Common use of Limitation on Contingent Obligations Clause in Contracts

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; (b) guarantees by the Group Members incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement; (f) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Section.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; (b) guarantees by the Group Members New Holdings and its Restricted Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement; (f) guarantees by the Group Members New Holdings and its Restricted Subsidiaries of (i) Indebtedness of the Group Members New Holdings and its Restricted Subsidiaries permitted under Section subsection 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members New Holdings and its Restricted Subsidiaries not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section subsection 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section subsection 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section subsection 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionsubsection.

Limitation on Contingent Obligations. Create, incur, assume as- sume or suffer to exist any Contingent Obligation Obligation, except: : (a) the Guarantees; (b) other guarantees by New Holdings Borrower or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; (b) guarantees by the Group Members Subsidiary incurred in the ordinary course of business for an aggregate amount at any time outstanding not to exceed $30,000,000 at any one time; 2,000,000; (c) existing Contingent Obligations described guarantees by Borrower or any Subsidiary (i) of obligations of Domestic Restricted Subsidiaries or Borrower; and (ii) of obligations of Foreign Restricted Subsidiaries of Borrower in Schedule 8.4 including an aggregate principal amount not to exceed $2,000,000 (plus the sum of any extensions amounts dividended or renewals thereof; distrib- uted by such Foreign Subsidiaries to Borrower or any Qualified Subsidiary), minus the sum of (A) the amount outstanding pursu- ant to subsection 8.1(d)(iii) and (B) the amount of Investments made in Foreign Subsidiaries or non-Qualified Subsidiaries pur- suant to subsection 8.6(b)(iii); provided that, in each case, if the primary obligation being gxxxxx- xxxx is subordinated to the Loans, such guarantees are subordinated to the Guarantees on substantially the same basis as such primary ob- ligation is subordinated to the Loans; (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 New Holdings obligations to third parties in connection with relocation of employees of Borrower or any of its Restricted Subsidiaries Subsidiaries, in respect of an amount which, together with all loans and ad- vances made pursuant to subsection 8.6(f), shall not exceed $5,000,000 at any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; time outstanding; (ef) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee in connection with workers' compen- sation obligations, and Collateral Agreement; (f) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) in connection with performance, surety and (ii) appeal bonds, and similar obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained incurred in the documentation governing the Indebtedness being guaranteed; ordinary course of business, of Borrower and its Restricted Subsidiaries; (g) guarantees by New Holdings or any Restricted Subsidiary endorsements for collection in the ordinary course of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000busi- ness; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Section.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings Contingent Obligations pursuant to the Guaranty or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesCollateral Agreement; (b) other guarantees by the Group Members Bermuda Borrower or any of its Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 3,000,000 at any one time; (c) existing Contingent Obligations described guarantees of the Bermuda Borrower or any Subsidiary of the Bermuda Borrower of the obligations of the Bermuda Borrower or any of its Subsidiaries; provided, that the aggregate amount of any obligations of Tier 2 Foreign Entities guaranteed by Credit Parties (except for guarantees otherwise permitted under this Section 8.3) shall not exceed $20,000,000 plus the sum of any amounts dividended or distributed by any Tier 2 Foreign Entity to any Credit Party (and not retransferred to a Tier 2 Foreign Entity) less the sum of (A) the aggregate amount of any Indebtedness of Tier 2 Foreign Entities owed to Credit Parties pursuant to Section 8.1(d) and (B) the aggregate amount of any investments made in Schedule 8.4 including Tier 2 Foreign Entities by Credit Parties pursuant to Section 8.6(b). For purposes of this Section 8.3(c), the payment, or intercompany loans or advances for such purpose, by the Bermuda Borrower or any extensions Subsidiary of the Bermuda Borrower of expenses and operating costs of the Bermuda Borrower or renewals thereofany Subsidiary of the Bermuda Borrower incurred in the ordinary course of business, provided that any such payment by the Bermuda Borrower or any Subsidiary of the Bermuda Borrower of expenses and operating costs of Tier 2 Foreign Entities pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not increase the amount of guarantees which may be made to such Foreign Subsidiaries pursuant to the first proviso to this paragraph, shall not be considered to be a loan, advance, dividend or other investment, and shall be permitted under this Agreement and such payments shall not reduce any permitted amounts to be so made as specified herein; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries existing on the Closing Date and described in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesSchedule 8.3(d) to the Original Credit Agreement; (e) Contingent Obligations guarantees of any Subsidiary Guarantor obligations to third parties in connection with relocation of employees of the Bermuda Borrower and its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 8.6(f), shall not exceed $6,000,000 at any time outstanding; (f) guarantees by the Group Members of (i) Indebtedness Contingent Obligations in connection with workmen’s compensation obligations and general liability exposure of the Group Members permitted under Section 8.2 (other than clause (f) thereof) Bermuda Borrower and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunderits Subsidiaries; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed;and (g) guarantees by New Holdings or any Restricted Subsidiary Contingent Obligations of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries the Guarantors in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary respect of Indebtedness permitted under Section 8.2(fby subsection 8.1(c), so long as such guarantee is Indebtedness that is permitted by the terms of such Section.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings the Borrower or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings the Borrower or any of its Restricted Subsidiaries; (b) guarantees by the Group Members Borrower and its Restricted Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings the Borrower or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings the Borrower or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement; (f) guarantees by the Group Members Borrower and its Restricted Subsidiaries of (i) Indebtedness of the Group Members Borrower and its Restricted Subsidiaries permitted under Section subsection 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members Borrower and its Restricted Subsidiaries not prohibited hereunder; provided that (i) any guarantee by New Holdings the Borrower or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section subsection 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or the Borrower and any Restricted Subsidiary Guarantor of Indebtedness of joint ventures of New Holdings or the obligations under the Senior Notes and any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000Permitted Refinancing thereof; and (h) guarantees by New Holdings the Borrower or any Restricted Subsidiary of Indebtedness permitted under Section subsection 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionsubsection.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings the Borrower or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings the Borrower or any of its Restricted Subsidiaries; (b) guarantees by the Group Members Borrower and its Restricted Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings the Borrower or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings the Borrower or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement, the Second Lien Guarantee and Collateral Agreement or any other Second Priority Guarantee (as defined in the Intercreditor Agreement); (f) guarantees by the Group Members Borrower and its Restricted Subsidiaries of (i) Indebtedness of the Group Members Borrower and its Restricted Subsidiaries permitted under Section subsection 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members Borrower and its Restricted Subsidiaries not prohibited hereunder; provided that (i) any guarantee by New Holdings the Borrower or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section subsection 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or the Borrower and any Restricted Subsidiary Guarantor of Indebtedness of joint ventures of New Holdings or the obligations under the Senior Notes and any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000Permitted Refinancing thereof; and (h) guarantees by New Holdings the Borrower or any Restricted Subsidiary of Indebtedness permitted under Section subsection 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionsubsection.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Recourse Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptObligation, except for: (a) guarantees by New Holdings the Guaranty; (b) Contingent Obligations set forth on Schedule 11.4(b); (c) any Contingent Obligation of the Company or any Restricted Subsidiaries Recourse Subsidiary of obligations to third parties made the Company in the nature of a guarantee in the ordinary course of business of any Indebtedness or other obligations of the Company or any other Recourse Subsidiary of the Company, in connection each case, except any Contingent Obligations with relocation respect to the Existing Senior Notes, the Existing Subordinated Loan or any other Indebtedness that is not permitted to have such Contingent Obligations by the terms of employees this Agreement; (d) [Intentionally Omitted.]; (e) [Intentionally Omitted.]; (f) any Contingent Obligation of New Holdings the Company or any of its Restricted Subsidiaries;Subsidiaries in the nature of a guarantee of Indebtedness or other obligations of any Permitted Joint Venture or other Person; provided, however, that the incurrence of such Contingent Obligation is permitted by Sections 11.2 (to the extent constituting Indebtedness) and 11.8; and (bg) guarantees by any Contingent Obligation of the Group Members incurred Company or any of its Subsidiaries in the nature of a guarantee of Indebtedness or other obligations of officers, directors and employees of the Company and its Subsidiaries in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsbusiness; provided, interest rate swap arrangements or other derivative contracts or transactionshowever, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to that the Guarantee and Collateral Agreement; (f) guarantees by the Group Members of (i) Indebtedness sum of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) aggregate principal amount of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right and the aggregate principal amount of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (gall then outstanding loans permitted by Section 11.8(g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), does not to exceed $25,000,000; and (h) guarantees by New Holdings or 10,000,000 at any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionone time outstanding.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Recourse Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptObligation, except for: (a) guarantees by New Holdings the Guaranty; (b) Contingent Obligations set forth on Schedule 11.4(b); (c) any Contingent Obligation of the Company or any Restricted Subsidiaries Recourse Subsidiary of obligations to third parties made the Company in the nature of a guarantee in the ordinary course of business of any Indebtedness or other obligations of the Company or any other Recourse Subsidiary of the Company, in connection each case, except any Contingent Obligations with relocation respect to the Existing Senior Notes, the Existing Subordinated Loan or any other Indebtedness that is not permitted to have such Contingent Obligations by the terms of employees this Agreement; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) any Contingent Obligation of New Holdings the Company or any of its Restricted Subsidiaries;Subsidiaries in the nature of a guarantee of Indebtedness or other obligations of any Permitted Joint Venture or other Person; provided, however, that the incurrence of such Contingent Obligation is permitted by Sections 11.2 (to the extent constituting Indebtedness) and 11.8; and (bg) guarantees by any Contingent Obligation of the Group Members incurred Company or any of its Subsidiaries in the nature of a guarantee of Indebtedness or other obligations of officers, directors and employees of the Company and its Subsidiaries in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsbusiness; provided, interest rate swap arrangements or other derivative contracts or transactionshowever, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to that the Guarantee and Collateral Agreement; (f) guarantees by the Group Members of (i) Indebtedness sum of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) aggregate principal amount of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right and the aggregate principal amount of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (gall then outstanding loans permitted by Section 11.8(g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), does not to exceed $25,000,000; and (h) guarantees by New Holdings or 10,000,000 at any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionone time outstanding.

Limitation on Contingent Obligations. Create, incur, assume or ------------------------------------ suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings pursuant to this Agreement, the Collateral Agreement or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesSynthetic Lease Facility; (b) guarantees by the Group Members Company incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 5,000,000 at any one timetime outstanding; (c) existing Contingent Obligations described guarantees by the Company or any Domestic Subsidiary of (i) obligations of the Company or of Domestic Subsidiaries (other than Encumbered Subsidiaries) and (ii) obligations of Foreign Subsidiaries in Schedule 8.4 including an aggregate principal amount at any extensions one time outstanding not to exceed $15,000,000 plus the ---- sum of any amounts dividended or renewals thereofdistributed to the Company or any Domestic Subsidiary (other than an Encumbered Subsidiary) subsequent to the date hereof by Foreign Subsidiaries, less the sum of (A) the aggregate amount of any ---- Indebtedness of Foreign Subsidiaries pursuant to subsection 7.1(c)(iii) and (B) the aggregate amount of any investments made in Foreign Subsidiaries subsequent to the date hereof pursuant to subsection 7.6(b)(iii); (d) Contingent Obligations of New Holdings guarantees by the Company or any Subsidiary of its Restricted Indebtedness of Encumbered Subsidiaries in respect of an aggregate principal amount not to exceed at any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesone time outstanding $35,000,000; (e) Contingent Obligations of existing on the Closing Date and described in Schedule 7.3(e) and Contingent Obligations relating to any Subsidiary Guarantor pursuant to the Guarantee and Collateral AgreementIndebtedness permitted under subsection 7.1(a); (f) guarantees by the Group Members of (i) Indebtedness obligations to third parties in connection with travel and entertainment advances and relocation and other loans to employees of the Group Members permitted under Section 8.2 (other than clause (f) thereof) Company or any of its Subsidiaries, in an amount which, together with all loans and (ii) obligations (other than Indebtedness) of the Group Members advances made pursuant to subsection 7.6(f), shall not prohibited hereunder; provided that (i) exceed $5,000,000 at any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteedone time outstanding; (g) Contingent Obligations in connection with workmen's compensation obligations and general liability exposure of the Company and its Subsidiaries; (h) subordinated guarantees in respect of the Subordinated Debt issued by Subsidiaries, provided that such subordinated guarantees are -------- subordinated to the Borrowers' obligations under this Agreement on substantially the same basis as the Subordinated Debt is subordinated to the Loans; and (i) guarantees by New Holdings the Company or any Restricted Domestic Subsidiary of Indebtedness of joint ventures of New Holdings in or to which the Company or any of its Restricted Subsidiaries has made investments or loans or advances as permitted by subsection 7.6(h) in an aggregate amountprincipal amount (when added to the aggregate then outstanding amount of such investments, when taken together with any loans, loans and advances, acquisitions and Investments made pursuant to Section 8.7(m), ) not to exceed at any one time outstanding $25,000,000; and 10,000,000 plus the sum of (hi) guarantees by New Holdings any amounts ---- dividended or distributed to the Company or any Restricted Domestic Subsidiary (other than an Encumbered Subsidiary) subsequent to the date hereof by such joint ventures and (ii) the proceeds of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is any sale permitted by subsection 7.5(j) to the terms of extent that such Sectionproceeds are not otherwise reinvested.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation except: except for (ai) the guarantees contemplated by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; Guarantee and Collateral Agreements, (bii)(x) guarantees by the Group Members incurred Borrower of Indebtedness of Foreign Subsidiary Borrowers in the ordinary course of business for an aggregate amount not to exceed $30,000,000 20,000,000 at any one time; time outstanding or (cy) existing Contingent Obligations guarantees by the Borrower of Permitted Foreign Debt of any Foreign Subsidiary provided that such Permitted Foreign Debt is not secured by any Liens, (iii) guarantees in existence on the Closing Date as described in Schedule 8.4 including any extensions or renewals thereof; 7.2(iii), (div) Contingent Obligations of New Holdings or in an aggregate amount not to exceed $10,000,000 at any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsone time outstanding, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (ev) Contingent Obligations of any Subsidiary Guarantor pursuant in respect of Indebtedness permitted under subsection 7.6(e), provided that such Contingent Obligations are subordinated to the Guarantee and Collateral Agreement; (f) guarantees by same extent as the Group Members of (i) Indebtedness obligations of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) Borrower in respect of the Group Members not prohibited hereunder; provided that related Indebtedness, (ivi) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to that any guarantee by a of the obligations of the Borrower or a Subsidiary Guarantor, if under the Indebtedness so guaranteed is subordinated in right of payment to the Roundup Agreement may constitute Contingent Obligations, such guarantee shall be subordinated in right of payment to the guarantee obligations, (vii) any guarantees of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings Borrower or any of its Restricted Subsidiaries in an aggregate amount, when taken together with under clause (ii) of subsection 5.1(d) or (viii) any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees guarantee of the obligations of the Borrower by New Holdings or any Restricted Subsidiary its Subsidiaries of Indebtedness permitted under Section 8.2(f), so long the Senior Subordinated Notes and the Bridge Subordinated Debt Documents (if any) provided that such Contingent Obligations are subordinated to the same extent as such guarantee is Indebtedness that is permitted by the terms obligations of such Sectionthe Borrower in respect of the related Indebtedness.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made the Guarantee and Collateral Agreement and the Guarantee and Collateral Agreement, as defined in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesExisting Credit Agreement; (b) other guarantees by the Group Members Company incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including guarantees by the Company or any extensions Subsidiary of obligations of the Company or renewals thereofany Subsidiary; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries existing on the Closing Date and described in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesSchedule 6.03(d); (e) guarantees of obligations to third parties in connection with relocation of employees of the Company or any of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to Section 6.06(f), shall not exceed $4,000,000 at any time outstanding; (f) Contingent Obligations in connection with workers' compensation obligations and general liability exposure of any Subsidiary Guarantor pursuant the Company and its Subsidiaries; (g) guarantees of the Senior Unsecured Debt issued by Subsidiaries of the Company which are also parties to the Guarantee and Collateral Agreement; (fh) subordinated guarantees of the Senior Subordinated Debt issued by Subsidiaries of the Company which are also parties to the Guarantee and Collateral Agreement; provided such subordinated guarantees are subordinated to the Guarantee and Collateral Agreement on the same basis as the Senior Subordinated Debt is subordinated to the Loans; (i) guarantees by the Group Members Company of (i) Indebtedness loans to employees of the Group Members permitted under Section 8.2 (other than clause (f) thereof) Company and (ii) obligations (other than Indebtedness) its Subsidiaries, the proceeds of the Group Members which are used to purchase stock of Holdings, in an aggregate amount not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to exceed, when added to the extent permitted amount of loans made by the Company to employees pursuant to Section 8.7(b) and (ii) with respect to 6.06(g), at any guarantee by a Borrower or a Subsidiary Guarantorone time outstanding, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed$8,000,000; (gj) guarantees by New Holdings or any Restricted Subsidiary the Company of Indebtedness loans to employees of joint ventures the Company and its Subsidiaries, the proceeds of New Holdings or any of its Restricted Subsidiaries which are used for travel and other ordinary expenses for which advances to employees are generally made, in an aggregate amountamount not to exceed, when taken together with any loans, advances, acquisitions and Investments added to the amount of loans made by the Company to employees pursuant to Section 8.7(msubsection 6.06(i), not to exceed at any one time outstanding, $25,000,0001,000,000; (k) at any time after the 2005 Filings have been made, Contingent Obligations in connection with Bank Drafts; and (hl) guarantees by New Holdings other unsecured Contingent Obligations; provided that, immediately prior to and after giving pro forma effect to any incurrence of such Contingent Obligations, no Default or any Restricted Subsidiary Event of Indebtedness Default has occurred and is continuing or would result therefrom and(i) such Contingent Obligations are permitted under Section 8.2(f), so long 6.03(k) of the Existing Credit Agreement as such guarantee is Indebtedness that is permitted by in effect on the terms Closing Date and(ii) the aggregate principal amount of such Sectionall Contingent Obligations incurred in accordance with this clause (l) during the term of this Agreement does not exceed $75,000,000 at any one time outstanding.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantees; (b) other guarantees by the Group Members Company incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 5,000,000 at any one timetime outstanding; (c) existing Contingent Obligations described guarantees by the Company or any Domestic Subsidiary (i) of obligations of Subsidiary Guarantors or the Company and (ii) of obligations of Foreign Subsidiaries or other Subsidiaries of the Company that are not Subsidiary Guarantors in Schedule 8.4 including an aggregate principal amount not to exceed $25,000,000 plus the sum of any extensions amounts dividended or renewals thereofdistributed to the Company or any Subsidiary Guarantors by such Foreign Subsidiaries, less any amounts outstanding in accordance with subsections 9.1(c)(iii) and 9.6(b)(iv); (d) Contingent Obligations of New Holdings or existing on the Closing Date and described in Schedule 9.3(d) and Contingent Obligations relating to any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesIndebtedness permitted under subsection 9.1 (a); (e) Contingent Obligations guarantees of obligations to third parties in connection with relocation of employees of the Company or any Subsidiary Guarantor of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 9.6(f), shall not exceed $5,000,000 at any time outstanding; (f) guarantees by the Group Members of (i) Indebtedness Contingent Obligations in connection with workmen's compensation obligations and general liability exposure of the Group Members permitted under Section 8.2 (other than clause (f) thereof) Company and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteedits Subsidiaries; (g) subordinated guarantees in respect of the Permanent Subordinated Debt provided by New Holdings one or any Restricted more Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries Guarantors (which guarantees may remain in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(meffect only so long as the respective such entity remains a Subsidiary Guarantor), not provided that such subordinated guarantees are subordinated to exceed $25,000,000the Guarantees on substantially the same basis as the Permanent Subordinated Debt is subordinated to the Loans; and (h) guarantees by New Holdings or with respect to any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f)Receivables Facility, so long as such guarantee is Indebtedness that is permitted by the terms of such SectionCompany and its Subsidiaries may provide Standard Securitization Undertakings.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) Contingent Obligations pursuant to this Agreement, the Subsidiary Guaranty or to the Collateral Agreement; (b) other guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Bermuda Holdings or any of its Restricted Subsidiaries; (b) guarantees by the Group Members Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 2,500,000 at any one time; (c) existing Contingent Obligations described guarantees of Bermuda Holdings or any Subsidiary of Bermuda Holdings of the obligations of Bermuda Holdings or any of its Subsidiaries; provided, that the aggregate amount of any obligations of Tier 2 Foreign Entities guaranteed by Credit Parties (except for guarantees otherwise permitted under this subsection 7.3) shall not exceed $20,000,000 plus the sum of any amounts dividended or distributed by any Tier 2 Foreign Entity to any Credit Party (and not retransferred to a Tier 2 Foreign Entity) less the sum of (A) the aggregate amount of any Indebtedness of Tier 2 Foreign Entities owed to Credit Parties pursuant to subsection 7.1(d) and (B) the aggregate amount of any investments made in Schedule 8.4 including Tier 2 Foreign Entities by Credit Parties pursuant to subsection 7.6(b). For purposes of this subsection 7.3(c), the payment, or intercompany loans or advances for such purpose, by Bermuda Holdings or any extensions Subsidiary of Bermuda Holdings of expenses and operating costs of Bermuda Holdings or renewals thereofany Subsidiary of Bermuda Holdings incurred in the ordinary course of business, provided that any such payment by Bermuda Holdings or any Subsidiary of Bermuda Holdings of expenses and operating costs of Tier 2 Foreign Entities pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not increase the amount of guarantees which may be made to such Foreign Subsidiaries pursuant to the first proviso to this paragraph, shall not be considered to be a loan, advance, dividend or other investment, and shall be permitted under this Agreement and such payments shall not reduce any permitted amounts to be so made as specified herein; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries existing on the Closing Date and described in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesSchedule 7.3(d); (e) Contingent Obligations guarantees of any Subsidiary Guarantor obligations to third parties in connection with relocation of employees of Bermuda Holdings and its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 7.6(f), shall not exceed $5,000,000 at any time outstanding; (f) guarantees by the Group Members Contingent Obligations in connection with workmen’s compensation obligations and general liability exposure of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) Bermuda Holdings and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunderits Subsidiaries; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed;and (g) guarantees by New Holdings or any Restricted Subsidiary Contingent Obligations of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries the Guarantors in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary respect of Indebtedness permitted under Section 8.2(fby subsection 7.1(c) and subsection 7.1 (j), so long as such guarantee is Indebtedness that is permitted by the terms of such Section.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation Obligation, including but not limited to Contingent Obligations incurred as a general partner in any limited partnership or general partnership, except: (ai) guarantees reimbursement and other obligations under standby letters of credit (including letters of credit issued for the purpose of satisfying bonding requirements) issued by New Holdings or Persons including the Banks; (ii) Contingent Obligations of M/I as the guarantor of letters of credit issued for the account of joint ventures in which M/I is a partner (including Guaranteed HNB Joint Ventures Letters of Credit), provided that M/I's Contingent Obligation on any Restricted Subsidiaries such guaranty shall be limited to a percentage of the amount of that joint venture's letters of credit equal to M/I's pro rata equitable ownership interest in such joint venture, provided further that the sum of the obligations to third parties made in permitted by clauses (a)(i) and (a)(ii) shall not exceed the ordinary course aggregate amount of business $11,500,000 at any one time outstanding on a consolidated basis, which $11,500,000 limitation shall not include any obligations in connection with relocation Standby L/Cs; and (iii) reimbursement obligations not in excess of employees of New Holdings or $30,000,000 at any of its Restricted Subsidiariesone time outstanding on a consolidated basis under Construction Bonds; (b) guarantees Contingent Obligations consisting of (i) guaranties by the Group Members incurred M/I of M/I Financial Corp.'s lease obligations in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at 1,000,000 in any one timeperiod of 12 consecutive months, (ii) M/I's obligations under the M/I Financial Corp. Loan Agreement in a principal amount not to exceed $40,000,000, (iii) guaranties by any Subsidiary of the obligations of Borrower under this Agreement, and (iv) guaranties by any Subsidiary of any other obligation of M/I to the Banks; (c) existing Contingent Obligations described related to Indebtedness of joint ventures in Schedule 8.4 including which M/I has made Investments in Joint Ventures as permitted by subsection 7.9(e) hereof and in which M/I is a partner, member or shareholder; provided, however, that the aggregate amount of such Contingent Obligations at any extensions or renewals thereof;one time outstanding pursuant to this subsection 7.3(c) shall not exceed (i) ten percent (10%) of Adjusted Consolidated Tangible Net Worth less (ii) the aggregate amount of secured and unsecured Indebtedness then outstanding pursuant to subsection 7.1(d) hereof; and (d) other Contingent Obligations of New Holdings or M/I which do not in the aggregate at any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsone time outstanding exceed $4,000,000, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant subject to the Guarantee and Collateral Agreement; (flimitations of subsection 7.9(k) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionhereof.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation Obligation, including but not limited to Contingent Obligations incurred as a general partner in any limited partnership or general partnership, except: (ai) guarantees reimbursement and other obligations under standby letters of credit (including letters of credit issued for the purpose of satisfying bonding requirements) issued by New Holdings or Persons including the Banks; (ii) Contingent Obligations of M/I as the guarantor of letters of credit issued for the account of joint ventures in which M/I is a partner (including Guaranteed HNB Joint Ventures Letters of Credit), provided that M/I's Contingent Obligation on any Restricted Subsidiaries such guaranty shall be limited to a percentage of the amount of that joint venture's letters of credit equal to M/I's pro rata equitable ownership interest in such joint venture, provided further that the sum of the obligations to third parties made in permitted by clauses (a)(i) and (a)(ii) shall not exceed the ordinary course aggregate amount of business $11,500,000 at any one time outstanding on a consolidated basis, which $11,500,000 limitation shall not include any obligations in connection with relocation Standby L/Cs; and (iii) reimbursement obligations not in excess of employees of New Holdings or $20,000,000 at any of its Restricted Subsidiariesone time outstanding on a consolidated basis under Construction Bonds; (b) guarantees Contingent Obligations consisting of (i) guaranties by the Group Members incurred M/I of M/I Financial Corp.'s lease obligations in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at 1,000,000 in any one timeperiod of 12 consecutive months,(ii) M/I's obligations under the M/I Financial Corp. Loan Agreement in a principal amount not to exceed $40,000,000, (iii) guaranties by any Subsidiary of the obligations of Borrower under this Agreement, and (iv) guaranties by any Subsidiary of any other obligation of M/I to the Banks; (c) existing Contingent Obligations described related to Indebtedness of joint ventures in Schedule 8.4 including which M/I has made Investments in Joint Ventures as permitted by subsection 7.9(e) hereof and in which M/I is a partner, member or shareholder; provided, however, that the aggregate amount of such Contingent Obligations at any extensions or renewals thereof;one time outstanding pursuant to this subsection 7.3(c) shall not exceed (i) $15,000,000 less (ii) the aggregate amount of secured and unsecured Indebtedness then outstanding pursuant to subsection 7.1(d) hereof; and (d) other Contingent Obligations of New Holdings or M/I which do not in the aggregate at any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsone time outstanding exceed $4,000,000, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant subject to the Guarantee and Collateral Agreement; (flimitations of subsection 7.9(k) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionhereof.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation Obligation, including but not limited to Contingent Obligations incurred as a general partner in any limited partnership or general partnership, except: (ai) guarantees reimbursement and other obligations under standby letters of credit (including letters of credit issued for the purpose of satisfying bonding requirements) issued by New Holdings or Persons including the Banks; (ii) Contingent Obligations of M/I as the guarantor of letters of credit issued for the account of joint ventures in which M/I is a partner (including Guaranteed HNB Joint Ventures Letters of Credit), provided that M/I's Contingent Obligation on any Restricted Subsidiaries such guaranty shall be limited to a percentage of the amount of that joint venture's letters of credit equal to M/I's pro rata equitable ownership interest in such joint venture, provided further that the sum of the obligations to third parties made in permitted by clauses (a)(i) and (a)(ii) shall not exceed the ordinary course aggregate amount of business $11,500,000 at any one time outstanding on a consolidated basis, which $11,500,000 limitation shall not include any obligations in connection with relocation Standby L/Cs; and (iii) reimbursement obligations not in excess of employees of New Holdings or $20,000,000 at any of its Restricted Subsidiariesone time outstanding on a consolidated basis under Construction Bonds; (b) guarantees Contingent Obligations consisting of (i) guaranties by the Group Members incurred M/I of M/I Financial Corp.'s lease obligations in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at 1,000,000 in any one timeperiod of 12 consecutive months,(ii) M/I's obligations under the M/I Financial -70- 71 Corp. Loan Agreement in a principal amount not to exceed $40,000,000, (iii) guaranties by any Subsidiary of the obligations of Borrower under this Agreement, and (iv) guaranties by any Subsidiary of any other obligation of M/I to the Banks; (c) existing Contingent Obligations described related to Indebtedness of joint ventures in Schedule 8.4 including which M/I has made Investments in Joint Ventures as permitted by subsection 7.9(e) hereof and in which M/I is a partner, member or shareholder; provided, however, that the aggregate amount of such Contingent Obligations at any extensions or renewals thereof;one time outstanding pursuant to this subsection 7.3(c) shall not exceed (i) $10,000,000 less (ii) the aggregate amount of secured and unsecured Indebtedness then outstanding pursuant to subsection 7.1(d) hereof; and (d) other Contingent Obligations of New Holdings or M/I which do not in the aggregate at any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsone time outstanding exceed $4,000,000, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant subject to the Guarantee and Collateral Agreement; (flimitations of subsection 7.9(k) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionhereof.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; (b) guarantees by the Group Members New Holdings and its Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement; (f) guarantees by the Group Members New Holdings and its Subsidiaries of (i) Indebtedness of the Group Members New Holdings and its Subsidiaries permitted under Section subsection 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members New Holdings and its Subsidiaries not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section subsection 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section subsection 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section subsection 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionsubsection.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptObligation, except for: (a) guarantees by New Holdings or the Guaranty; (b) Contingent Obligations set forth on Schedule 11.4; (c) any Restricted Subsidiaries Contingent Obligation of obligations to third parties made the Company in the nature of a guarantee in the ordinary course of business in connection with relocation of employees any Indebtedness or other obligations of New Holdings or any of its Restricted SubsidiariesSubsidiaries permitted under this Agreement; (bd) guarantees by any Contingent Obligation of any Subsidiary of the Group Members incurred Company in the nature of a guarantee in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at of any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions Indebtedness or renewals thereof; (d) Contingent Obligations other obligations of New Holdings or any of its Restricted the Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesSubsidiary permitted under this Agreement; (e) any Contingent Obligations Obligation of any Subsidiary Guarantor pursuant of the Company in the nature of a guarantee in the ordinary course of business of Indebtedness (other than the Subordinated Notes, the Existing Senior Notes or any Indebtedness referred to in Section 11.2(b) that is not permitted to have such Contingent Obligation by the Guarantee and Collateral Agreementterms of such Section 11.2(b)) or other obligations of the Company or any other Subsidiary of the Company; (f) guarantees by the Group Members of (i) Indebtedness any Contingent Obligation of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) Company or any of its Subsidiaries in the Group Members not prohibited hereunder; provided that (i) any nature of a guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary any Permitted Joint Venture; provided, however, that the incurrence of such Contingent Obligation is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b11.8(e) or Section 11.8(k); and (g) any Contingent Obligation of the Company or any of its Subsidiaries in the nature of a guarantee of Indebtedness of officers and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantordirectors of the Company and its Subsidiaries in the ordinary course of business; provided, if however, that the sum of the aggregate principal amount of the Indebtedness so guaranteed is subordinated in right and the aggregate principal amount of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (gall then outstanding loans permitted by Section 11.8(f) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), does not to exceed $25,000,000; and (h) guarantees by New Holdings or 7,000,000 at any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionone time outstanding.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation Obligation, including but not limited to Contingent Obligations incurred as a general partner in any limited partnership or general partnership, except: (ai) guarantees reimbursement and other obligations under standby letters of credit (including letters of credit issued for the purpose of satisfying bonding requirements) issued by New Holdings or Persons other than Banks; (ii) Contingent Obligations of Borrower as the guarantor of letters of credit issued for the account of joint ventures in which Borrower is a partner (including Guaranteed HNB Joint Ventures Letters of Credit), provided that Borrower's Contingent Obligation on any Restricted Subsidiaries such guaranty shall be limited to a percentage of the amount of that joint venture's letters of credit equal to Borrower's pro rata equitable ownership interest in such joint venture, provided further that the sum of the obligations to third parties made in permitted by clauses (a)(i) and (a)(ii) shall not exceed the ordinary course aggregate amount of business $7,000,000 at any one time outstanding on a consolidated basis, which $7,000,000 limitation shall not include any obligations in connection with relocation Standby L/Cs; and (iii) reimbursement obligations not in excess of employees of New Holdings or $10,000,000 at any of its Restricted Subsidiariesone time outstanding on a consolidated basis under Construction Bonds; (b) guarantees Contingent Obligations consisting of (i) guaranties by the Group Members incurred Borrower of M/I Financial Corp.'s lease obligations in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at 1,000,000 in any one timeperiod of 12 consecutive months, (ii) Borrower's obligations under the M/I Financial Corp. Loan Agreement in a principal amount not to exceed $25,000,000, and (iii) guaranties by any Subsidiary of the obligations of Borrower (including without limitation any guaranty by M/I Financial Corp. of any obligation of Borrower to Banks); (c) existing Contingent Obligations described related to Indebtedness of joint ventures in Schedule 8.4 including which Borrower has made Investments in Joint Ventures as permitted by subsection 7.9(e) hereof and in which Borrower is a partner, member or shareholder; provided, however, that the aggregate amount of such Contingent Obligations at any extensions or renewals thereofone time outstanding pursuant to this subsection 7.3(c) shall not exceed (i) $10,000,000 less (ii) the aggregate amount of secured and unsecured Indebtedness then outstanding pursuant to subsection 7.1(d) hereof; (d) Contingent Obligations for Office Building Loan Obligations, provided that the sum of New Holdings or any the amount of its Restricted Subsidiaries such Contingent Obligations and the amount of Borrower's Indebtedness for Office Building Loan Obligations as permitted by subsection 7.1(g) hereof shall at no time exceed the principal amount of $8,500,000 in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes;the aggregate; and (e) other Contingent Obligations of Borrower which do not in the aggregate at any Subsidiary Guarantor pursuant one time outstanding exceed $2,000,000, subject to the Guarantee and Collateral Agreement; (flimitations of subsection 7.9(l) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionhereof.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; (b) guarantees by the Group Members New Holdings and its Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement; (f) guarantees by the Group Members New Holdings and its Subsidiaries of (i) Indebtedness of the Group Members New Holdings and its Subsidiaries permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members New Holdings and its Subsidiaries not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000[Reserved]; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Section.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation exceptexcept for: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made Contingent Obligations in existence on the ordinary course of business Closing Date as described in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesSchedule 7.2; (b) Contingent Obligations of the Borrower or any Subsidiary of any obligation of the Borrower or any Subsidiary other than an obligation constituting Indebtedness; (c) the guarantees contemplated by the Security Documents; (d) guarantees by the Group Members incurred Borrower of Indebtedness of Foreign Subsidiary Borrowers in the ordinary course of business for an aggregate amount not to exceed $30,000,000 75,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposestime outstanding; (e) Contingent Obligations guarantees by the Borrower of Permitted Foreign Debt of any Subsidiary Guarantor pursuant to the Guarantee and Collateral AgreementForeign Subsidiary, provided that such Permitted Foreign Debt is not secured by any Liens; (f) guarantees by the Group Members Borrower in connection with any Receivables Purchase Facility; (g) Contingent Obligations of any Subsidiary Guarantor in respect of Indebtedness permitted under subsection 7.5(e), provided that such Contingent Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the related Indebtedness; (h) any guarantee of the obligations of the Borrower by its Subsidiaries of Indebtedness in respect of the Existing Senior Notes; provided that such Contingent Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the related Indebtedness; (i) guarantees by the Borrower of operating lease obligations of any Domestic Subsidiary incurred in connection with “build to suit” real property improvements in an aggregate amount not to exceed $60,000,000; (j) guarantees by the Borrower or any Subsidiary of any Indebtedness of the Group Members Borrower or any Subsidiary otherwise permitted hereunder (including, without limitation, under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder7.5); provided that (i) any no guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to under this clause (j) unless the extent permitted by Section 8.7(b) guaranteeing party shall have also provided a guarantee of the Obligations on the terms set forth herein and in the Guarantee and Collateral Agreement and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so being guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed;subordination of such Indebtedness; and (gk) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries insofar as not otherwise permitted pursuant to preceding clauses (a) through (j), Contingent Obligations in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), amount not to exceed $25,000,000; and (h) guarantees by New Holdings or 100,000,000 at any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionone time outstanding.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantees; (b) other guarantees by the Group Members Company incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 3,000,000 at any one time; (c) existing Contingent Obligations described guarantees by the Company or any Domestic Subsidiary (i) of obligations of Domestic Subsidiaries of the Company or the Company and (ii) of obligations of Foreign Subsidiaries of the Company in Schedule 8.4 including an aggregate principal amount not to exceed $15,000,000 plus the sum of any extensions amounts dividended or renewals thereof;distributed to the Company or any Domestic Subsidiary by such Foreign Subsidiaries, less any amounts outstanding in accordance with subsections 8.1(c)(iii) and 8.6(b)(iii). (d) Contingent Obligations of New Holdings or existing on the Closing Date and described in Schedule 8.3(d) and Contingent Obligations relating to any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesIndebtedness permitted under subsection 8.1(a); (e) Contingent Obligations guarantees of obligations to third parties in connection with relocation of employees of the Company or any Subsidiary Guarantor of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 8.6(f), shall not exceed $3,000,000 at any time outstanding; (f) guarantees by the Group Members of (i) Indebtedness Contingent Obligations in connection with workmen's compensation obligations and general liability exposure of the Group Members permitted under Section 8.2 (other than clause (f) thereof) Company and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunderits Subsidiaries; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed;and (g) subordinated guarantees in respect of the Subordinated Debt issued by New Holdings or any Restricted Subsidiary Subsidiaries of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amountthe Company which have also issued Guarantees, when taken together with any loans, advances, acquisitions and Investments made pursuant PROVIDED that such subordinated guarantees are subordinated to Section 8.7(m), not the Guarantees on substantially the same basis as the Subordinated Debt is subordinated to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such SectionLoans.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptObligation, except for: (a) guarantees by New Holdings or the Guaranty; (b) Contingent Obligations set forth on Schedule 11.4; (c) any Restricted Subsidiaries Contingent Obligation of obligations to third parties made the Company in the nature of a guarantee in the ordinary course of business in connection with relocation of employees any Indebtedness or other obligations of New Holdings or any of its Restricted SubsidiariesSubsidiaries permitted under this Agreement; (bd) guarantees by any Contingent Obligation of any Subsidiary of the Group Members incurred Company in the nature of a guarantee in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at of any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions Indebtedness or renewals thereof; (d) Contingent Obligations other obligations of New Holdings or any of its Restricted the Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesSubsidiary permitted under this Agreement; (e) any Contingent Obligations Obligation of any Subsidiary Guarantor pursuant of the Company in the nature of a guarantee in the ordinary course of business of Indebtedness (other than the Subordinated Notes, the Designated Senior Secured Notes or any Indebtedness referred to in Section 11.2(b) that is not permitted to have such Contingent Obligation by the Guarantee and Collateral Agreementterms of Section 11.2(b)) or other obligations of the Company or any other Subsidiary of the Company; (f) guarantees by the Group Members of (i) Indebtedness any Contingent Obligation of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) Company or any of its Subsidiaries in the Group Members not prohibited hereunder; provided that (i) any nature of a guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary any Permitted Joint Venture; provided, however, that the incurrence of such Contingent Obligation is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b11.8(e) or Section 11.8(k); and (g) any Contingent Obligation of the Company or any of its Subsidiaries in the nature of a guarantee of Indebtedness of officers and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantordirectors of the Company and its Subsidiaries in the ordinary course of business; provided, if however, that the sum of the aggregate principal amount of the Indebtedness so guaranteed is subordinated in right and the aggregate principal amount of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (gall then outstanding loans permitted by Section 11.8(f) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), does not to exceed $25,000,000; and (h) guarantees by New Holdings or 7,000,000 at any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionone time outstanding.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptother than: (a) the guarantees made by New Holdings or any Restricted the Domestic Subsidiaries of obligations pursuant to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesSubsidiaries Guarantee; (b) guarantees by Contingent Obligations of any Subsidiary of the Group Members incurred Company in the ordinary course nature of business for an aggregate amount not to exceed $30,000,000 at a guarantee of Indebtedness or other obligations of the Company or any one timeother wholly-owned Subsidiary of the Company (including, without limitation, any wholly-owned Subsidiary incurring such Contingent Obligations); (c) existing Contingent Obligations described of the Company in Schedule 8.4 including the nature of guarantees of Indebtedness or other obligations of any extensions of its wholly-owned Subsidiaries to the extent such Indebtedness or renewals thereofother obligations, as the case may be, are not prohibited by this Agreement; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsa corporation which becomes a Subsidiary after the date hereof, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement; (f) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or such Contingent Obligations existed at the time such corporation became a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is and were not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) created in anticipation thereof and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment immediately after giving effect to the Obligations, acquisition of such guarantee corporation no Default or Event of Default shall have occurred and be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000continuing; and (he) guarantees Guarantees of obligations of customers or suppliers made in the ordinary course of business after the Closing Date by New Holdings or the Company and/or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), the Company in respect of funds advanced to customers or suppliers by third parties so long as the aggregate amount so Guaranteed, together with the amounts paid under any such guarantee is Indebtedness that is permitted by Guarantee or advanced under subsection 8.7(e), does not exceed $20,000,000 in the terms of such Sectionaggregate at any one time outstanding.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptObligation, except for: (a) guarantees by New Holdings or the Guaranty; (b) Contingent Obligations set forth on Schedule 11.4; (c) any Restricted Subsidiaries Contingent Obligation of obligations to third parties made the Company in the nature of a guarantee in the ordinary course of business in connection with relocation of employees any Indebtedness or other obligations of New Holdings or any of its Restricted SubsidiariesSubsidiaries permitted under this Agreement; (bd) guarantees by any Contingent Obligation of any Subsidiary of the Group Members incurred Company in the nature of a guarantee in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at of any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions Indebtedness or renewals thereof; (d) Contingent Obligations other obligations of New Holdings or any of its Restricted the Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesSubsidiary permitted under this Agreement; (e) any Contingent Obligations Obligation of any Subsidiary Guarantor pursuant of the Company in the nature of a guarantee in the ordinary course of business of Indebtedness (other than the Subordinated Notes, the Designated Senior Secured Notes or any Indebtedness referred to in Section 11.2(b)) or other obligations of the Guarantee and Collateral AgreementCompany or any other Subsidiary of the Company; (f) guarantees by the Group Members of (i) Indebtedness any Contingent Obligation of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) Company or any of its Subsidiaries in the Group Members not prohibited hereunder; provided that (i) any nature of a guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary any Permitted Joint Venture; provided, however, that the incurrence of such Contingent Obligation is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b11.8(e); and (g) any Contingent Obligation of the Company or any of its Subsidiaries in the nature of a guarantee of Indebtedness of officers and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantordirectors of the Company and its Subsidiaries in the ordinary course of business; provided, if however, that the sum of the aggregate principal amount of the Indebtedness so guaranteed is subordinated in right and the aggregate principal amount of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (gall then outstanding loans permitted by Section 11.8(f) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), does not to exceed $25,000,000; and (h) guarantees by New Holdings or 7,000,000 at any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionone time outstanding.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptObligation, except for: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantees; (b) guarantees Contingent Obligations set forth in Schedule VIII, and any Contingent Obligations resulting from the refinancing of any Indebtedness or obligations supported by such Contingent Obligations, provided that (i) the Group Members incurred principal or face amount of any such refinancing Indebtedness or obligations (as determined as of the date of the incurrence of such refinancing Indebtedness or obligations in accordance with GAAP) does not exceed the ordinary course principal or face amount of business for an aggregate amount the Indebtedness or obligations refinanced thereby, (ii) the effective annual interest expense or cost applicable to such refinancing Indebtedness or obligations (as determined as of the date of the incurrence of such refinancing Indebtedness or obligations in accordance with GAAP) is not materially greater than the effective annual interest expense or cost applicable to exceed $30,000,000 at the Indebtedness or obligations refinanced thereby and (iii) such refinancing Indebtedness or obligations (or any one timeinstallment thereof) does not have any scheduled principal payments which are earlier than March 31, 2006 (or, in any case in which such Indebtedness or obligations had scheduled principal payments prior to such date, no earlier than the dates of such scheduled payments); (c) existing any Contingent Obligations described Obligation of the Company in Schedule 8.4 including the nature of a guarantee of any extensions Indebtedness or renewals thereofother obligations of any of its Subsidiaries permitted under this Agreement; (d) any Contingent Obligations Obligation of New Holdings or any of its Restricted the Subsidiaries of the Company in respect the nature of a guarantee of any foreign currency exchange contracts, interest rate swap arrangements Indebtedness or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or obligations of any of its Restricted the Subsidiaries for speculative purposesof such Subsidiary permitted under this Agreement; (e) any Contingent Obligations Obligation of any Subsidiary Guarantor pursuant of the Company in the nature of a guarantee of Indebtedness (other than the Subordinated Notes or any Indebtedness referred to in subsection 11.2(b)) or other obligations of the Guarantee and Collateral AgreementCompany or any other Subsidiary of the Company; (f) guarantees by the Group Members of (i) Indebtedness any Contingent Obligation of the Group Members permitted under Section 8.2 Company arising pursuant to the Agreement, dated as of February 7, 1994, by and among Xxxxxx X. Xxxxx (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) as the Secretary of Labor of the Group Members not prohibited hereunder; provided that (i) any guarantee by New United States), the Company and Mafco Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteedInc.; (g) guarantees by New Holdings or any Restricted Subsidiary Contingent Obligation of Indebtedness of joint ventures of New Holdings the Company or any of its Restricted Subsidiaries in an aggregate amount, when taken together with the nature of a guarantee of Indebtedness of any loans, advances, acquisitions and Investments made pursuant to Section 8.7(mPermitted Joint Venture; provided that the incurrence of such Contingent Obligation is permitted by subsection 11.8(e), not to exceed $25,000,000; and (h) guarantees by New Holdings any Contingent Obligation of the Company or any Restricted Subsidiary of its Subsidiaries in the nature of a guarantee of Indebtedness permitted under Section 8.2(f), of officers and directors of the Company and its Subsidiaries in the ordinary course of business; provided that the sum of the aggregate principal amount of the Indebtedness so long as such guarantee is Indebtedness that is guaranteed and the aggregate principal amount of all then outstanding loans permitted by the terms of such Sectionsubsection 11.8(f) does not exceed $3,000,000 at any one time outstanding.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation except: except for (ai) the guarantees contemplated by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; Security Documents, (bii)(x) guarantees by the Group Members incurred Borrower of Indebtedness of Foreign Subsidiary Borrowers in the ordinary course of business for an aggregate amount not to exceed $30,000,000 75,000,000 at any one time; time outstanding and (cy) existing Contingent Obligations guarantees by the Borrower of Permitted Foreign Debt of any Foreign Subsidiary, provided that such Permitted Foreign Debt is not secured by any Liens, (iii) guarantees in existence on the Closing Date as described in Schedule 8.4 including 7.2(iii), (iv) guarantees by the Borrower in connection with any extensions or renewals thereof; Receivables Purchase Facility, (dv) Contingent Obligations of New Holdings or in an aggregate amount not to exceed $100,000,000 at any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsone time outstanding, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (evi) Contingent Obligations of any Subsidiary Guarantor pursuant in respect of Indebtedness permitted under subsections 7.5(e), provided that such Contingent Obligations are subordinated to the Guarantee and Collateral Agreement; same extent as the obligations of the Borrower in respect of the related Indebtedness, (fvii) any guarantees of the Borrower or any of its Subsidiaries under subsection 5.1(b), (viii) any guarantee of the obligations of the Borrower by its Subsidiaries of Indebtedness in respect of the Existing Senior Subordinated Notes; provided that such Contingent Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the related Indebtedness, (ix) guarantees by the Group Members Borrower of (i) Indebtedness operating lease obligations of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Domestic Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted incurred in connection with “build to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries suit” real property improvements in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), amount not to exceed $25,000,000; and 60,000,000, or (hx) without duplication of subclause (ix) above, guarantees by New Holdings the Borrower or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by any obligation of the terms of such SectionBorrower or any Subsidiary other than an obligation constituting Indebtedness.

Limitation on Contingent Obligations. Create, incur, assume or ------------------------------------ suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantees; (b) other guarantees by the Group Members Company incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 5,000,000 at any one time; (c) existing Contingent Obligations described guarantees by the Company or any Domestic Subsidiary (i) of obligations of Domestic Subsidiaries of the Company or the Company and (ii) of obligations of Foreign Subsidiaries of the Company in Schedule 8.4 including an aggregate principal amount not to exceed $35,000,000 (plus the sum of any extensions amounts dividended or renewals thereof---- distributed by such Foreign Subsidiaries to the Company or any Domestic Subsidiary), as reduced by amounts outstanding in accordance with subsections 8.1(d)(iii), 8.1(j) or 8.6(b)(iv); provided that, in each case, if the primary -------- obligation being guaranteed is subordinated, such guarantees are subordinated to the Guarantees on substantially the same basis as such primary obligation is subordinated to the Loans. For purpose of this subsection 8.3(c), the payment, or intercompany loans or advances for such purpose, by the Company or any Subsidiary of expenses and operating costs of the Company or any Subsidiary (x) incurred in the ordinary course of business (provided that, any such payment by -------- the Company or any Subsidiary of expenses and operating costs of Foreign Subsidiaries of the Company pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not increase the amount of guarantees permitted pursuant to clause (ii) of this paragraph) or (y) incurred in association with the initial establishment, start up and capitalization of the Company and its Subsidiaries shall not be considered to be a loan, advance, dividend or other investment, and shall be permitted under this Agreement and such payments shall not reduce any permitted amounts to be so made as specified herein; (d) Contingent Obligations of New Holdings or existing on the Closing Date and described in Schedule 8.3(d) and Contingent Obligations relating to any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesIndebtedness permitted under subsection 8.1(a); (e) Contingent Obligations guarantees of obligations to third parties in connection with relocation of employees of the Company or any Subsidiary Guarantor of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 8.6(f), shall not exceed $7,500,000 at any time outstanding; (f) Contingent Obligations in connection with workmen's compensation obligations and general liability exposure of the Company and its Subsidiaries; and (g) subordinated guarantees by the Group Members in respect of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereofsubsection 8.1(i) and (ii) obligations (other than Indebtedness) the Specified Debt issued by Subsidiaries of the Group Members not prohibited hereunderCompany which have also issued Guarantees; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted such subordinated -------- guarantees are subordinated to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if Guarantees on substantially the same basis as such Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such SectionLoans.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation except: except for (ai) the guarantees contemplated by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; Guarantee and Collateral Agreements, (bii)(x) guarantees by the Group Members incurred Borrower of Indebtedness of Foreign Subsidiary Borrowers in the ordinary course of business for an aggregate amount not to exceed $30,000,000 50,000,000 at any one time outstanding, (y) guarantees by the Borrower of Permitted Foreign Debt of any Foreign Subsidiary, provided that such Permitted Foreign Debt is not secured by any Liens, and (z) guarantees by Foreign Subsidiaries of Permitted Foreign Debt and other obligations of other Foreign Subsidiaries, the Dollar Equivalent of which Permitted Foreign Debt and other such obligations shall not exceed $50,000,000 in aggregate principal outstanding at any time; , (ciii) existing Contingent Obligations guarantees in existence on the Closing Date as described in Schedule 8.4 including any extensions or renewals thereof; 7.2(iii), (div) Contingent Obligations of New Holdings or in an aggregate amount not to exceed $40,000,000 at any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsone time outstanding, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (ev) Contingent Obligations of any Subsidiary Guarantor pursuant in respect of Indebtedness permitted under subsections 7.6(e)-(g), provided that such Contingent Obligations are subordinated to the Guarantee and Collateral Agreement; (f) guarantees by same extent as the Group Members of (i) Indebtedness obligations of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) Borrower in respect of the Group Members not prohibited hereunder; provided that related Indebtedness, (ivi) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee guarantees of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings Borrower or any of its Restricted Subsidiaries in an aggregate amount, when taken together with under subsection 5.1(b) or (vii) any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees guarantee of the obligations of the Borrower by New Holdings or any Restricted Subsidiary its Subsidiaries of Indebtedness permitted under Section 8.2(f), so long in respect of the Senior Subordinated Notes provided that such Contingent Obligations are subordinated to the same extent as such guarantee is Indebtedness that is permitted by the terms obligations of such Sectionthe Borrower in respect of the related Indebtedness.

Limitation on Contingent Obligations. CreateDirectly or indirectly ------------------------------------ create, incur, assume or assume, guarantee, suffer to exist exist, or otherwise become or remain or indirectly liable with respect to, any Contingent Obligation Obligations, except: (ai) guarantees by New Holdings Contingent Obligations incurred pursuant to the Loan Documents; (ii) Contingent Obligations existing on the Closing Date and --------------- set forth in Schedule 5.4(c) and any extensions, renewals, refinancings and replacements thereof; provided that (x) if such Contingent Obligation relates to Indebtedness, the extension, renewal, refinancing or any Restricted Subsidiaries replacement of obligations such Indebtedness is permitted pursuant to third parties made Section 5.4(b); and (y) if such Contingent Obligation does not relate to Indebtedness, the amount of such Contingent Obligations is not increased; (iii) endorsements of checks for collection or deposit in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiariesbusiness; (biv) guarantees Guaranties by Borrower of lease obligations of any Subsidiary of Borrower (other than an Encumbered Subsidiary) to the Group Members incurred in extent such Subsidiary is permitted to incur such lease obligation pursuant to the ordinary course terms of business for an aggregate amount not to exceed $30,000,000 at any one timethis Agreement; (cv) existing Contingent Obligations described in Schedule 8.4 including Guaranties by Borrower or any extensions or renewals thereofSubsidiary of Borrower of any Indebtedness permitted pursuant to Section 5.4(b) other than (x) Indebtedness of an Encumbered Subsidiary and (y) Indebtedness permitted pursuant to Section 5.4(b)(ii); (dvi) any Contingent Obligation with respect to obligations of an Encumbered Subsidiary to the extent, but only to the extent, that the amount of such Contingent Obligation would be permitted as an advance to such Encumbered Subsidiary under Section 5.4(g)(iv); (vii) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsBorrower under the Merger Agreement, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee Distribution Agreement and Collateral Agreement; (f) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000Ancillary Agreements; and (hviii) guarantees by New Holdings additional Contingent Obligations of Borrower or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms Borrower in an aggregate amount outstanding at any one time not in excess of such Section$5,000,000.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation except: except for (ai) the guarantees contemplated by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; Guarantee and Collateral Agreements, (bii)(x) guarantees by the Group Members incurred Borrower of Indebtedness of Foreign Subsidiary Borrowers in the ordinary course of business for an aggregate amount not to exceed $30,000,000 25,000,000 at any one time outstanding, (y) guarantees by the Borrower of Permitted Foreign Debt of any Foreign Subsidiary, PROVIDED that such Permitted Foreign Debt is not secured by any Liens, and (z) guarantees by Foreign Subsidiaries of Permitted Foreign Debt and other obligations of other Foreign Subsidiaries, the Dollar Equivalent of which Permitted Foreign Debt and other such obligations shall not exceed $50,000,000 in aggregate principal outstanding at any time; , (ciii) existing Contingent Obligations guarantees in existence on the Closing Date as described in Schedule 8.4 including any extensions or renewals thereof; 7.2(iii), (div) Contingent Obligations of New Holdings or in an aggregate amount not to exceed $20,000,000 at any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsone time outstanding, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (ev) Contingent Obligations of any Subsidiary Guarantor pursuant in respect of Indebtedness permitted under subsection 7.6(e), PROVIDED that such Contingent Obligations are subordinated to the Guarantee same extent as the obligations of the Borrower in respect of the related Indebtedness, (vi) to the extent that any of the obligations of the Borrower under the Roundup Agreement may constitute Contingent Obligations, such obligations, (vii) any guarantees of the Borrower or any of its Subsidiaries under clause (ii) of subsection 5.1(d), (viii) any guarantee of the obligations of the Borrower by its Subsidiaries of Indebtedness under the Senior Subordinated Notes and Collateral Agreement; the Bridge Subordinated Debt Documents (fif any) guarantees PROVIDED that such Contingent Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the related Indebtedness, or (ix) any guarantee by the Group Members Borrower of Indebtedness incurred by OMS Investments, Inc. in connection with the Substral Acquisition." J. AMENDMENT OF SUBSECTION 7.4 (i) Indebtedness LIMITATION ON CAPITAL EXPENDITURES). Subsection 7.4 of the Group Members permitted under Section 8.2 Credit Agreement is hereby amended by deleting in each instance "$70,000,000" and by replacing it with "$90,000,000". K. AMENDMENT OF SUBSECTION 7.6 (other than LIMITATION ON INDEBTEDNESS). 1. Subsection 7.6 of the Credit Agreement is hereby amended by deleting in clause (f) thereof) thereof "$10,000,000" and (ii) obligations (other than Indebtedness) inserting in lieu thereof "$20,000,000". 2. Subsection 7.6 of the Group Members not prohibited hereunder; provided that Credit Agreement is hereby further amended by deleting the word "and" at the end of clause (ik) any guarantee by New Holdings or a Restricted Subsidiary thereof, deleting the period at the end of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and clause (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(ml), not to exceed $25,000,000inserting in lieu thereof "; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f)", so long as such guarantee is Indebtedness that is permitted by and adding immediately thereafter the terms of such Section.following:

Limitation on Contingent Obligations. Create, incur, assume ------------------------------------ or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantees; (b) other guarantees by the Group Members Borrower incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 2,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including guarantees by (i) any extensions Domestic Entity of obligations of any Domestic Entity, (ii) a Foreign Entity of obligations of the Borrower, a Foreign Entity or renewals thereofof a Domestic Entity and (iii) any Domestic Entity of obligations of a Foreign Entity; provided that at no time shall the sum of (x) the aggregate amount of obligations of Foreign Entities guaranteed by Domestic Entities and (y) the aggregate amount of Indebtedness of Foreign Entities owed to Domestic Entities exceed $3,000,000 (other than pursuant to clause (iv) of Section 8.1(c)); (d) Contingent Obligations of New Holdings or existing on the Effective Date and described in Schedule 8.3(d) and Contingent Obligations relating to any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesIndebtedness permitted under subsection 8.1(a); (e) Contingent Obligations guarantees of obligations to third parties in connection with relocation of employees of the Borrower or any Subsidiary Guarantor of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 8.6(f), shall not exceed $5,000,000 at any time outstanding; (f) guarantees by the Group Members of (i) Indebtedness Contingent Obligations in connection with workmen's compensation obligations and general liability exposure of the Group Members permitted under Section 8.2 (other than clause (f) thereof) Borrower and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunderits Subsidiaries; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed;and (g) subordinated guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary respect of Indebtedness permitted under Section 8.2(f)subsection 8.1 (i) issued by the Borrower and Subsidiaries of the Borrower (other than the Special Purpose Subsidiaries) which have also issued Guarantees, so long provided that such subordinated guarantees are subordinated to -------- the Guarantees on substantially the same basis as such guarantee Indebtedness is Indebtedness that is permitted by subordinated to the terms of such SectionLoans.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; (b) guarantees by the Group Members New Holdings and its Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement; (f) guarantees by the Group Members New Holdings and its Subsidiaries of (i) Indebtedness of the Group Members New Holdings and its Subsidiaries permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members New Holdings and its Subsidiaries not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions [Reserved]; and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; andAMERICAS 94977503 (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Section.

Limitation on Contingent Obligations. CreateAgree to or assume, incurguarantee, assume indorse or suffer to exist otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation Obligation, including but not limited to Contingent Obligations incurred as a general partner in any limited partnership or general partnership, except: (ai) guarantees reimbursement and other obligations under standby letters of credit (including letters of credit issued for the purpose of satisfying bonding requirements) issued by New Holdings or Persons other than Banks; (ii) Contingent Obligations of Borrower as the guarantor of letters of credit issued for the account of joint ventures in which Borrower is a partner (including Guaranteed HNB Joint Ventures Letters of Credit), provided that Borrower's Contingent Obligation on any Restricted Subsidiaries such guaranty shall be limited to a percentage of the amount of that joint venture's letters of credit equal to Borrower's pro rata equitable ownership interest in such joint venture, provided further that the sum of the obligations to third parties made in permitted by clauses (a)(i) and (a)(ii) shall not exceed the ordinary course aggregate amount of business $7,000,000 at any one time outstanding on a consolidated basis, which $7,000,000 limitation shall not include any obligations in connection with relocation Standby L/Cs; and (iii) reimbursement obligations not in excess of employees of New Holdings or $7,500,000 at any of its Restricted Subsidiariesone time outstanding on a consolidated basis under Construction Bonds; (b) guarantees Contingent Obligations consisting of (i) guaranties by the Group Members incurred Borrower of M/I Financial Corp.'s lease obligations in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at 1,000,000 in any one time;period of 12 consecutive months, (ii) Borrower's obligations under the M/I Financial (c) existing Contingent Obligations described related to Indebtedness of joint ventures in Schedule 8.4 including which Borrower has made Investments in Joint Ventures as permitted by subsection 6.9(e) hereof and in which Borrower is a partner, member or shareholder; provided, however, that the aggregate amount of such Contingent Obligations at any extensions or renewals thereofone time outstanding pursuant to this subsection 6.3(c) shall not exceed (i) $10,000,000 less (ii) the aggregate amount of secured and unsecured Indebtedness then outstanding pursuant to subsection 6.1(d) hereof; (d) Contingent Obligations for Office Building Loan Obligations, provided that the sum of New Holdings or any the amount of its Restricted Subsidiaries such Contingent Obligations and the amount of Borrower's Indebtedness for Office Building Loan Obligations as permitted by subsection 6.1(g) hereof shall at no time exceed the principal amount of $8,500,000 in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes;the aggregate; and (e) other Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement; (f) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members Borrower which do not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or aggregate at any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to one time outstanding exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Section2,000,000.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantees; (b) unsecured guarantees by the Group Members Borrowers or any Subsidiary incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 5,000,000 at any one time; (c) existing Contingent Obligations described unsecured guarantees of the obligations of Foreign Subsidiaries not to exceed $5,000,000 in Schedule 8.4 including the aggregate at any extensions time (plus the sum of any amounts dividended or renewals thereofdistributed by any Foreign Subsidiary to the Borrowers or any Domestic Subsidiary) minus any amounts loaned to or invested in any Foreign Subsidiaries by the Borrowers; (d) Contingent Obligations existing on the Closing Date and described in Schedule 7.3(d) and Contingent Obligations relating to any Indebtedness permitted under Section 7.1 (but excluding any guarantees by any Borrower of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into the Parent Notes which guarantees are not permitted by New Holdings or any of its Restricted Subsidiaries for speculative purposesthis Agreement); (e) Contingent Obligations guarantees of obligations to third parties in connection with relocation of employees of American Tire or any Subsidiary Guarantor of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 7.6(g), shall not exceed $1,000,000 at any time outstanding; (f) guarantees by the Group Members of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) Contingent Obligations in connection with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteedworkmen’s compensation obligations; (g) unsecured guarantees by New Holdings of the Senior Notes or Permanent Debt; (h) unsecured guarantees to the extent constituting Subordinated Indebtedness permitted under Section 7.1(h); (i) any Restricted Subsidiary Borrower may guaranty the obligation of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries other Borrower; (j) unsecured Contingent Obligations not otherwise included in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(msubsections (a) through (i), not to exceed $25,000,00025,000,000 in the aggregate; and (hk) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(fother unsecured Contingent Obligations, not otherwise included in subsections (a) through (j), so long as such Excess Availability at the time of and after giving pro forma effect thereto is at least $25,000,000. Notwithstanding anything to the contrary contained herein, Borrowers shall not be permitted to guarantee the Parent Notes or any other Indebtedness incurred by Holdings that Holdings is Indebtedness that is expressly permitted to incur by the terms of such SectionParent Guarantee.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted Subsidiaries; (b) guarantees by the Group Members New Holdings and its Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement; (f) guarantees by the Group Members New Holdings and its Subsidiaries of (i) Indebtedness of the Group Members New Holdings and its Subsidiaries permitted under Section subsection 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members New Holdings and its Subsidiaries not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section subsection 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000[Reserved]; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section subsection 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionsubsection.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except:: -102- 109 (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantees; (b) other guarantees by the Group Members Company incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 5,000,000 at any one timetime outstanding; (c) existing guarantees by the Company or any Domestic Subsidiary (i) of obligations of Wholly-Owned Subsidiary Guarantors or the Company; (ii) of obligations of Foreign Subsidiaries of the Company in an aggregate principal amount not to exceed $25,000,000 plus the sum of any amounts dividended or distributed to the Company or any Wholly-Owned Subsidiary Guarantors by such Foreign Subsidiaries, less any amounts outstanding in accordance with subsections 9.1(c)(iii) and 9.6(b)(iii); and (iii) of obligations of one or more Captive Insurance Subsidiaries in an aggregate amount not to exceed $10,000,000 plus the sum of all amounts dividended or distributed (except as contemplated by subsection 9.5(j)) to the Company or any Wholly-Owned Subsidiary Guarantor after the Closing Date by Captive Insurance Subsidiaries, less any amounts outstanding in accordance with subsections 9.1(c)(iv) and 9.6(k); provided that any unreimbursed payments pursuant to any Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereofmade as permitted by preceding clause (iii) shall be deemed to constitute investments made pursuant to (and shall be required to satisfy the requirements of) subsection 9.6(k); (d) Contingent Obligations of New Holdings or existing on the Closing Date and described in Schedule 9.3(d) and Contingent Obligations relating to any of its Restricted Subsidiaries refinancing Indebtedness permitted under subsection 9.1(a) (in respect of any foreign currency exchange contractseach case, interest rate swap arrangements or other derivative contracts or transactions, other than so long as the Contingent Obligations relating to any such contracts, arrangements refinancing Indebtedness are not more extensive (or transactions entered into provided by New Holdings additional obligors) than the Contingent Obligations as same existed with respect to the Indebtedness being refinanced (or any of its Restricted Subsidiaries for speculative purposeswhich was originally so refinanced); (e) Contingent Obligations guarantees of obligations to third parties in connection with relocation of employees of the Company or any Subsidiary Guarantor of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 9.6(f), shall not exceed $5,000,000 at any time outstanding; (f) guarantees by the Group Members of (i) Indebtedness Contingent Obligations in connection with workmen's compensation obligations and general liability exposure of the Group Members permitted under Section 8.2 (other than clause (f) thereof) Company and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunderits Subsidiaries; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed;-103- 110 (g) subordinated guarantees in respect of the Subordinated Debt provided by New Holdings one or any Restricted more Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries Guarantors (which guarantees may remain in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(meffect only so long as the respective such entity remains a Subsidiary Guarantor), not PROVIDED that such subordinated guarantees are subordinated to exceed $25,000,000the Guarantees on substantially the same basis as the Subordinated Debt is subordinated to the Loans; and (h) guarantees by New Holdings or with respect to any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f)Receivables Facility entered into after the Closing Date, so long as such guarantee is Indebtedness that is permitted by the terms of such SectionCompany and its Subsidiaries may provide Standard Securitization Undertakings.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Recourse Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptObligation, except for: (a) guarantees by New Holdings the Guaranty; (b) Contingent Obligations set forth on Schedule 11.4(b); (c) any Contingent Obligation of the Company or any Restricted Subsidiaries Recourse Subsidiary of obligations to third parties made the Company in the nature of a guarantee in the ordinary course of business of any Indebtedness or other obligations of the Company or any other Recourse Subsidiary of the Company, in each case, except any Contingent Obligations with respect to the Existing Senior Notes, the Existing Subordinated Loan or any other Indebtedness that is not permitted to have such Contingent Obligations by the terms of this Agreement; (d) any Contingent Obligation of a Subsidiary of the Company (including, upon and following the consummation of the Colomer Acquisition, the Acquired Business) outstanding on the date on which such Subsidiary was acquired by the Company or incurred in connection with relocation Indebtedness permitted by Section 11.2(r) (other than Contingent Obligations issued in contemplation of employees or as consideration for, or to provide all or any portion of New Holdings the credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company); (e) [Intentionally Omitted]; (f) any Contingent Obligation of the Company or any of its Restricted Subsidiaries;Subsidiaries in the nature of a guarantee of Indebtedness or other obligations of any Permitted Joint Venture or other Person; provided, however, that the incurrence of such Contingent Obligation is permitted by Sections 11.2 (to the extent constituting Indebtedness) and 11.8; and (bg) guarantees by any Contingent Obligation of the Group Members incurred Company or any of its Subsidiaries in the nature of a guarantee of Indebtedness or other obligations of officers, directors and employees of the Company and its Subsidiaries in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsbusiness; provided, interest rate swap arrangements or other derivative contracts or transactionshowever, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to that the Guarantee and Collateral Agreement; (f) guarantees by the Group Members of (i) Indebtedness sum of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) aggregate principal amount of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right and the aggregate principal amount of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (gall then outstanding loans permitted by Section 11.8(g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), does not to exceed $25,000,000; and (h) guarantees by New Holdings or 10,000,000 at any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionone time outstanding.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantees; (b) other guarantees by the Group Members Borrower incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 5,000,000 at any one time; (c) existing Contingent Obligations described guarantees by the Borrower or any Domestic Subsidiary (i) of obligations of Domestic Subsidiaries of the Borrower or the Borrower and (ii) of obligations of Foreign Subsidiaries of the Borrower in Schedule 8.4 including an aggregate principal amount at any extensions one time not to exceed $35,000,000 (plus the sum of any amounts dividended or renewals thereofdistributed by such Foreign Subsidiaries to the Borrower or any Domestic Subsidiary), as reduced by amounts outstanding in accordance with subsections 9.1(d)(iii), 9.1(j) or 9.6(b)(iv); provided that, in each case, if the primary obligation being guaranteed is subordinated, such guarantees are subordinated to the Guarantees on substantially the same basis as such primary obligation is subordinated to the Loans. For purpose of this subsection 9.3(c), the payment, or intercompany loans or advances for such purpose, by the Borrower or any Subsidiary of expenses and operating costs of the Borrower or any Subsidiary (x) incurred in the ordinary course of business (provided that, any such payment by the Borrower or any Subsidiary of expenses and operating costs of Foreign Subsidiaries of the Borrower pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not increase the amount of guarantees permitted pursuant to clause (ii) of this paragraph) or (y) incurred in association with the initial establishment, start up and capitalization of the Borrower and its Subsidiaries shall not be considered to be a loan, advance, dividend or other investment, and shall be permitted under this Agreement and such payments shall not reduce any permitted amounts to be so made as specified herein; (d) Contingent Obligations of New Holdings or existing on the Closing Date and described in Schedule 9.3(d) and Contingent Obligations relating to any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesIndebtedness permitted under subsection 9.1(a); (e) Contingent Obligations guarantees of obligations to third parties in connection with relocation of employees of the Borrower or any Subsidiary Guarantor of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 9.6(f), shall not exceed $7,500,000 at any time outstanding; (f) Contingent Obligations in connection with workmen’s compensation obligations and general liability exposure of the Borrower and its Subsidiaries; and (g) subordinated guarantees by the Group Members in respect of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereofsubsection 9.1(i) and (ii) obligations (other than Indebtedness) the Specified Debt issued by Subsidiaries of the Group Members not prohibited hereunderBorrower which have also issued Guarantees; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted such subordinated guarantees are subordinated to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if Guarantees on substantially the same basis as such Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such SectionLoans.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Recourse Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptObligation, except for: (a) guarantees by New Holdings the Guaranty; (b) Contingent Obligations set forth on Schedule 11.4(b); (c) any Contingent Obligation of the Company or any Restricted Subsidiaries Recourse Subsidiary of obligations to third parties made the Company in the nature of a guarantee in the ordinary course of business of any Indebtedness or other obligations of the Company or any other Recourse Subsidiary of the Company, in each case, except any Contingent Obligations with respect to the Existing Senior Notes, the Existing Subordinated Loan or any other Indebtedness that is not permitted to have such Contingent Obligations by the terms of this Agreement; (d) any Contingent Obligation of a Subsidiary of the Company (including, upon and following the consummation of the Colomer Acquisition, the Acquired Business) outstanding on the date on which such Subsidiary was acquired by the Company or incurred in connection with relocation Indebtedness permitted by Section 11.2(r) (other than Contingent Obligations issued in contemplation of employees or as consideration for, or to provide all or any portion of New Holdings the credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company); (e) [Intentionally Omitted.]; (f) any Contingent Obligation of the Company or any of its Restricted Subsidiaries;Subsidiaries in the nature of a guarantee of Indebtedness or other obligations of any Permitted Joint Venture or other Person; provided, however, that the incurrence of such Contingent Obligation is permitted by Sections 11.2 (to the extent constituting Indebtedness) and 11.8; and (bg) guarantees by any Contingent Obligation of the Group Members incurred Company or any of its Subsidiaries in the nature of a guarantee of Indebtedness or other obligations of officers, directors and employees of the Company and its Subsidiaries in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contractsbusiness; provided, interest rate swap arrangements or other derivative contracts or transactionshowever, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to that the Guarantee and Collateral Agreement; (f) guarantees by the Group Members of (i) Indebtedness sum of the Group Members permitted under Section 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) aggregate principal amount of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right and the aggregate principal amount of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (gall then outstanding loans permitted by Section 11.8(g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), does not to exceed $25,000,000; and (h) guarantees by New Holdings or 10,000,000 at any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionone time outstanding.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings the Borrower or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings the Borrower or any of its Restricted Subsidiaries; (b) guarantees by the Group Members Borrower and its Restricted Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings the Borrower or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings the Borrower or any of its Restricted Subsidiaries for speculative purposes; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement, the First Lien Guarantee and Collateral Agreement or any other First Priority Guarantee (as defined in the Intercreditor Agreement); (f) guarantees by the Group Members Borrower and its Restricted Subsidiaries of (i) Indebtedness of the Group Members Borrower and its Restricted Subsidiaries permitted under Section subsection 8.2 (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) of the Group Members Borrower and its Restricted Subsidiaries not prohibited hereunder; provided that (i) any guarantee by New Holdings the Borrower or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section subsection 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or the Borrower and any Restricted Subsidiary Guarantor of Indebtedness of joint ventures of New Holdings or the obligations under the Senior Notes and any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000Permitted Refinancing thereof; and (h) guarantees by New Holdings the Borrower or any Restricted Subsidiary of Indebtedness permitted under Section subsection 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such Sectionsubsection.

Limitation on Contingent Obligations. CreateThe Company will not, and will not permit any of its Subsidiaries to, agree to, or assume or incur, assume or suffer to exist otherwise in any way be or become responsible or liable, directly or indirectly, with respect to, any Contingent Obligation exceptObligation, except for: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantees; (b) guarantees Contingent Obligations set forth in Schedule VIII, and any Contingent Obligations resulting from the refinancing of any Indebtedness or obligations supported by such Contingent Obligations, provided that (i) the Group Members incurred principal or face amount of any such refinancing Indebtedness or obligations (as determined as of the date of the incurrence of such refinancing Indebtedness or obligations in accordance with GAAP) does not exceed the ordinary course principal or face amount of business for an aggregate amount the Indebtedness or obligations refinanced thereby, (ii) the effective annual interest expense or cost applicable to such refinancing Indebtedness or obligations (as determined as of the date of the incurrence of such refinancing Indebtedness or obligations in accordance with GAAP) is not materially greater than the effective annual interest expense or cost applicable to exceed $30,000,000 at the Indebtedness or obligations refinanced thereby and (iii) such refinancing Indebtedness or obligations (or any one timeinstallment thereof) does not have any scheduled principal payments which are earlier than December 31, 2002 (or, in any case in which such Indebtedness or obligations 158 had scheduled principal payments prior to such date, no earlier than the dates of such scheduled payments); (c) existing any Contingent Obligations described Obligation of the Company in Schedule 8.4 including the nature of a guarantee of any extensions Indebtedness or renewals thereofother obligations of any of its Subsidiaries permitted under this Agreement; (d) any Contingent Obligations Obligation of New Holdings or any of its Restricted the Subsidiaries of the Company in respect the nature of a guarantee of any foreign currency exchange contracts, interest rate swap arrangements Indebtedness or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or obligations of any of its Restricted the Subsidiaries for speculative purposesof such Subsidiary permitted under this Agreement; (e) any Contingent Obligations Obligation of any Subsidiary Guarantor pursuant of the Company in the nature of a guarantee of Indebtedness (other than the Subordinated Notes, the Sinking Fund Debentures or any Indebtedness referred to in subsection 14.2(b)) or other obligations of the Guarantee and Collateral AgreementCompany or any other Subsidiary of the Company; (f) guarantees by the Group Members of (i) Indebtedness any Contingent Obligation of the Group Members permitted under Section 8.2 Company arising pursuant to the Agreement, dated as of February 7, 1994, by and among Xxxxxx X. Xxxxx (other than clause (f) thereof) and (ii) obligations (other than Indebtedness) as the Secretary of Labor of the Group Members not prohibited hereunder; provided that (i) any guarantee by New United States), the Company and Mafco Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteedInc.; (g) guarantees by New Holdings or any Restricted Subsidiary Contingent Obligation of Indebtedness of joint ventures of New Holdings the Company or any of its Restricted Subsidiaries in an aggregate amount, when taken together with the nature of a guarantee of Indebtedness of any loans, advances, acquisitions and Investments made pursuant to Section 8.7(mPermitted Joint Venture; provided that the incurrence of such Contingent Obligation is permitted by subsection 14.8(e), not to exceed $25,000,000; and (h) guarantees by New Holdings any Contingent Obligation of the Company or any Restricted Subsidiary of its Subsidiaries in the nature of a guarantee of Indebtedness permitted under Section 8.2(f), of officers and directors of the Company and its Subsidiaries in the ordinary course of business; provided that the sum of the aggregate principal amount of the Indebtedness so long as such guarantee is Indebtedness that is guaranteed and the aggregate principal amount of all then outstanding loans permitted by the terms of such Sectionsubsection 14.8(f) does not exceed $1,000,000 at any one time outstanding.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Holdings or any of its Restricted SubsidiariesGuarantee and Collateral Agreement; (b) other guarantees by the Group Members Company incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 at any one time; (c) existing Contingent Obligations described in Schedule 8.4 including guarantees by the Company or any extensions Subsidiary of obligations of the Company or renewals thereofany Subsidiary; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries existing on the Closing Date and described in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesSchedule 6.03(d); (e) guarantees of obligations to third parties in connection with relocation of employees of the Company or any of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to Section 6.06(f), shall not exceed $4,000,000 at any time outstanding; (f) Contingent Obligations in connection with workers' compensation obligations and general liability exposure of any Subsidiary Guarantor pursuant the Company and its Subsidiaries; (g) guarantees of the Senior Unsecured Debt issued by Subsidiaries of the Company which are also parties to the Guarantee and Collateral Agreement; (fh) subordinated guarantees of the Senior Subordinated Debt issued by Subsidiaries of the Company which are also parties to the Guarantee and Collateral Agreement; provided such subordinated guarantees are subordinated to the Guarantee and Collateral Agreement on the same basis as the Senior Subordinated Debt is subordinated to the Loans; (i) guarantees by the Group Members Company of loans to employees of the Company and its Subsidiaries, the proceeds of which are used to purchase stock of Holdings, in an aggregate amount not to exceed, when added to the amount of loans made by the Company to employees pursuant to Section 6.06(g), at any one time outstanding, $8,000,000; (j) guarantees by the Company of loans to employees of the Company and its Subsidiaries, the proceeds of which are used for travel and other ordinary expenses for which advances to employees are generally made, in an aggregate amount not to exceed, when added to the amount of loans made by the Company to employees pursuant to subsection 6.06(i), at any one time outstanding, $1,000,000; (k) other unsecured Contingent Obligations; provided that, immediately prior to and after giving pro forma effect to any incurrence of such Contingent Obligations, no Default or Event of Default has occurred and is continuing or would result therefrom and (i) Indebtedness of the Group Members permitted under Section 8.2 Availability is greater than $65,000,000 or (other ii) (x) Availability is greater than clause $50,000,000 (f) thereofbut less than $65,000,000) and (iiy) obligations (other than Indebtedness) the aggregate principal amount of the Group Members not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and all Contingent Obligations incurred in accordance with this clause (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if during the Indebtedness so guaranteed is subordinated in right term of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), this Agreement does not to exceed $25,000,00075,000,000 at any one time outstanding; and (hl) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long as such guarantee is Indebtedness that is permitted by the terms of such SectionContingent Obligations in connection with Bank Drafts.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) Contingent Obligations pursuant to this Agreement, the Subsidiary Guaranty or to the Collateral Agreement; (b) other guarantees by New Holdings or any Restricted Subsidiaries of obligations to third parties made in the ordinary course of business in connection with relocation of employees of New Bermuda Holdings or any of its Restricted Subsidiaries; (b) guarantees by the Group Members Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 2,500,000 at any one time; (c) existing Contingent Obligations described guarantees of Bermuda Holdings or any Subsidiary of Bermuda Holdings of the obligations of Bermuda Holdings or any of its Subsidiaries; provided, that the aggregate amount of any obligations of Tier 2 Foreign Entities guaranteed by Credit Parties (except for guarantees otherwise permitted under this subsection 7.3) shall not exceed $20,000,000 plus the sum of any amounts dividended or distributed by any Tier 2 Foreign Entity to any Credit Party (and not retransferred to a Tier 2 Foreign Entity) less the sum of (A) the aggregate amount of any Indebtedness of Tier 2 Foreign Entities owed to Credit Parties pursuant to subsection 7.1(d) and (B) the aggregate amount of any investments made in Schedule 8.4 including Tier 2 Foreign Entities by Credit Parties pursuant to subsection 7.6(b). For purposes of this subsection 7.3(c), the payment, or intercompany loans or advances for such purpose, by Bermuda Holdings or any extensions Subsidiary of Bermuda Holdings of expenses and operating costs of Bermuda Holdings or renewals thereofany Subsidiary of Bermuda Holdings incurred in the ordinary course of business, provided that any such payment by Bermuda Holdings or any Subsidiary of Bermuda Holdings of expenses and operating costs of Tier 2 Foreign Entities pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not increase the amount of guarantees which may be made to such Foreign Subsidiaries pursuant to the first proviso to this paragraph, shall not be considered to be a loan, advance, dividend or other investment, and shall be permitted under this Agreement and such payments shall not reduce any permitted amounts to be so made as specified herein; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries existing on the Closing Date and described in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into by New Holdings or any of its Restricted Subsidiaries for speculative purposesSchedule 7.3(d); (e) Contingent Obligations guarantees of any Subsidiary Guarantor obligations to third parties in connection with relocation of employees of Bermuda Holdings and its Subsidiaries, in an amount which, together with all loans and advances made pursuant to the Guarantee and Collateral Agreementsubsection 7.6(f), shall not exceed $5,000,000 at any time outstanding; (f) guarantees by the Group Members Contingent Obligations in connection with workmen’s compensation obligations and general liability exposure of (i) Indebtedness of the Group Members permitted under Section 8.2 (other than clause (f) thereof) Bermuda Holdings and (ii) obligations (other than Indebtedness) of the Group Members not prohibited hereunderits Subsidiaries; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed;and (g) guarantees by New Holdings or any Restricted Subsidiary Contingent Obligations of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries the Guarantors in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(m), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary respect of Indebtedness permitted under Section 8.2(fby subsection 7.1(c) and subsection 7.1(j), so long as such guarantee is Indebtedness that is permitted by the terms of such Section.

Limitation on Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation except: (a) guarantees by New Holdings or any Restricted Subsidiaries of obligations Contingent Obligations to third parties made in the ordinary course of business in connection with relocation of employees or agents of New Holdings Health Care Associates of the Borrower or any of its Restricted Subsidiaries; (b) guarantees by Contingent Obligations of the Group Members Borrower and its Subsidiaries incurred in the ordinary course of business for an aggregate amount not to exceed $30,000,000 100,000,000 at any one time; (c) existing Contingent Obligations existing on the Closing Date and described in Schedule 8.4 as on the Closing Date including any extensions or renewals thereof; (d) Contingent Obligations of New Holdings or any of its Restricted Subsidiaries in respect of any foreign currency exchange contracts, interest rate swap arrangements or other derivative contracts or transactions, other than any such contracts, arrangements or transactions entered into permitted by New Holdings or any of its Restricted Subsidiaries for speculative purposessubsection 8.11; (e) Contingent Obligations of any Subsidiary Guarantor pursuant to the Guarantee and Collateral AgreementSubsidiary Guarantees (which Subsidiary Guarantees shall, at the request of the Borrower, be shared on a pari passu basis with the lenders providing any Indebtedness under subsection 8.2(i)); (f) guarantees by Contingent Obligations of the Group Members Borrower in respect of (i) Indebtedness of the Group Members its Subsidiaries permitted under Section 8.2 (other than clause (f) thereofsubsection 8.2(g) and (ii) other obligations (other than Indebtedness) of the Group Members Subsidiaries not prohibited hereunder; provided that (i) any guarantee by New Holdings or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor shall only be permitted to the extent permitted by Section 8.7(b) and (ii) with respect to any guarantee by a Borrower or a Subsidiary Guarantor, if the Indebtedness so guaranteed is subordinated in right of payment to the Obligations, such guarantee shall be subordinated in right of payment to the guarantee of the Obligations on terms at least as favorable on the whole to the Lenders as those contained in the documentation governing the Indebtedness being guaranteed; (g) guarantees by New Holdings Contingent Obligations in respect of any accounts receivable sold or any Restricted Subsidiary otherwise disposed of Indebtedness of joint ventures of New Holdings or any of its Restricted Subsidiaries in an aggregate amount, when taken together with any loans, advances, acquisitions and Investments made pursuant to Section 8.7(msubsection 8.6(a)(ii), not to exceed $25,000,000; and (h) guarantees by New Holdings or any Restricted Subsidiary of Indebtedness permitted under Section 8.2(f), so long Contingent Obligations as such guarantee is Indebtedness that is permitted by required pursuant to the terms and conditions of such Sectionany Permitted Receivables Transaction.