Common use of Contingent Obligations Clause in Contracts

Contingent Obligations. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; and (5) Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million.

Contingent Obligations. Lessee The Company shall not, and shall not suffer or permit any of its Subsidiaries Subsidiary to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations except: (1a) any Subsidiaryendorsements for collection or deposit in the ordinary course of business; (b) Permitted Swap Obligations; (c) Contingent Obligations of the Company and its Subsidiaries existing as of the Closing Date and listed in Schedule 8.08; (d) without duplication of subsection (f) of this Section, may become and remain liable Contingent Obligations with respect to Contingent Obligations arising under their guaranties Surety Instruments incurred in the ordinary course of business and not exceeding at any time $15,000,000 in the aggregate in respect of the obligations under any Material AgreementCompany and its Subsidiaries together; (2e) Lessee may become unsecured Guaranty Obligations by the Company of Indebtedness and remain liable with respect to Contingent Obligations under Interest Rate Agreements other obligations of a Subsidiary; provided, that such Indebtedness and Currency Agreements arising under other obligations are permitted hereunder; and provided, Page 95 further, that this subsection (e) shall not permit any Material Agreement; (3) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect guaranty by the Company of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales the Indebtedness of assets or securities; (4) Lessee and its Subsidiaries, the Excluded Subsidiary listed as applicable, may remain liable with respect to Contingent Obligations described in item 5 on Schedule 7(d)(4) annexed hereto8.05; and (5f) Lessee and its Contingent Obligations of the Borrowers or the Material Subsidiaries may become and remain liable party to Subsidiary Guaranties with respect to other Contingent the Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million.

Contingent Obligations. The Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1) any Subsidiary, Subsidiary may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) the Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) the Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) the Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; (5) the Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations to the extent that such Contingent Obligations are permitted pursuant to subsections 7(i) and 7(j); and (56) the Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided provided, that the maximum aggregate liability, contingent or otherwise, of the Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(87(a)(9) shall at no time exceed $30 50 million.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Subsidiary may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material AgreementObligations; (2ii) Lessee Company may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreementwith a Lender; (3iii) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4iv) Lessee Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 6.4 annexed hereto; (v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations to the extent such Contingent Obligations are permitted pursuant to subsections 6.9 and 6.10; and (5vi) Lessee Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee Company and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8subsection 6.1(x) shall at no time exceed $30 million.

Contingent Obligations. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; -45- 50 (5) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations to the extent such Contingent Obligations are permitted pursuant to subsections 7(i) and 7(j); and (56) Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(87(a)(11) shall at no time exceed $30 million.

Contingent Obligations. Lessee Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Subsidiaries of Borrower may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of the obligations under any Material AgreementSubsidiary Guaranty; (2ii) Lessee Borrower may become and remain liable with respect to Contingent Obligations under Interest Rate Hedge Agreements and Currency Agreements arising under any Material Agreementwith respect to the Loans; (3iii) Lessee Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securitiesassets; (4iv) Lessee Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 annexed hereto; and (5v) Lessee Borrower and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee Borrower and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, and Indebtedness permitted pursuant to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8subsection 7.1(v) shall at no time exceed $30 million2,000,000.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries Company may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales Letters of assets or securitiesCredit; (4ii) Lessee Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements; provided that such Hedge Agreements are not entered into for speculative purposes and are treated as Hedge Agreements under GAAP; (iii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 annexed hereto; and; (5iv) Lessee Company and its Subsidiaries may become and remain liable in respect of Contingent Obligations with respect to other Contingent Obligationswhich the primary obligor is a Subsidiary Guarantor or Company and the primary obligation is permitted by this Agreement; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and (v) Company and its Subsidiaries may become and remain liable in respect of all Contingent Obligations arising in connection with any settlement entered into with the landlord under the lease of the Manhattan UN Facility in an aggregate amount not to exceed $4,000,000, provided that not more than $2,000,000 of such Contingent Obligations when added, without duplication, could become payable on or prior to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionRevolving Loan Commitment Termination Date.

Contingent Obligations. Lessee Borrowers shall not, and shall not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Material Subsidiaries of Borrowers may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of the obligations under any Material AgreementSubsidiary Guaranty; (2ii) Lessee Borrowers may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements in respect of Letters of Credit and Currency Agreements arising under any Material AgreementPrepetition Letters of Credit; (3iii) Lessee Borrowers and its their Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securitiespermitted under subsection 7.7; (4iv) Lessee Borrowers and its their Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Borrowers or any of their Subsidiaries permitted by subsection 7.1; and (v) Borrowers and their Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 annexed hereto; and (5) Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million.

Contingent Obligations. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create Create or become or remain liable with respect to any Contingent Obligation, except: (1a) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries Borrower may become and remain liable with respect to Contingent Obligations in respect of the Reimbursement, Security and Guaranty Agreement; (b) the Subsidiaries may bccome and remain liable with respect to Contingent Obligations in respect of the Guaranty; (c) the Borrower and the Subsidiaries may become and rcmain liable with respect to Contingent Obligations in respect of (i) customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales Dispositions or other sales of assets permitted under this Agreement, (ii) endorsements of instruments for deposit or securities; collection in the ordinary course of 44 Doc#: USI :5758203v15 business and (4iii) Lessee reasonable and its Subsidiaries, as applicable, may remain liable with respect customary contractual indemnities entered into in the ordinary course of business but only to Contingent Obligations described in Schedule 7(d)(4) annexed heretothe extent otherwise pennitted under the tenns of the LLC Operating Agreement; and (5d) Lessee and its Subsidiaries the Borrower may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to incurred as a result of the aggregate principal amount replacement ofOutstanding Letters of Indebtedness outstanding Credit in accordance with Section 7(a)(8) shall at no time exceed $30 million6.12.

Contingent Obligations. Lessee Borrowers shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries Company may become and remain liable with respect to Contingent Obligations in respect of customary indemnification the Company Guaranty, and purchase price adjustment obligations incurred Restricted Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in connection with Asset Sales or other sales respect of assets or securitiesthe Subsidiary Guaranty; (4ii) Lessee Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements; (iii) Company and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 6.4 annexed hereto; (iv) Company may become and remain liable with respect to standby letters of credit provided by Company in the ordinary course of business in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; and (5v) Lessee Company may become and its remain liable with respect to guaranties of liabilities of Restricted Subsidiaries and Restricted Subsidiaries may become and remain liable with respect to guaranties of liabilities of other Contingent Obligations; provided that the maximum aggregate liabilityRestricted Subsidiaries, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, each case to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionextent such guarantied liabilities are permitted to be incurred hereunder.

Contingent Obligations. Lessee Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Company may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of Letters of Credit; provided that no Loan Party shall have granted any Lien securing any obligations (including any reimbursement obligations) relating to any Existing Letters of Credit (other than pursuant to the obligations under any Material AgreementLoan Documents); (2ii) Lessee Holdings may become and remain liable with respect to Contingent Obligations under the Holdings Guaranty and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations under the Subsidiary Guaranty, including Contingent Obligations thereunder for the benefit of a Lender or an Affiliate of such Lender which is a counterparty to an Interest Rate Agreement permitted under subsection 7.4(iii); 130 (Credit Agreement) 138 (iii) Company may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations Indebtedness, which Interest Rate Agreements are in respect of customary indemnification form and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securitiessubstance satisfactory to Agent and Arrangers; (4) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; and (5) Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million.

Contingent Obligations. Lessee shall notCreate or become or remain liable, and shall not or ---------------------- permit any of its their respective Subsidiaries to, directly or indirectly, to create or become or remain liable, with respect to any Contingent Obligation, except that the Borrowers and their Subsidiaries may: (i) remain liable with respect to Contingent Obligations existing on the date hereof and set forth in the Disclosure Letter; (ii) enter into Interest Rate Agreements and Currency Agreements in an aggregate notional principal amount not to exceed at any time the aggregate principal amount of all then outstanding Debt of BEI ant its Subsidiaries, provided that all such arrangements are entered into in connection with bona fide hedging operations and not for speculation; (iii) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iv) become or remain liable with respect to any Contingent Obligation, except:Letters of Credit issued pursuant to Section 2.5; (1v) become and remain liable with respect to documentary letters of credit issued for the account of Borrower or any Subsidiary, may Subsidiary of any Borrower not to exceed $1,000,000 at any time; (vi) become and remain liable with respect to any guarantee of any Debt of any Borrower or any Subsidiary of a Borrower; and (vii) become and remain liable with respect to Contingent Obligations arising under their guaranties not otherwise permitted by clauses (i) through (vi) above, not in excess of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations $1,500,000 in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; and (5) Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionany one time.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Subsidiaries of Company may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of the obligations under any Material AgreementSubsidiary Guaranty; (2ii) Lessee Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit; (iii) Company may become and remain liable with respect to Contingent Obligations under Interest Rate Hedge Agreements described in Schedule 7.4 and Currency other Hedge Agreements arising under with respect to Indebtedness in an aggregate notional principal amount not to exceed at any Material Agreementtime the principal amount of the Loans outstanding; (3iv) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and 110 purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securitiesassets; (4v) Lessee Company and its Subsidiaries, as applicable, Subsidiaries may become and remain liable with respect to Contingent Obligations described under guarantees in Schedule 7(d)(4the ordinary course of business of the obligations of suppliers, customers and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $3,000,000; (vi) annexed heretoCompany may become and remain liable with respect to leases of its Subsidiaries to the extent such leases are permitted by subsection 7.9; and (5vii) Lessee Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate -------- liability, contingent or otherwise, of Lessee Company and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million5,000,000.

Contingent Obligations. Lessee The Borrower shall not, and shall not cause or permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, the Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations arising under their guaranties of outstanding on the obligations under any Material Agreement;Closing Date described in Schedule C. ---------- (2ii) Lessee any Guarantors may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreementthe Guarantees; (3iii) Lessee the Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with additional acquisitions of assets or stock, Asset Sales or other sales of assets or securitiesassets; provided that the maximum assumable liability in -------- respect of all such obligations shall at no time exceed the gross proceeds actually received by the Borrower and its Subsidiaries in connection with such Asset Sales and other sales; (4iv) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; and (5) Lessee the Borrower and its Subsidiaries may become and remain liable with respect to other Contingent ObligationsObligations under guarantees made under the Senior Credit Facility; provided that and (v) Hedging Obligations of the maximum aggregate liability, contingent or otherwise, of Lessee Borrower and its Subsidiaries entered into in respect the ordinary course of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionbusiness and not for speculative purposes.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Subsidiary may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material AgreementObligations; (2ii) Lessee Company may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreementwith a Lender; (3iii) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4iv) Lessee Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 6.4 annexed hereto; (v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations to the extent such Contingent Obligations are permitted pursuant to subsections 6.9 and 6.10; and (5vi) Lessee Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee Company and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8subsection 6.1(xii) shall at no time exceed $30 million.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Subsidiaries of Company may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of the obligations under any Material AgreementSubsidiary Guaranty or the Offshore Collateral Documents; (2ii) Lessee Borrowers may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements in respect of Letters of Credit and Currency Agreements arising under any Material Agreement; (3) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred other letters of credit in connection with Asset Sales or other sales of assets or securitiesan aggregate amount at any time not to exceed $100,000; (4iii) Lessee Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under subsection 6.10; (iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the 105 obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $750,000; (v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1; and (vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 annexed hereto; and (5) Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Subsidiary may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material AgreementObligations; (2ii) Lessee Company may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreementwith a Lender; (3iii) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4iv) Lessee Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 6.4 annexed hereto; and; (5v) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations to the extent such Contingent Obligations are permitted pursuant to subsections 6.9 and 6.10; and -81- 89 (vi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee Company and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8subsection 6.1(x) shall at no time exceed $30 million.

Contingent Obligations. Lessee Neither Holdings nor Company shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Holdings may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of the obligations under any Material AgreementHoldings Guaranty, and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; (2ii) Lessee Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit; (iii) Company may become and remain liable with respect to Contingent Obligations under Interest Rate Hedge Agreements and Currency Agreements arising required under any Material Agreementsubsection 6.10; (3iv) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securitiesassets; (4v) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1; (vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 ------------ annexed hereto; and (5vii) Lessee Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum -------- aggregate liability, contingent or otherwise, of Lessee Company and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million2,500,000.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Subsidiaries of Company may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of the obligations under any Material AgreementSubsidiary Guaranty; (2ii) Lessee Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit; (iii) Company may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreementin a notional amount equal to the principal amount being hedged; (3iv) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securitiespermitted hereunder; (4v) Lessee Company may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of any of Company's Subsidiary Guarantors permitted by subsection 7.1; (vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 annexed hereto; and (5vii) Lessee and its Subsidiaries Subsidiary Guarantors may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount arising under their subordinated guaranties of Company's Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionunder subsection 7.1(vi).

Contingent Obligations. Lessee shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any of its Subsidiaries to, directly create, incur, assume or indirectly, create or become or remain liable with respect suffer to exist any Contingent Obligation, Obligations (other than indemnities to officers and directors of such Person to the extent permitted by applicable law) except in respect of the Obligations and except: (1a) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties endorsements for collection or deposit in the Ordinary Course of the obligations under any Material AgreementBusiness; (2b) Lessee may become Guaranties of Indebtedness of any Credit Party that is permitted by Section 5.5; provided that if such Indebtedness is subordinated to the Obligations, such guaranty shall be subordinated to the same extent; (c) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and remain liable with respect not for speculation; (d) Contingent Obligations of the Credit Parties and their Subsidiaries: (i) existing as of the Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose 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 and are not less favorable to the Term Agent and Term Lenders; and (ii) for performance bonds, bonds, letters of credit and bank guaranties issued under bank facilities in the Ordinary Course of Business; provided, however, that the aggregate amount of Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; this clause (3) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations d), shall not exceed $750,000 in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; and (5) Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionany time.

Contingent Obligations. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; (5) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations to the extent such Contingent Obligations are permitted pursuant to subsections 7(i) and 7(j); and (56) Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(87(a)(11) shall at no time exceed $30 million.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Subsidiaries of Company may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of the obligations under any Material AgreementSubsidiary Guaranty; (2ii) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification commercial letters of credit in an aggregate amount not to exceed at any time $500,000 and purchase price adjustment obligations incurred Contingent Obligations in connection with Asset Sales or other sales respect of assets or securitiesstandby letters of credit in an aggregate amount not to exceed at any time $500,000; (4iii) Lessee Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries in an aggregate amount not to exceed at any time $5,000,000; (iv) Company may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Subsidiaries permitted by subsection 7.1; (v) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described on Schedule 7.4; (vi) Company and its Subsidiaries may incur Contingent Obligations consisting of Hedge Agreements in Schedule 7(d)(4) annexed heretothe ordinary course of business; and (5vii) Lessee Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee Company and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million1,000,000.

Contingent Obligations. Lessee Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of the obligations under any Material AgreementObligations, including the Guaranty and the Letters of Credit; (2ii) Lessee Borrower may become and remain liable with respect to Contingent Obligations under (a) one or more Interest Rate Agreements consisting of interest rate swaps with respect to Indebtedness, in an aggregate notional principal amount of not more than $100,000,000, which Interest Rate Agreements shall have the effect of establishing a maximum interest rate of not more than the then existing three-year yield on United States Treasury obligations plus 5.00% per annum with respect to such notional principal amount, (b) other Interest Rate Agreements (including interest rate cap agreements and interest rate collar agreements) and (c) forward Currency Agreements arising under any Material Agreement;entered into solely for purposes of hedging against currency fluctuations relating to product purchases or sales and licensing revenue. (3iii) Lessee Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securitiesassets; (4iv) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; and (5) Lessee and its Subsidiaries Borrower may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million.ESOP Loan Documents;

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries Company may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales Letters of assets or securitiesCredit; (4ii) Lessee Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements; provided that such Hedge Agreements are not entered into for speculative purposes and are treated as Hedge Agreements under GAAP; (iii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 annexed hereto; and; (5iv) Lessee Company and its Subsidiaries may become and remain liable in respect of Contingent Obligations with respect to other Contingent Obligationswhich the primary obligor is a Guarantor or the Company and the primary obligation is permitted by this Agreement; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and (v) Company and its Subsidiaries may become and remain liable in respect of all Contingent Obligations arising in connection with any settlement entered into with the landlord under the lease of the Manhattan UN Facility in an aggregate amount not to exceed $4,000,000, provided that not more than $2,000,000 of such Contingent Obligations when added, without duplication, could become payable on or prior to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionRevolving Loan Commitment Termination Date.

Contingent Obligations. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed hereto; 50 (5) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations to the extent such Contingent Obligations are permitted pursuant to subsections 7(i) and 7(j); and (56) Lessee and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(87(a)(11) shall at no time exceed $30 million.

Contingent Obligations. Lessee Borrowers shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries Company may become and remain liable with respect to Contingent Obligations in respect of customary indemnification the Company Guaranty, and purchase price adjustment obligations incurred Restricted Subsidiaries of 80 Company may become and remain liable with respect to Contingent Obligations in connection with Asset Sales or other sales respect of assets or securitiesthe Subsidiary Guaranty; (4ii) Lessee Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements; (iii) Company and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 6.4 annexed hereto; (iv) Company may become and remain liable with respect to standby letters of credit provided by Company in the ordinary course of business in an aggregate principal amount not to exceed $30,000,000 at any time outstanding; and (5v) Lessee Company may become and its remain liable with respect to guaranties of liabilities of Restricted Subsidiaries and Restricted Subsidiaries may become and remain liable with respect to guaranties of liabilities of other Contingent Obligations; provided that the maximum aggregate liabilityRestricted Subsidiaries, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, each case to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionextent such guarantied liabilities are permitted to be incurred hereunder.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties Subsidiaries of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries Company may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securitiesthe Subsidiary Guaranty; (4ii) Lessee Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements required under subsection 6.11; (iii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 annexed hereto; and; (5iv) Lessee Company may become and remain liable with respect to Contingent Obligations under guaranties of Indebtedness of Outsourcing Project Subsidiaries permitted under subsection 7.1(v); (v) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum Obligations under guarantees of additional Indebtedness in an aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of amount for all such Contingent Obligations when added, without duplication, and all Investments permitted by subsection 7.3(vi) not to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million5,000,000 at any time; and (vi) For a period not to exceed 90 days following the Closing Date, Contingent Obligations in respect of the Existing Silicon Energy Corp. Letters of Credit in an aggregate face amount not to exceed $1,103,000.

Contingent Obligations. Lessee Such Loan Party shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries Company may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales Letters of assets or securitiesCredit; (4ii) Lessee [Intentionally Omitted]; (iii) [Intentionally Omitted]; (iv) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 annexed hereto; and; (5v) Lessee Holdings may become and its remain liable with respect to Contingent Obligations in respect of the Holdings Guaranty and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; (vi) Company and the Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries Obligations in respect of all such any obligation of Company or any Subsidiary Guarantor not prohibited by this Agreement; (vii) Foreign Subsidiaries may become and remain liable with respect to Contingent Obligations when added, without duplication, in respect of any obligation of any other Foreign Subsidiary not prohibited by this Agreement; and (viii) Company may become and remain liable with respect to Contingent Obligations in respect of obligations of Foreign Subsidiaries under raw material procurement contracts entered into in the aggregate principal amount ordinary course of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionbusiness.

Contingent Obligations. Lessee Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) Lessee Borrower and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.18 annexed hereto; and (5ii) Lessee Borrower may become and remain liable with respect to Contingent Obligations under guaranties in the ordinary course of business of the obligations to landlords of Borrower's Subsidiaries (other than Inactive Subsidiaries) and bonding requirements in connection with the development and operation of restaurants; and (iii) Interest Rate Agreements required to be maintained by Borrower under the Finova Loan Agreement; (iv) In addition to clauses (i), (ii) and (iii) above, Borrower and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that Obligations under guaranties in the maximum aggregate liabilityordinary course of business of the obligations to suppliers, contingent or otherwise, customers and licensees of Lessee Borrower and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, an aggregate amount not to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall exceed at no any time exceed $30 million100,000.

Contingent Obligations. Lessee Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securitiesunder the Loan Documents; (4ii) Lessee to the extent such incurrence does not result in the incurrence by Borrower or any of its Subsidiaries of any obligation for the payment of borrowed money, Borrower may become and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described incurred solely in Schedule 7(d)(4) annexed hereto; andrespect of performance bonds, completion guaranties and standby letters of credit or bankers' acceptances, provided that such Contingent Obligations are incurred in the ordinary course of business and do not at any time exceed $2,000,000 in the aggregate; (5iii) Lessee Borrower and its Subsidiaries may become and remain liable with respect to other Contingent Obligationsfor customary indemnities under Project Documents as in effect on the Closing Date; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and (iv) Borrower and its Subsidiaries in respect of all such may become liable for other Contingent Obligations when added, without duplication, in an aggregate amount not to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million1,000,000 at any time.

Contingent Obligations. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material Agreement; (2) Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreement; (3) Lessee and its Subsidiaries Company may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales Letters of assets or securitiesCredit; (4ii) Lessee Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements; provided that such Hedge Agreements are not entered into for speculative purposes and are treated as Hedge Agreements under GAAP; (iii) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) 7.4 annexed hereto; and; (5iv) Lessee Company and its Subsidiaries may become and remain liable in respect of Contingent Obligations with respect to other Contingent Obligationswhich the primary obligor is a Subsidiary Guarantor or Company and the primary obligation is permitted by this Agreement; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and (v) Company and its Subsidiaries may become and remain liable in respect of all Contingent Obligations arising in connection with any settlement entered into with the landlord under the lease of the Manhattan UN Facility in an aggregate amount not to exceed $4,000,000, provided that not more than $2,000,000 of such Contingent Obligations when added, without duplication, could become payable on or prior to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million.Revolving Loan Commitment Termination Date. Ruths_Second Amended and Restated Credit Agreement (2)

Contingent Obligations. Lessee Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1i) any Subsidiary, Subsidiaries of Borrower may become and remain liable with respect to Contingent Obligations arising under their guaranties in respect of the obligations under any Material AgreementSubsidiary Guaranty; (2ii) Lessee Borrower may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit and Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other commercial letters of credit in an aggregate amount not to exceed at any time $5,000,000 and Contingent Obligations in respect of other standby letters of credit in an aggregate amount not to exceed at any time $2,500,000; (iii) Borrower may become and remain liable with respect to Contingent Obligations under Interest Rate Hedge Agreements required under subsection 6.10 and Currency under other Hedge Agreements arising under with respect to Indebtedness in an aggregate notional principal amount not to exceed at any Material Agreementtime $150,000,000; (3iv) Lessee Borrower and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) Lessee and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(4) annexed heretoassets; and (5v) Lessee Borrower and its Domestic Subsidiaries that are Subsidiary Guarantors may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 millionpermitted under subsection 7.1.

Contingent Obligations. Lessee Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except: (1) Holdings and any Subsidiary, Subsidiary may become and remain liable with respect to Contingent Obligations arising under their guaranties of the obligations under any Material AgreementObligations; (2) the Lessee may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements and Currency Agreements arising under any Material Agreementwith a Lender; (3) Lessee Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets or securities; (4) Lessee Holdings and its Subsidiaries may become and remain liable with respect to letters of credit issued under the Exit Facility; (5) Holdings and its Subsidiaries may become and remain liable with respect to letters of credit issued in the ordinary course of business of Holdings and its Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any time; (6) Holdings and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7(d)(47(d)(6) annexed heretohereto (other than in respect of letters of credit); (7) Holdings and its Subsidiaries may become and remain liable with respect to Contingent Obligations to the extent such Contingent Obligations are permitted pursuant to subsections 7(i) and 7(k); and (5) Lessee 8) Holdings and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum aggregate liability, contingent or otherwise, of the Lessee and its Subsidiaries in respect of all such Contingent Obligations when added, without duplication, to the aggregate principal amount of Indebtedness outstanding in accordance with Section 7(a)(8) shall at no time exceed $30 million10,000,000.