Common use of Contingent Obligations Clause in Contracts

Contingent Obligations. The Parent and the Borrower will not, nor will they permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (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, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into in the ordinary course of business by the Parent or any of the Subsidiaries, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent and the Borrower Company will not, nor will they it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor by endorsement of purchasers in connection with asset dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s charter and bylaws (instruments for deposit or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into collection in the ordinary course of business by business, (ii) the Parent Guaranty, (iii) Contingent Obligations of special-purpose finance Subsidiaries, provided that no Person has recourse against the Company or any Significant Subsidiary for such Contingent Obligations, (iv) Contingent Obligations arising from the sale by Pyxis Corporation of lease receivables, leases or equipment, provided that the aggregate amount of such Contingent Obligations do not at any time exceed 10% of Adjusted Tangible Net Worth, (v) Contingent Obligations arising out of operating or synthetic leases entered into by Subsidiaries of the SubsidiariesCompany, provided that the aggregate amount of such Contingent Obligations do not at any time exceed 25% of Adjusted Tangible Net Worth, and (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14in addition to those described in (i)-(v) above, provided that to the extent aggregate amount of such Indebtedness is subordinated to the Secured additional Contingent Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (viiwithout duplication) non-financial indemnities and guarantees do not at any time exceed 25% of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing GuaranteesAdjusted Tangible Net Worth.

Contingent Obligations. The Parent and the Borrower Company will not, nor and will they not permit any Subsidiary of its Subsidiaries to, make directly or suffer indirectly, create or become or be liable with respect to exist any Contingent Obligation except: (including, without limitation, any Contingent Obligation with respect to i) guarantees resulting from endorsement of negotiable instruments for collection in the obligations ordinary course of a Subsidiary), except business; (ii) Interest Rate Agreements and Currency Protection Agreements; (iii) Contingent Obligations arising with respect to (i) this Agreement under the Surety Obligations and the other Loan Documents, Surety Arrangement; (iiiv) customary indemnification obligations in favor Contingent Obligations arising as a direct consequence of purchasers the Transaction or in connection with asset dispositions permitted hereunder, (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, Designated Acquisitions; (v) guarantees of the Company's obligations under the Public Notes by its Subsidiaries; (avi) real property leases contingent reimbursement obligations under letters of credit (including Letters of Credit) permitted hereunder; (vii) other Contingent Obligations not to exceed $500,000 in the aggregate for the Company and its Subsidiaries outstanding at any one time; (bviii) personal property Operating Leases, existing guarantees and letters of credit set forth on Schedule 7.18(viii); (ix) reserves for adjustment in each case entered into respect of the sales price in connection with any Asset Sale established in accordance with GAAP; (x) guarantees by the Company of obligations of its Subsidiaries not constituting Indebtedness; and (xi) customary indemnification and liquidated damage obligations in connection with sales of assets in the ordinary course of business by the Parent or any of the Subsidiaries, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guaranteesbusiness.

Contingent Obligations. The Parent and the Borrower will notCreate, nor will they permit any Subsidiary toincur, make assume or suffer to exist any Contingent Obligation Obligation, except: (includinga) Contingent Obligations pursuant to the Guarantee Agreement, without limitation, the First Lien Loan Documents and the other Transaction Documents; (b) Contingent Obligations to the extent considered Indebtedness permitted by Section 6.01; (c) Contingent Obligations of Borrower or any Contingent Obligation Subsidiary Guarantor with respect to obligations of Borrower or any Subsidiary Guarantor otherwise permitted hereunder; provided that, in each case, if the primary obligation being guaranteed is subordinated to the Loans or the Guarantee Agreement (or the obligations of a Subsidiarythereunder), except such guarantees are subordinated to the Loans or the Guarantee Agreement (and the obligation thereunder) on substantially the same basis as such primary obligation is subordinated; (d) Contingent Obligations arising with respect pursuant to guarantees under leases; (ie) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers Contingent Obligations in connection with asset dispositions workers’ compensation obligations, and in connection with performance, surety and appeal bonds, and similar obligations incurred in the ordinary course of business of Borrower and the Subsidiaries; (f) Hedging Agreements permitted hereunder, (iii) customary indemnification obligations under such Person’s charter and bylaws (by Section 6.08 or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case otherwise entered into in the ordinary course of business by the Parent or any of the Subsidiaries, to hedge obligations and not for speculative purposes; (vig) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, permitted by Section 6.01(j); (viih) non-financial indemnities and guarantees of performance made endorsements for collection in the ordinary course of business business; and (i) Contingent Obligations of Holdco permitted by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing GuaranteesSection 6.14(iii).

Contingent Obligations. The Parent and the Borrower Company will not, nor will they it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary)) in respect of any Indebtedness, except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor by endorsement of purchasers in connection with asset dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s charter and bylaws (instruments for deposit or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into collection in the ordinary course of business by business; (ii) Contingent Obligations of any Subsidiary with respect to Indebtedness of another Subsidiary or the Parent or any Company and Contingent Obligations of the Subsidiaries, Company with respect to Indebtedness of a Subsidiary; (iii) Contingent Obligations of the Company under Article IX; (iv) Contingent Obligations existing on the Distribution Date; (v) Contingent Obligations with respect to the Facility Letters of Credit; (vi) other Contingent Obligations constituting guarantees under Rate Hedging Agreements; (vii) Contingent Obligations with respect to customary indemnifications and purchase price adjustment obligations incurred in connection with mergers, Acquisitions, Investments and sales of Indebtedness permitted under Section 6.14, provided that assets (in each case to the extent such Indebtedness merger, Acquisition, Investment or sale of assets is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business otherwise permitted by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and this Agreement); (viii) Permitted Customer Financing Guarantees.Contingent Obligations with respect to Indebtedness permitted by Section 6.10; (ix) Contingent Obligations with respect to customary product and service warranties;

Contingent Obligations. The Parent and the Borrower will notCreate, nor will they permit any Subsidiary toincur, make assume or suffer to exist any Contingent Obligation Obligation, except: (includinga) Contingent Obligations pursuant to the Guarantee Agreement, without limitation, the Second Lien Loan Documents and the other Transaction Documents; (b) Contingent Obligations to the extent considered Indebtedness permitted by Section 6.01; (c) Contingent Obligations of Borrower or any Contingent Obligation Subsidiary Guarantor with respect to obligations of Borrower or any Subsidiary Guarantor otherwise permitted hereunder; provided that, in each case, if the primary obligation being guaranteed is subordinated to the Loans or the Guarantee Agreement (or the obligations of a Subsidiarythereunder), except such guarantees are subordinated to the Loans or the Guarantee Agreement (and the obligation thereunder) on substantially the same basis as such primary obligation is subordinated; (d) Contingent Obligations arising with respect pursuant to guarantees under leases; (ie) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers Contingent Obligations in connection with asset dispositions workers’ compensation obligations, and in connection with performance, surety and appeal bonds, and similar obligations incurred in the ordinary course of business of Borrower and the Subsidiaries; (f) Hedging Agreements permitted hereunder, (iii) customary indemnification obligations under such Person’s charter and bylaws (by Section 6.08 or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case otherwise entered into in the ordinary course of business by the Parent or any of the Subsidiaries, to hedge obligations and not for speculative purposes; (vig) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, permitted by Section 6.01(j); (viih) non-financial indemnities and guarantees of performance made endorsements for collection in the ordinary course of business business; and (i) Contingent Obligations of Holdco permitted by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing GuaranteesSection 6.14(iii).

Contingent Obligations. The Parent and the Borrower will notCreate, nor will they permit any Subsidiary toincur, make assume or suffer to exist any Contingent Obligation Obligation, except: (includinga) the Guarantees; (b) other guarantees by Borrower or any Qualified Subsidiary incurred in the ordinary course of business for an aggregate amount at any time outstanding not to exceed $10,000,000; (c) guarantees by Borrower or any Qualified Subsidiary of obligations of Borrower or any Qualified Subsidiary otherwise permitted hereunder; provided that, without limitationin each case, if the primary obligation being guaranteed is subordinated to the Loans or the Guarantees, such guarantees are subordinated to the Loans or the Guarantees on substantially the same basis as such primary obligation is subordinated; (d) Contingent Obligations existing on the Closing Date and described in Schedule 8.3(d) and Contingent Obligations relating to any Indebtedness permitted under subsection 8.1(a); (e) guarantees of obligations to 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 subsection 8.6(f), shall not exceed $5,000,000 at any time outstanding; (f) Contingent Obligation Obligations in connection with workers’ compensation obligations, and in connection with performance, surety and appeal bonds, and similar obligations (including with respect to Franchises) incurred in the obligations ordinary course of a Subsidiary)business, except Contingent Obligations arising with respect to of Borrower and its Qualified Subsidiaries; (ig) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions Hedge Agreements permitted hereunder, (iii) customary indemnification obligations under such Person’s charter and bylaws (by subsection 8.8 or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case otherwise entered into in the ordinary course of business by the Parent or any of the Subsidiaries, to hedge obligations and not for speculative purposes; (vih) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made endorsements for collection in the ordinary course of business business; and (i) guarantees by the Parent or any Subsidiary that would not, individually or in Guarantors of the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing GuaranteesSubordinated Notes.

Contingent Obligations. The Parent and the No Borrower will notwill, nor will they the Company permit any other Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, including, without limitation, Reimbursement Obligations (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (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, (v) guarantees of (a) real property leases of the Company and its Subsidiaries and (b) personal property Operating LeasesLeases of the Company and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Company or any of the Subsidiaries, (vi) the Receivables Purchase Facility and (vii) other Contingent Obligations constituting guarantees of Indebtedness of the Company or any of its Subsidiaries permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent Credit Parties shall not and the Borrower will not, nor will they shall not cause or permit any Subsidiary to, make their Subsidiaries to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligation except: (including, without limitation, any Contingent Obligation with respect to the a) those constituting Obligations; (b) Letter of Credit Obligations and obligations of a Subsidiary), except Contingent Obligations Borrowers in respect of letters of credit outstanding on the Closing Date and constituting Prior Lender Obligations; (c) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (d) those existing on the Closing Date and described in Schedule 3.4; (e) those arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (f) those arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers incurred in connection with asset dispositions Asset Dispositions permitted hereunder, ; (iiig) 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, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into 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; (h) those incurred with respect to Indebtedness permitted by the Parent or any of the Subsidiariesparagraphs (a), (vib), (c), (e), (f), (i) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14and, provided that to the extent such Indebtedness Contingent Obligation is outstanding on the Closing Date, (j) of Section 3.1 provided that any such Contingent Obligation is subordinated to the Secured Obligations each such Contingent Obligation shall be if and to the same extent as the Indebtedness to which it relates is subordinated to the Secured Obligations on terms reasonably acceptable to the AgentObligations; (i) any other Contingent Obligation not expressly permitted by clauses (a) through (h) above, (vii) non-financial indemnities and guarantees of performance made so long as any such other Contingent Obligations, in the ordinary course of business by the Parent or aggregate at any Subsidiary that would nottime outstanding, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guaranteesdo not exceed $1,000,000.

Contingent Obligations. The Parent and the Borrower Company will not, nor will they it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor by endorsement of purchasers in connection with asset dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s charter and bylaws (instruments for deposit or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into collection in the ordinary course of business by the Parent or any of the Subsidiariesbusiness, (viii) other Contingent Obligations constituting the Reimbursement Obligations, (iii) in respect of customary indemnities (and guarantees thereof) provided in connection with any Asset Sale permitted under Section 6.13, (iv) the Guarantees and guarantees of Indebtedness to the extent that and so long as such Indebtedness is permitted under by Section 6.146.11, provided that to (a) only Subsidiary Guarantors may guarantee Indebtedness of the extent such Company other than the Obligations and (b) guarantees of Subordinated Indebtedness is subordinated to of the Secured Obligations each such Contingent Obligation Company shall be subordinated to the Secured Obligations Domestic Subsidiary Guaranty on terms reasonably acceptable to the Agentsame basis, (viiv) non-financial indemnities Contingent Obligations existing on the Closing Date and described in Schedule 6.18 (excluding Contingent Obligations with respect to Indebtedness described in clause (iv) above), (vi) guarantees by the Company of performance made obligations of Foreign Subsidiaries under customer contracts in the ordinary course of business business, (vii) guarantees by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect Company of obligations of Foreign Subsidiaries under Operating Leases permitted hereunder and (viii) Permitted Customer Financing Guaranteesother Contingent Obligations not otherwise permitted by clauses (i) through (vii) above not exceeding $20,000,000 in the aggregate outstanding at any one time.

Contingent Obligations. The Parent and the Borrower will not, nor and will they not permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (ia) this Agreement and the other Loan Documents, including, without limitation, Reimbursement Obligations (iib) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (iiic) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (ivd) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (ve) guarantees of (ai) real property leases of the Borrower and its Subsidiaries and (bi) personal property Operating LeasesLeases of the Borrower and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Borrower or any of the Subsidiaries, (vif) any Receivables Purchase Facility, and (g) other Contingent Obligations constituting guarantees of Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations Obligations, each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Administrative Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent and the No Borrower will notwill, nor will they the Company permit any other Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, including, without limitation, Reimbursement Obligations (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s '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, (v) guarantees of (a) real property leases of the Company and its Subsidiaries and (b) personal property Operating LeasesLeases of the Company and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Company or any of the Subsidiaries, (vi) the Receivables Purchase Facility and (vii) other Contingent Obligations constituting guarantees of Indebtedness of the Company or any of its Subsidiaries permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent Borrower shall not and the Borrower will not, nor will they shall not cause or permit any Subsidiary to, make its Subsidiaries to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligation except: (including, without limitation, any Contingent Obligation with respect a) letters of credit under the First Lien Credit Agreement; (b) Interest Rate Obligations; (c) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (d) those existing on the Closing Date and described in Schedule 3.4; (e) those arising under indemnity agreements to the obligations of a Subsidiary), except Contingent Obligations title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (f) those arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers incurred in connection with asset dispositions Asset Dispositions permitted hereunder, ; (iiig) 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, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into those incurred in the ordinary course of business by the Parent or any of the Subsidiarieswith respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations; (vih) other Contingent Obligations constituting guarantees of those incurred with respect to Indebtedness permitted under by Section 6.14, 3.1 and of other obligations not prohibited hereunder; provided that to the extent any such Indebtedness Contingent Obligation is subordinated to the Secured Obligations each such Contingent Obligation shall be to the same extent as the Indebtedness to which it relates is subordinated to the Secured Obligations; (i) Contingent Obligations on terms reasonably acceptable to arising from the Agentguarantee by any Credit Party of any Indebtedness otherwise permitted by Section 3.1; and (j) any other Contingent Obligation not expressly permitted by clauses (a) through (h) above, (vii) non-financial indemnities and guarantees of performance made so long as any such other Contingent Obligations, in the ordinary course of business by the Parent or aggregate at any Subsidiary that would nottime outstanding, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guaranteesdo not exceed $1,000,000.

Contingent Obligations. The Parent Credit Parties shall not and the Borrower will not, nor will they shall not cause or permit any Subsidiary to, make their Subsidiaries to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligation except: (including, without limitation, any Contingent Obligation with respect a) Letter of Credit Obligations; (b) Omitted; (c) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (d) those existing on the Closing Date and described in Schedule 3.4; (e) those arising under indemnity agreements to the obligations of a Subsidiary), except Contingent Obligations title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (f) those arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers incurred in connection with asset dispositions Asset Dispositions permitted hereunder, ; (iiig) 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, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into those incurred in the ordinary course of business by the Parent or any of the Subsidiarieswith respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations; (vih) other Contingent Obligations constituting guarantees of those incurred with respect to Indebtedness permitted under by Section 6.143.1 and of other obligations not prohibited hereunder, provided that to the extent any such Indebtedness Contingent Obligation is subordinated to the Secured Obligations each such Contingent Obligation shall be to the same extent as the Indebtedness to which it relates is subordinated to the Secured Obligations on terms reasonably acceptable to the AgentObligations; (i) any other Contingent Obligation not expressly permitted by clauses (a) through (h) above, (vii) non-financial indemnities and guarantees of performance made so long as any such other Contingent Obligations, in the ordinary course of business by the Parent or aggregate at any Subsidiary that would nottime outstanding, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guaranteesdo not exceed $1,000,000.

Contingent Obligations. The Parent and the Borrower will not, nor and will they not permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (ia) this Agreement and the other Loan Documents, (iib) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (iiic) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (ivd) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (ve) guarantees of of (ai) real property leases of the Borrower and its Subsidiaries and (bi) personal property Operating LeasesLeases of the Borrower and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Borrower or any of the Subsidiaries, (vif) the Receivables Purchase Facility, (g) the Existing Credit Agreement (or any Indebtedness constituting a Permitted Refinancing thereof) and (h) other Contingent Obligations constituting guarantees of Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations Obligations, each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Administrative Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent and the Borrower will Company shall not, nor will they and shall not permit any Subsidiary to, make create, incur, assume or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (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, (v) guarantees of except: (a) real property leases and (b) personal property Operating Leases, in each case entered into endorsements for collection or deposit in the ordinary course of business business; (b) Permitted Swap Obligations; (c) Contingent Obligations of the Company and its Subsidiaries existing as of the Restatement Date and listed on Schedule 8.8 and Guaranty Obligations by the Parent Company relating to Indebtedness of Wholly-Owned Subsidiaries, provided, that all Contingent Obligations permitted by this subsection 8.8(c) shall not exceed $*** at any one time outstanding; (d) Contingent Obligations arising under the Loan Documents; (e) Guaranty Obligations with respect to or any constituting obligations of the SubsidiariesCompany or a Wholly-Owned Subsidiary that are permitted by the Loan Documents; (f) Guaranty Obligations of Subsidiaries of the Old Subordinated Notes and the New Subordinated Notes pursuant to the terms of the Old Subordinated Indenture and the New Subordinated Indenture, respectively; and (vig) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that with respect to Joint Ventures to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business permitted by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing GuaranteesSection 8.9.

Contingent Obligations. The Parent Credit Parties shall not and the Borrower will not, nor will they shall not cause or permit any Subsidiary to, make their Subsidiaries to directly or suffer indirectly create or become or be liable with respect to exist any Contingent Obligation except: (including, without limitation, any Contingent Obligation with respect a) Letter of Credit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (c) those existing on the Closing Date and described in Schedule 3.4; (d) those arising under indemnity agreements to the obligations of a Subsidiary), except Contingent Obligations title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (e) those arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers incurred in connection with asset dispositions Asset Dispositions permitted hereunder, ; (iiif) 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, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into those incurred in the ordinary course of business by the Parent or with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any of the Subsidiaries, time outstanding $500,000 in aggregate liability; (vig) other Contingent Obligations constituting guarantees of those incurred with respect to Indebtedness permitted under by Section 6.14, 3.1 provided that to the extent any such Indebtedness Contingent Obligation is subordinated to the Secured Obligations each such Contingent Obligation shall be to the same extent as the Indebtedness to which it relates is subordinated to the Secured Obligations on terms reasonably acceptable to the AgentObligations; (h) any other Contingent Obligation not expressly permitted by clauses (a) through (g) above, (vii) non-financial indemnities and guarantees of performance made so long as any such other Contingent Obligations, in the ordinary course of business by the Parent or aggregate at any Subsidiary that would nottime outstanding, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guaranteesdo not exceed $500,000.

Contingent Obligations. The Parent and the Borrower will not, nor and will they not permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (ia) this Agreement and the other Loan Documents, including, without limitation, Reimbursement Obligations (iib) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (iiic) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (ivd) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (ve) guarantees of (ai) real property leases of the Borrower and its Subsidiaries and (bii) personal property Operating LeasesLeases of the Borrower and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Borrower or any of the Subsidiaries, (vif) the Receivables Purchase Facility and (g) other Contingent Obligations constituting guarantees of Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations Obligations, each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Administrative Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent and the Borrower will not, nor and will they not permit any Subsidiary of its Subsidiaries to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (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, (v) guarantees of (a) real property leases of the Borrower and its Subsidiaries and (b) personal property Operating LeasesLeases of the Borrower and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Borrower or any of the Subsidiaries, (vi) the Receivables Purchase Facility and (vii) other Contingent Obligations constituting guarantees of Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent and Neither the Borrower will not, nor will they permit any Subsidiary to, make of its Subsidiaries shall directly or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation indirectly create or become or be liable with respect to the obligations of a Subsidiary)any Contingent Obligation, except Contingent Obligations arising with respect to except: (i) this Agreement and the other Loan Documents, (ii) customary indemnification recourse obligations in favor resulting from endorsement of purchasers in connection with asset dispositions permitted hereunder, (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, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into negotiable instruments for collection in the ordinary course of business by the Parent business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guarantees and indemnities, not relating to Indebtedness of any Person, which have been or any of the Subsidiaries, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Borrower or such Subsidiary; (iv) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Parent Borrower or any Subsidiary that would not, individually or thereof in the aggregateordinary course of business, have (v) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty and the other Collateral Documents to which they are a Material Adverse Effect and party, (viiivi) Permitted Customer Financing Guaranteesother guarantees of Indebtedness permitted to be incurred by the Borrower or any Subsidiary under Section 7.3(A) hereof or guarantees of obligations of the Borrower or any Subsidiary otherwise permitted to be incurred hereunder; provided, that to the extent such Indebtedness shall be subordinated to the Obligations, each such guarantee shall be subordinated to the Obligations on terms reasonably accepted to the Administrative Agent.

Contingent Obligations. The Parent and the Borrower will not, nor and will they not permit any Subsidiary of its Subsidiaries to, make directly or suffer indirectly, create or become or be liable with respect to exist any Contingent Obligation except: (includingA) Contingent Obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (B) Contingent Obligations in favor of the Agent and the Lenders; (C) Contingent Obligations under Interest Rate Agreements, without limitationapproved by the Agent in its sole discretion, any Contingent Obligation with respect to the Loans; (D) Contingent Obligations existing on the Closing Date and described in Schedule 7.4 annexed hereto; (E) Contingent Obligations with respect to customary indemnification and purchase price adjustment obligations incurred in connection with Asset Dispositions or with respect to the Investments permitted under Section 7.3(D); (F) Contingent Obligations incurred in the ordinary course of a Subsidiary)business with respect to surety and appeal bonds, except performance and return-of-money bonds and other similar obligations; (G) Contingent Obligations with respect to Indebtedness permitted by Section 7.1; (H) Contingent Obligations with respect to the Stratford Indebtedness and the Acquisition Documents; and (I) Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations indemnities granted in favor of purchasers in connection with asset dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s charter officers and bylaws (or equivalent formation documents), (iv) indemnities in favor directors of the Persons issuing title insurance policies insuring the title Borrower or its Subsidiaries pursuant to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into in the ordinary course of business by the Parent their respective corporate charters or any of the Subsidiaries, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guaranteesbylaws.

Contingent Obligations. The Parent and the Borrower will not, nor and will they not permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (ia) this Agreement and the other Loan Documents, including, without limitation, Reimbursement Obligations (iib) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (iiic) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (ivd) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (ve) guarantees of (ai) real property leases of the Borrower and its Subsidiaries and (bi) personal property Operating LeasesLeases of the Borrower and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Borrower or any of the Subsidiaries, (vif) the Receivables Purchase Facility and (g) other Contingent Obligations constituting guarantees of Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 6.14‎6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations Obligations, each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Administrative Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent and the Borrower will shall not, nor will they and shall not suffer or permit any Subsidiary of its Subsidiaries to, make create, incur, assume or suffer to exist any Contingent Obligation Obligations except in respect of the Obligations and except: (includinga) endorsements for collection or deposit in the Ordinary Course of Business; (b) Contingent Obligations of the Borrower and its Subsidiaries existing as of the Effective Date and listed in Schedule 5.9, without limitation, any including extension and renewals thereof which do not increase the amount of such Contingent Obligation Obligations as of the date of such extension or renewal; (c) Contingent Obligations incurred in the Ordinary Course of Business with respect to the obligations of a Subsidiary)surety and appeal bonds, except performance bonds and other similar obligations; (d) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (e) Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (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, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into in the ordinary course of business by the Parent or any of the Subsidiaries, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that 5.2(b); and (f) Contingent Obligations arising with respect to Hedging Obligations under any Hedging Agreements entered into by Borrower with any Lender with respect to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing GuaranteesTerm Loans.

Contingent Obligations. The Parent and the Borrower will not, nor and will they not permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (ia) this Agreement and the other Loan Documents, including, without limitation, Reimbursement Obligations (iib) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted 12660163v2 hereunder, (iiic) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (ivd) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (ve) guarantees of (ai) real property leases of the Borrower and its Subsidiaries and (bi) personal property Operating LeasesLeases of the Borrower and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Borrower or any of the Subsidiaries, (vif) the Receivables Purchase Facility, (g) the Existing Loan Agreement (or any Indebtedness constituting a Permitted Refinancing thereof) and (h) other Contingent Obligations constituting guarantees of Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 6.14‎6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations Obligations, each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Administrative Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent and the Borrower will not, nor will they permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s '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, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into in the ordinary course of business by the Parent or any of the Subsidiaries, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided PROVIDED that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, and (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing GuaranteesEffect.

Contingent Obligations. The Parent and the Borrower Company will not, nor will they it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and by endorsement of instruments for deposit or collection in the other Loan Documentsordinary course of business, (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunderthe Reimbursement Obligations, (iii) in respect of customary indemnification obligations indemnities (and guarantees thereof) provided in connection with any Asset Sale permitted under such Person’s charter and bylaws (or equivalent formation documents)Section 6.13, (iv) indemnities in favor the Guarantees and guarantees of Indebtedness to the extent that and so long as such Indebtedness is permitted by Section 6.11, provided that (a) only Subsidiary Guarantors may guarantee Indebtedness of the Persons issuing title insurance policies insuring Company other than the title Obligations and (b) guarantees of Subordinated Indebtedness of the Company shall be subordinated to any propertythe Domestic Subsidiary Guaranty on the same basis, (v) Contingent Obligations existing on the Closing Date and described in Schedule 6.18 (excluding Contingent Obligations with respect to Indebtedness described in clause (iv) above), (vi) guarantees by the Company of (a) real property leases and (b) personal property Operating Leases, in each case entered into obligations of Subsidiaries not constituting Indebtedness in the ordinary course of business by the Parent or any of the Subsidiaries, and (vivii) other Contingent Obligations constituting guarantees of Indebtedness not otherwise permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, by clauses (viii) non-financial indemnities and guarantees of performance made through (vi) above not exceeding $20,000,000 in the ordinary course of business by the Parent or aggregate outstanding at any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guaranteesone time.

Contingent Obligations. The Parent and the Borrower will not, nor and will they not permit any Subsidiary of its Subsidiaries to, make directly or suffer indirectly, create or become or be liable with respect to exist any Contingent Obligation except those: (includingA) resulting from endorsement of negotiable instruments for collection in the ordinary course of business; Credit Agreement/Atlantic Tele-Network, without limitation, any Contingent Obligation Inc. (B) arising under indemnity agreements to title insurers in connection with respect to mortgagee title insurance policies in favor of Collateral Agent for the obligations benefit of a Subsidiary), except Contingent Obligations itself and the other Lenders; (C) arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers incurred in connection with asset dispositions Permitted Acquisitions and permitted hereunder, Asset Dispositions (iiiprovided that such obligations shall in no event exceed the amount of proceeds received in connection therewith); (D) 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, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into arising in the ordinary course of business by the Parent or any of the Subsidiaries, with respect to customary indemnification obligations incurred in connection with liability insurance coverage; (viE) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made 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; (F) incurred as a guaranty of Indebtedness permitted by Subsection 3.1 (provided that such guaranty obligation shall in no event exceed the Parent or any Subsidiary that would not, individually or amount of such Indebtedness plus other related costs and expenses of collection as set forth in such guaranty); and (G) Contingent Obligations arising under the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing GuaranteesLoan Documents.

Contingent Obligations. The Parent and the Borrower Company will not, nor and will they not permit any Subsidiary of its Subsidiaries to, make directly or suffer indirectly, create or become or be liable with respect to exist any Contingent Obligation except: (includinga) Contingent Obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (b) Contingent Obligations in favor of the Senior Lender constituting Guarantees or security for the Senior Obligations; (c) Contingent Obligations under Interest Rate Agreements, without limitationapproved by the Senior Lender, any Contingent Obligation with respect to the Senior Obligations; (d) Contingent Obligations existing on the Closing Date and described in Schedule 7.14 attached hereto; (e) Contingent Obligations with respect to customary indemnification and purchase price adjustment obligations incurred in connection with Asset Dispositions, Permitted Acquisitions or Permitted Investments; (f) Contingent Obligations incurred in the ordinary course of a Subsidiary)business with respect to surety -42- 49 and appeal bonds, except performance and return-of-money bonds and other similar obligations; (g) Contingent Obligations with respect to Debt permitted by Section 7.2 hereof; and (h) Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations indemnities granted in favor of purchasers in connection with asset dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s charter officers and bylaws (or equivalent formation documents), (iv) indemnities in favor directors of the Persons issuing title insurance policies insuring the title Company or its Subsidiaries pursuant to any propertytheir respective corporate charters, (v) guarantees of (a) real property leases and (b) personal property Operating Leasesbylaws, in each case entered into in the ordinary course of business by the Parent or any of the Subsidiaries, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guaranteesorganizational documents.

Contingent Obligations. The Parent and the Borrower will not, nor and will they not permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (ia) this Agreement and the other Loan Documents, including, without limitation, Reimbursement Obligations (iib) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (iiic) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (ivd) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (ve) guarantees of (ai) real property leases of the Borrower and its Subsidiaries and (bi) personal property Operating LeasesLeases of the Borrower and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Borrower or any of the Subsidiaries, (vif) the Receivables Purchase Facility and (g) other Contingent Obligations constituting guarantees of Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations Obligations, each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Administrative Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

Contingent Obligations. The Parent and the Borrower will Company shall ---------------------- not, nor will they and shall not suffer or permit any Subsidiary to, make create, incur, assume or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (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, (v) guarantees of except: (a) real property leases and endorsements for collection or deposit in the ordinary course of business; (b) personal property Operating LeasesPermitted Swap Obligations; (c) Contingent Obligations of the Parent or the Company in respect of Indebtedness of any Wholly-Owned Subsidiaries, or Contingent Obligations of any Wholly-Owned Subsidiaries in respect of Indebtedness of another Wholly-Owned Subsidiary or of the Company or the Parent, in each case entered into to the extent such Indebtedness is permitted hereunder; (d) Contingent Obligations of the Parent, the Company and any Subsidiary existing as of the Closing Date and listed in Schedule 8.08; ------------- (e) Contingent Obligations with respect to Surety Instruments incurred in the ordinary course of business by the Parent or any and constituting Indebtedness otherwise permitted hereunder; (f) Contingent Obligations in respect of the Subsidiaries, Supremex Credit Agreement; and (vig) other Contingent Obligations constituting guarantees in respect of Indebtedness leases permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guaranteessubsection 8.10(f).

Contingent Obligations. The Parent and the Borrower Company will not, nor will they it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary)) in respect of any Indebtedness, except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor by endorsement of purchasers in connection with asset dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s charter and bylaws (instruments for deposit or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into collection in the ordinary course of business by business; (ii) Contingent Obligations of any Subsidiary with respect to Indebtedness of another Subsidiary or the Parent or any Company and Contingent Obligations of the Subsidiaries, Company with respect to Indebtedness of a Subsidiary; (iii) Contingent Obligations of the Company under Article IX of the Existing Credit Agreement; (iv) Contingent Obligations existing on the Closing Date; (v) Contingent Obligations with respect to Facility Letters of Credit (as defined in the Existing Credit Agreement); (vi) other Contingent Obligations constituting guarantees under Rate Hedging Agreements; (vii) Contingent Obligations with respect to customary indemnifications and purchase price adjustment obligations incurred in connection with mergers, Acquisitions, Investments and sales of Indebtedness permitted under Section 6.14, provided that assets (in each case to the extent such Indebtedness merger, Acquisition, Investment or sale of assets is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business otherwise permitted by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and this Agreement); (viii) Permitted Customer Financing Guarantees.Contingent Obligations with respect to Indebtedness permitted by Section 6.10; (ix) Contingent Obligations with respect to customary product and service warranties;

Contingent Obligations. The Parent and the Borrower will not, nor will they it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s '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, (v) guarantees of (a) real property leases of the Borrower and its Subsidiaries and (b) personal property Operating LeasesLeases of the Borrower and its Subsidiaries, in each case entered into in the ordinary course of business by the Parent Borrower or any of the Subsidiaries, (vi) the Receivables Purchase Facility and (vii) other Contingent Obligations constituting guarantees of Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.