent Obligations arising under Letters of Credit; (hg) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)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 Finance 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 and other similar obligations; (i) unsecured Contingent Obligations of Holdings any Credit Party incurred under Commodity Agreements with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant Hydrocarbons or synthetic gas designed to Section 7.05(j) or 7.05(c) protect against fluctuations in an aggregate amount not to exceed $5,000,000 at any time outstandingproduction 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 $4,000,000 3,000,000 in the aggregate at any time outstanding; and (kl) Contingent Obligations of Parent Borrower or any of its Subsidiary arising the Credit Parties and Restricted Subsidiaries constituting Indebtedness permitted under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.055.5(p) and 7.04(b5.5(h).

Contingent Obligations. No Loan Party shall, The Credit Parties shall not and no Loan Party shall suffer not cause or permit any of its their Subsidiaries to, create, incur, assume to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (a) endorsements for collection or deposit in the Ordinary Course Letter of BusinessCredit Obligations; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent[intentionally reserved]; (c) Contingent Obligations those resulting from endorsement of negotiable instruments for collection in the Loan Parties and their Subsidiaries existing as ordinary course of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalbusiness; (d) Contingent Obligations incurred those existing on the Closing Date and described in SCHEDULE 3.4 and any refinancings, refundings, renewals or extensions thereof by the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsapplicable Credit Party; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (f) Contingent Obligations those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions Asset Dispositions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)hereunder; (g) Reservedthose 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 the Dollar Equivalent of US$4,000,000 in aggregate liability; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise those incurred with respect to Indebtedness permitted hereunder; by SECTION 3.1 provided that if (i) any such obligation Contingent Obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated Obligations to the same extent, if any, as the Indebtedness to which it relates is subordinated to the Obligations, (ii) no Non-US Credit Party shall have any Contingent Obligation with respect to the Public Note Debt, (iii) no Credit Party shall have any Contingent Obligation with respect to the Subordinated Seller PIK Note Debt or the Seller Contingent Payment Debt except to the extent such Credit Party is permitted to have any Contingent Obligations with respect to the Public Note Debt as provided in the foregoing clause (ii), (iv) no Credit Party other than Ultimate Holdings shall have any Contingent Obligation with respect to the Subordinated Ultimate Holdings PIK Debt and (v) no Credit Party shall have any Contingent Obligation with respect to any Indebtedness of any Unrestricted Subsidiary; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sonsthose existing under the Acquisition Agreement, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingeffect on the Original Closing Date; (j) reimbursement obligations with respect to irrevocable letter of credit No. 05151630, dated January 6, 2000 and amended on June 11, 2002, issued by Bank One, Michigan on behalf US SportRack Holdings in favor of Xxxx Xxxxx and Xxxx Xxxxx in the stated amount of US$8,325,000; provided that such reimbursement obligations are collateralized in a manner satisfactory to Agent and are paid solely from cash or certificates of deposits provided by Sellers; (k) those arising with respect to customary indemnification provided to officers and directors of any Credit Party in their capacity as officers and directors of such Credit Party; (l) those arising with respect to customary indemnification provided to investment banks, accountants, consultants and other professionals in connection with potential Permitted Acquisitions or debt or equity placements that would be permitted hereunder; (m) those incurred in the ordinary course of business and not for speculative purposes to fix or hedge foreign currency risk; and (n) any other Contingent Obligations Obligation not exceeding $4,000,000 expressly permitted by clauses (a) through (m) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding; and , do not exceed the Dollar Equivalent of US$5,000,000 (kit being understood that this clause (n) Contingent Obligations of Parent Borrower or shall not affect any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 restrictions set forth in clause (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05h) and 7.04(babove).

Contingent Obligations. No Loan Party shallThe Borrowers shall not, and no Loan Party shall suffer not cause or permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligations, except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Business; business; (b) Rate Swap Contracts entered into in the Ordinary Course ordinary course of Business for bona fide hedging purposes business and not for speculation with the Administrative Agent’s prior written consent; designed to protect against fluctuations in interest rates, currency exchange rates, commodity prices or similar risks (including any Swap Contract entered into pursuant to Section 7.16 or Section 7.17); (c) Contingent Obligations of US Borrower and the Loan Parties and their Subsidiaries existing as of the Effective Original Closing Date and listed in Schedule 7.09, including extension 8.8 and renewals thereof which do not increase the amount of such Contingent Obligations of Safeline Limited and its Subsidiaries existing as of the date of such extension or renewal; Safeline Closing Date and listed in Schedule 8.8A; (d) Contingent Obligations incurred arising under (i) Surety Instruments arising in the Ordinary Course ordinary course of Business business of US Borrower or any Subsidiary or (ii) any guaranty of the performance of contractual obligations (other than obligations to pay money) of other Persons that are not Subsidiaries so long as such guaranty arises in connection with respect a project in which a Borrower or the applicable Subsidiary is otherwise involved in the ordinary course of business, not to surety and appeal bonds, performance bonds and other similar obligations; exceed in the aggregate for all Contingent Obligations pursuant to this subclause (d) the Dollar Equivalent amount of U.S. $25.0 million; (e) Contingent Guaranty Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; permitted by subsections 8.4(c), (i), (j), (k), (p), (r), (u) and (w); (f) Contingent Guaranty Obligations arising with in respect to customary indemnification obligations of the Indebtedness or other liabilities of Joint Ventures or Persons in favor which a Borrower or any Subsidiary has a minority interest or in non-Wholly-Owned Subsidiaries of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in US Borrower; provided, however, that the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 of all such Guaranty Obligations at any time outstanding; , plus the aggregate amount of all Guaranty Obligations permitted solely by this subsection (jf) 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 or the Safeline Acquisition) made after the Original Closing Date which are permitted solely by subsection 8.4(e), shall not exceed in the aggregate a Dollar Equivalent amount of U.S. $25.0 million; (g) other Contingent Obligations not at any time exceeding $4,000,000 in the aggregate at any time outstandingoutstanding a Dollar Equivalent amount of U.S. $5.0 million; and (kh) Contingent Obligations of Parent Borrower or any of its Subsidiary the Guarantees and reimbursement obligations arising under guarantees the Loan Documents in respect of the Indebtedness drawings under Letters of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 Credit; (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(bi).

Contingent Obligations. No Loan Party shall, Borrower will not and no Loan Party shall suffer or will not permit any of its Subsidiaries to, create, incur, assume directly or suffer indirectly to exist create or become or be liable with respect to any Contingent Obligations except in respect of Obligation except, to the Finance Obligations and exceptextent permitted by the Financing Documents: (aA) endorsements for collection or deposit in the Ordinary Course of BusinessRisk Participation Liability; (bB) Rate Contracts entered into those resulting from endorsement of negotiable instruments for collection in the Ordinary Course ordinary course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentbusiness; (cC) Contingent Obligations of those existing on the Loan Parties and their Subsidiaries existing as of the Restatement Effective Date and listed described in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal3.4 annexed hereto; (dD) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (fE) Contingent Obligations those arising with respect to customary indemnification obligations incurred in favor connection with Asset Dispositions; (F) those 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 $500,000 in aggregate liability; (G) currency or interest rate swap agreements or other similar arrangements entered into in the ordinary course of business, so long as (i) sellers such swap is not speculative in connection with Acquisitions permitted hereunder and nature, (ii) purchasers is related to income related to foreign currency or interest rate exposure of Borrower or any Subsidiary or otherwise related to purchases permitted hereunder from foreign suppliers, or (iii) is entered into to protect Borrower or any of its Subsidiaries against fluctuations in connection with dispositions permitted under Section 7.02(b)the prices of materials used in their businesses; (gH) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings those incurred with respect to Indebtedness of Foreign Subsidiaries permitted by subsection 3.1; and (including Steinway and SonsI) any other Contingent Obligation not expressly permitted by clauses (A) through (H) above, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) such other Contingent Obligations not exceeding $4,000,000 Obligations, in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b), do not exceed $2,000,000.

Contingent Obligations. No Loan Party Obligor or Subsidiary shall, and no Loan Party shall suffer directly or permit any of its Subsidiaries toindirectly, create, incur, assume create or suffer become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (a) pursuant to Section 6; (b) Contingent Obligations in respect of operating leases to the extent permitted under Section 9.22; (c) Contingent Obligations of Borrower or any Subsidiary in respect of Indebtedness or other liabilities of Borrower or any Wholly Owned Subsidiary which is an Obligor (other than IMSAMET or any of its Subsidiaries or any of their successors) to the extent that the existence of such Indebtedness or other liabilities is not prohibited under this Agreement; (d) other Contingent Obligations which, together with the amount of Indebtedness incurred under Section 9.08(h) (but without duplication), does not exceed $15.0 million in the aggregate at any time outstanding; (e) endorsements for collection or deposit in the Ordinary Course ordinary course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policiesbusiness; (f) Contingent Obligations arising with respect of Borrower and the Subsidiaries existing as of the Original Closing Date and listed in Schedule 8.02 and renewals, extensions, modifications and replacements thereof that do not increase the amount thereof or provide for terms materially less favorable 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 7.02(b)any Obligor; (g) ReservedSwap Contracts entered into in the ordinary course of business and designed to protect the Obligors against fluctuations in interest rates, currency exchange rates, commodity prices or similar risks; (h) Contingent Obligations in connection with Dispositions permitted under Section 9.06, arising under guarantees made in the Ordinary Course of Business of obligations connection with indemnification and other agreements in respect of any Loan Party (other than Holdings)contract relating to such Disposition, not to exceed the consideration received by Borrower or any Subsidiary in connection with such sale and excluding in all cases any Contingent Obligation with respect to any obligation of any third person incurred in connection with the acquisition of the Property which obligations are otherwise permitted hereunderis the subject of such Disposition; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent;and (i) unsecured Contingent Obligations of Holdings incurred in connection with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long the Alchem Acquisition as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) set forth in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(bSchedule 9.24(i).

Contingent Obligations. No Loan Party shallwill, and no Loan Party shall suffer or nor will it permit any of its Subsidiaries to, createdirectly or indirectly, incur, assume create or suffer become or remain liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation, except: (a) endorsements for collection or deposit in the Ordinary Course of BusinessParent and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under Section 5.11; (b) Rate Contracts entered into Parent and its Subsidiaries may become and remain liable with respect to Contingent Obligations in the Ordinary Course respect of Business for bona fide hedging purposes customary indemnification and not for speculation purchase price adjustment obligations incurred in connection with the Administrative Agent’s prior written consentAsset Sales or other sales of assets, or any acquisition or other Investment expressly permitted by Section 6.3; (c) Contingent Obligations of the Loan Parties Parent and their its Subsidiaries existing as of the Effective Date may become and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business remain liable with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course ordinary course of Business business of the obligations of any Loan Party (other than Holdings)suppliers, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligationscustomers, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations franchisees and licensees of Holdings with respect to Indebtedness of Foreign Company and its Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed at any time $5,000,000 500,000; (d) Parent and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Parent or any of its Subsidiaries permitted by Section 6.1; (e) Parent and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 6.4 annexed hereto; (f) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations consisting of guaranties of loans made to officers, directors or employees of any Loan Party in an aggregate amount which shall not exceed $500,000 at any time outstanding; (jg) other Parent and its Subsidiaries may become and remain liable with respect to Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstandingconsisting of guaranties by a Subsidiary of obligations of Parent or Company under leases for real or personal property, provided that such Subsidiary will utilize all or a portion of such property; (h) Parent and its Subsidiaries may become and remain liable with respect to Indebtedness permitted by Section 6.1(a), Section 6.1(e), Section 6.1(f), Section 6.1(j), Section 6.1(l), Section 6.1(m) and Section 6.1(o); and (ki) Parent and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Loan Parties in respect of all such Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)shall at no time exceed $2,000,000.

Contingent Obligations. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Swap Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentpermitted by Section 7.2(d); (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.097.21 of the Disclosure Schedules, including extension extensions and renewals thereof which do not increase the principal amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Loan Parties or their Subsidiaries as compared to the terms of the date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(b7.5(i); (f) Contingent Obligations arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees Guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Parent or Holdings), ) which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee Guarantee shall be subordinated to the same extent; (ih) unsecured Contingent Obligations incurred in the Ordinary Course of Holdings Business with respect to Indebtedness of Foreign Subsidiaries (including Steinway A) surety and Sonsappeals bonds, but only for so long as it is not a Loan Party hereunderperformance bonds and other similar obligations, and (B) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingoperating leases; (ji) other Contingent Obligations not exceeding $4,000,000 500,000 in the aggregate at any time outstanding; and (kj) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant Guarantees other than those described in clause (g) in an aggregate amount not to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)exceed $500,000.

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consent; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, 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 date of such extension Contingent Obligation being renewed or renewalextended; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (fe) 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 7.02(b5.2(b); (f) Contingent Obligations arising under Letters of Credit; (g) Reserved; (h) Contingent Obligations arising under guarantees guaranties made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings)Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the same extent;; and (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (jh) other Contingent Obligations not exceeding $4,000,000 350,000 in the aggregate at any time outstanding; and (k) Contingent Obligations . For the avoidance of Parent Borrower or any of its Subsidiary doubt, obligations arising under guarantees purchase contracts entered into with growers by Borrowers in the Ordinary Course of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that Business are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)not considered “Contingent Obligations.”

Contingent Obligations. No Loan Party shallThe Borrower and each Guarantor shall not, and no Loan Party shall suffer or not permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Derivative Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentpermitted under Section 8.10 hereof; (c) Contingent Obligations obligations under plugging bonds, performance bonds and fidelity bonds issued for the account of the Loan Parties Borrower or its Subsidiaries, obligations to indemnify or make whole any surety and their Subsidiaries existing as similar agreements incurred in the ordinary course of business and obligations of the Effective Date Borrower under the Purchase and listed in Schedule 7.09Sale Agreement dated November 4, including extension 1998, as amended by the First Amendment to Purchase and renewals thereof which do not increase Sale Agreement dated January 13, 1999, among the amount of such Contingent Obligations as of the date of such extension or renewalBorrower, Ellwood, Chevron U.S.A., Inc. and Chevron Pipeline Company; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety this Agreement and appeal bonds, performance bonds and other similar obligationseach Guaranty; (e) the Real Estate Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policiesObligations; (f) Contingent Guaranty Obligations arising with of the Guarantors in respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and the First Lien Obligations, (ii) purchasers in connection with dispositions permitted under Section 7.02(bthe Obligations, (iii) the Senior Note Debt Documents and (iv) any Permitted Indebtedness incurred pursuant to clauses (d), (f) or (g) thereof; (g) Reserved;indemnity obligations of the Borrower under the Purchase and Sale Agreement dated as of December 3, 2004 among the Borrower and the members of Xxxxxxx Energy, LLC; and (h) Contingent Obligations arising under guarantees made obligations of the Borrower’s Subsidiaries in respect of “Assumed Liabilities” as such term is defined in the Ordinary Course Purchase and Sale Agreement dated as of Business of obligations of any Loan Party (other than Holdings)August 20, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations2004 among Tri-Union Development Corporation and Tri-Union Operating Company, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway as sellers and SonsTexCal Energy, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)purchaser.

Contingent Obligations. No Loan Party shall, The Credit Parties shall not and no Loan Party shall suffer not cause or permit any of its their Subsidiaries to, create, incur, assume to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (a) endorsements for collection or deposit in Contingent Obligations with respect to the Ordinary Course Second Lien Loan Obligations and Letter of BusinessCredit Obligations; (b) those arising under Interest Rate Contracts Agreements or other hedging agreements entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation compliance with the Administrative Agent’s prior written consentSECTION 5.1; (c) Contingent Obligations those resulting from endorsement of negotiable instruments for collection in the Loan Parties and their Subsidiaries existing as ordinary course of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewalbusiness; (d) Contingent Obligations incurred those existing on the Closing Date and described in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligationsSCHEDULE 5.4; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (f) Contingent Obligations those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions Asset Dispositions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.02(b)hereunder; (g) Reservedthose incurred in the ordinary course of business with respect to (i) surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $1,000,000 in aggregate liability and (ii) bonds required to be posted in connection with worker's compensation insurance not exceeding at any time outstanding $3,000,000 in aggregate liability; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise those incurred with respect to Indebtedness permitted hereunder; by SECTION 5.1 provided that if (i) any such obligation Contingent Obligation is subordinated to the Finance Obligations, such guarantee shall be Obligations to the same extent as the Indebtedness to which it relates is subordinated to the same extentObligations and (ii) no Credit Party may incur Contingent Obligations in respect of Indebtedness incurred by any Person that is not a Credit Party under this clause (h); (i) unsecured Contingent Obligations guaranties of leases for leased premises of any Credit Party issued by Holdings and Borrower in ordinary course of business consistent with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;past practices; and (j) any other Contingent Obligations Obligation not exceeding $4,000,000 expressly permitted by clauses (a) through (i) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding; and (k) , do not exceed $1,500,000 and no Credit Party may incur Contingent Obligations in respect of Parent Borrower or Indebtedness incurred by any of its Subsidiary arising Person that is not a Credit Party under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 this clause (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(bj).

Contingent Obligations. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and except: (a) endorsements for collection or deposit in the Ordinary Course of Business; (b) commodities hedging agreements and unsecured Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentspeculation; (c) Contingent Obligations of the Loan Credit Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.095.9, including extension extensions, replacements and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies; (f) 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 7.02(bsubsection 5.2(b); (g) ReservedContingent Obligations arising under Letters of Credit (provided, however, that any Letter of Credit supporting any obligation of an Excluded Subsidiary (other than any member of the BST Group) shall be subject to the limitations set forth in Section 5.4(a)); (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Credit Party (other than HoldingsITG), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations arising under a secured guaranty by the Credit Parties of Holdings with respect the Indebtedness under the Mexican Facility subject to Indebtedness the terms of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstandingthe Intercreditor Agreement; (j) Contingent Obligations of any Credit Party in respect of Indebtedness otherwise permitted under Section 5.5(a), (h), (i) and (j); (k) unsecured guaranties by a US Credit Party of a Foreign Subsidiary’s obligations under extended term cotton purchase agreements; provided, that the Accounts generated from sales by such Foreign Subsidiary are owned by the applicable US Credit Party; and (l) other Contingent Obligations not exceeding the US Dollar Equivalent of $4,000,000 2,500,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b).

Contingent Obligations. No Loan Party shall, and no Each Loan Party shall suffer not, and shall not cause or permit any of its Subsidiaries to, create, incur, assume directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligations except in respect of the Finance Obligations and Obligation except: (a) endorsements for collection or deposit in the Ordinary Course Letter of BusinessCredit Liability; (b) Rate Contracts entered into those resulting from endorsement of negotiable instruments for collection in the Ordinary Course ordinary course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentbusiness; (c) Contingent Obligations of those existing on the Loan Parties and their Subsidiaries existing as of the Effective Closing Date and listed described in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal7.5; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (e) those 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) those incurred with respect to Indebtedness permitted by subsection 7.1 provided that (i) 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 (ii) no Loan Party may incur Contingent Obligations under this clause (f) in respect of Indebtedness incurred by any Person that is not a Loan Party unless permitted pursuant to subsection 7.7; (g) those arising under that certain Guaranty dated as of August 5, 2005 and executed by US Borrower in favor of Cargill pursuant to which US Borrower agreed to guarantee certain Indebtedness pursuant to the Cargill Documents (to the extent such Indebtedness is permitted to be incurred pursuant to subsection 7.1(i)); (h) those arising under Interest Rate Agreements entered into by Borrowers to protect against fluctuations in interest rates with respect to the Loans so long as the purpose of any such agreement is a bona fide hedging activity (and is not for speculative purposes); (i) those arising with respect to customary indemnification obligations in favor of (i) sellers incurred in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with asset dispositions permitted under Section 7.02(b); (g) Reserved; (h) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extent; (i) unsecured Contingent Obligations of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) in an aggregate amount not to exceed $5,000,000 at any time outstanding;and (j) any other Contingent Obligations Obligation to the extent not exceeding $4,000,000 permitted by clauses (a) through (i) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding; and , do not exceed $4,000,000 (k) minus any Contingent Obligations of Parent Borrower or any of its Subsidiary arising permitted under guarantees of clause (i) above, valued based on the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05reasonably anticipated liability therefor) and 7.04(bno Loan Party may incur Contingent Obligations in respect of Indebtedness incurred by any Person that is not a Loan Party under this clause (j).

Contingent Obligations. No Loan Such Credit Party shallwill not, and no Loan Party shall suffer or will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incurassume, assume incur or suffer to exist any Contingent Obligations Obligations, except in respect of the Finance Obligations and exceptfor: (a) Contingent Obligations arising under the Financing Documents; (b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course ordinary course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentbusiness; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of outstanding on the date of such extension or renewalthis Agreement as set forth in the Information Certificate, to the extent set forth therein; (d) Contingent Obligations incurred in the Ordinary Course ordinary course of Business business with respect to surety and appeal bonds, performance bonds and other similar obligationsobligations not to exceed $1,000,000 in the aggregate at any time outstanding; (e) Contingent Obligations arising under indemnity agreements to with title insurers to cause such title insurers to issue to the Administrative Agent mortgagee title insurance policies; (f) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations existing or arising under any Swap Contract, provided that such obligations are unsecured and are (or were) entered into by a Credit Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation; (g) 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 7.02(b); (g) Reserved5.8; (h) Contingent Obligations arising under representing guarantees made in the Ordinary Course by a Credit Party of Business of obligations of any Loan Party another Credit Party’s Debt or other obligations, so long as (i) such Debt or other than Holdings), which obligations are otherwise permitted hereunder; provided that to exist pursuant to the terms of this Agreement and (ii) if such obligation is Debt or other obligations are subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the Obligations on the same extentterms as such Debt or other obligations are subordinated to the Obligations; (i) unsecured Contingent Obligations arising under the Venturi Staffing Purchase Agreement, as in effect on the date hereof, including, without limitation the transition services and guarantees of Holdings with respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) leases contemplated therein in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 5,500,000 in the aggregate at any time outstanding; and (kj) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)Second Lien Debt Documents.

Contingent Obligations. No Loan Party shallThe Borrowers shall not, and no Loan Party shall suffer not cause or permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Finance Obligations and Obligations, except: (a) endorsements for collection or deposit in the Ordinary Course ordinary course of Businessbusiness; (b) Rate Swap Contracts entered into in the Ordinary Course ordinary course of Business for bona fide hedging purposes business and not for speculation with the Administrative Agent’s prior written consentdesigned to protect against fluctuations in interest rates, currency exchange rates, commodity prices or similar risks (including any Swap Contract entered into pursuant to Section 7.16 or Section 7.17); (c) Contingent Obligations of US Borrower and the Loan Parties and their Subsidiaries existing as of the Effective Closing Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal8.8; (d) Contingent Obligations incurred arising under (i) Surety Instruments arising in the Ordinary Course ordinary course of Business business of US Borrower or any Subsidiary or (ii) any guaranty of the performance of contractual obligations (other than obligations to pay money) of other Persons that are not Subsidiaries so long as such guaranty arises in connection with respect a project in which a Borrower or the applicable Subsidiary is otherwise involved in the ordinary course of business, not to surety and appeal bonds, performance bonds and other similar obligationsexceed in the aggregate for all Contingent Obligations pursuant to this subclause (d) the Dollar Equivalent amount of U.S. $25 million; (e) Contingent Guaranty Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policiespermitted by subsections 8.4(c), (k), (p), (r), (u) and (w); (f) Contingent Guaranty Obligations arising with in respect to customary indemnification obligations of the Indebtedness or other liabilities of Joint Ventures or Persons in favor which a Borrower or any 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 (if) sellers in connection with Acquisitions permitted hereunder which are paid after the date hereof and (iiwithout duplication) purchasers 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 connection with dispositions permitted under Section 7.02(b)the aggregate a Dollar Equivalent amount of U.S. $25 million; (g) Reservedother Contingent Obligations not at any time exceeding in the aggregate a Dollar Equivalent amount of U.S. $5 million; (h) Contingent Obligations the Guarantees and reimbursement obligations arising under guarantees made the Loan Documents in the Ordinary Course respect of Business drawings under Letters of obligations of any Loan Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Finance Obligations, such guarantee shall be subordinated to the same extentCredit; (i) unsecured Contingent Guaranty Obligations by Domestic Subsidiaries of Holdings with US Borrower in respect to Indebtedness of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted US Borrower's obligations under the Senior Subordinated Notes pursuant to Section 7.05(j) or 7.05(c) the Senior Subordinated Note Documents as in an aggregate amount not to exceed $5,000,000 at any time outstandingeffect on the Closing Date; (j) other Contingent the Ciba Reimbursement Agreement; (k) Guaranty Obligations not exceeding $4,000,000 in the aggregate at any time outstandingof Foreign Subsidiaries under letters of credit; and (kl) Contingent 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 Parent assets permitted under Section 8.2, arising in connection with indemnification and other agreements in respect of any contract relating to such sale, not to exceed the consideration received by US Borrower or any Subsidiary in connection with such sale and excluding in all cases any Guaranty Obligation with respect to any obligation of its Subsidiary arising under guarantees of any third person incurred in connection with the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors acquisition of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)assets.

Contingent Obligations. No Loan Such Credit Party shallwill not, and no Loan Party shall suffer or will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incurassume, assume incur or suffer to exist any Contingent Obligations Obligations, except in respect of the Finance Obligations and exceptfor: (a) Contingent Obligations arising under the Financing Documents; (b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course ordinary course of Business; (b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with the Administrative Agent’s prior written consentbusiness; (c) Contingent Obligations of the Loan Parties and their Subsidiaries existing as of the Effective Date and listed in Schedule 7.09, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of outstanding on the date of such extension or renewalthis Agreement as set forth in the Information Certificate, to the extent set forth therein; (d) Contingent Obligations incurred in the Ordinary Course ordinary course of Business business with respect to surety and appeal bonds, performance bonds and other similar obligationsobligations not to exceed $1,000,000 in the aggregate at any time outstanding; (e) Contingent Obligations arising under indemnity agreements to with title insurers to cause such title insurers to issue to the Administrative First Lien Agent and Collateral Agent mortgagee title insurance policies; (f) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations existing or arising under any Swap Contract, provided that such obligations are unsecured and are (or were) entered into by a Credit Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation; (g) 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 7.02(b); (g) Reserved5.8; (h) Contingent Obligations arising under representing guarantees made in the Ordinary Course by a Credit Party of Business of obligations of any Loan Party another Credit Party's Debt or other obligations, so long as (i) such Debt or other than Holdings), which obligations are otherwise permitted hereunder; provided that to exist pursuant to the terms of this Agreement and (ii) if such obligation is Debt or other obligations are subordinated to the Finance Obligations, such guarantee guaranty shall be subordinated to the Obligations on the same extentterms as such Debt or other obligations are subordinated to the Obligations; (i) unsecured Prior to the replacement of all outstanding letters of credit issued prior to the Closing Date by CIT Group/Business Credit, Inc., Contingent Obligations arising under such letters of Holdings with respect to Indebtedness credit; (j) Contingent Obligations arising under the Venturi Staffing Purchase Agreement, as in effect on the date hereof, including without limitation, the transition services and guarantees of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) permitted pursuant to Section 7.05(j) or 7.05(c) 49 leases contemplated therein in an aggregate amount not to exceed $5,000,000 at any time outstanding; (j) other Contingent Obligations not exceeding $4,000,000 5,500,000 in the aggregate at any time outstanding; and (k) Contingent Obligations of Parent Borrower or any of its Subsidiary arising under guarantees of the Indebtedness of the Parent Borrower or any of its Subsidiaries permitted pursuant to Sections 7.05 (only to the extent that Parent Borrower or any of its Subsidiary that are guarantors of such Indebtedness would be permitted to incur such Indebtedness as primary obligors pursuant to Section 7.05) and 7.04(b)First Lien Debt Documents.