Common use of Limitation on Guarantee Obligations Clause in Contracts

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)): (a) Guarantee Obligations of the Borrower in exi- xxxxxx on the date of this Agreement and listed on Schedule V; (b) Guarantee Obligations incurred in the ordinary course of its business by the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) in respect of Indebtedness and other obligations and liabilities of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) not prohibited by this Agreement; (c) Guarantee Obligations in respect of the undrawn portion of the face amount of letters of credit issued for the account of the Borrower or any Restricted Subsidiary (other than the Special Purpose Subsidiaries) in the ordinary course of business in respect of obligations that do not constitute Indebtedness; (d) the Guarantees; and (e) additional Guarantee Obligations of the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) not exceeding $50,000,000 in the aggregate at any time outstanding; provided that neither the Borrower nor any Restricted Subsidiary shall be permitted to create, incur or assume any of the Guarantee Obligations referred to in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma Compliance.

Limitation on Guarantee Obligations. Create, incur, assume Incur or suffer to exist any Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)):except: (a) Guarantee Obligations of the Borrower in exi- xxxxxx existence on the date of this Agreement and listed on Schedule V6.4(a); (b) Guarantee Obligations incurred in the ordinary course of its business by the Borrower and its Restricted Subsidiaries (other than the any Special Purpose SubsidiariesSubsidiary) in respect of Indebtedness and other obligations and liabilities of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) not prohibited by this Agreement; (c) Guarantee Obligations of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) in respect of the undrawn portion of the face amount of letters of credit issued for the account of the Borrower or any Restricted Subsidiary (other than the any Special Purpose SubsidiariesSubsidiary) in the ordinary course of business in respect of obligations that do not constitute Indebtednessbusiness; (d) the Guarantees; and (e) additional Guarantee Obligations of the Borrower and its Restricted Subsidiaries (other than the any Special Purpose SubsidiariesSubsidiary) not exceeding $50,000,000 in the aggregate at any time outstanding; provided that neither the Borrower nor any Restricted Subsidiary shall be permitted to create, incur or assume any of the Guarantee Obligations referred to in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma Compliance.

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)):except: (a) Guarantee Obligations of the Borrower in exi- xxxxxx existence on the date Closing Date, and any refinancings, refundings, extensions, replacements or renewals thereof, in whole or in part, provided that the amount of this Agreement and listed on Schedule Vsuch Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension, replacements or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by Section 7.2(i); (b) Guarantee Obligations incurred in respect of performance, bid, appeal, surety judgment, replevin and similar bonds, other suretyship arrangements, other similar obligations and trade-related letters of credit, all in the ordinary course of its business by the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) in respect of Indebtedness and other obligations and liabilities of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) not prohibited by this Agreementbusiness; (c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by Section 7.10(d) or similar agreements by the undrawn portion Borrower; (d) Guarantee Obligations in respect of the face amount of letters of credit issued for the account third-party loans and advances to officers or employees of the Borrower or any Restricted Subsidiary of its Subsidiaries (other than the Special Purpose Subsidiariesi) for travel and entertainment expenses incurred in the ordinary course of business business, (ii) for relocation expenses incurred in respect the ordinary course of obligations that do not constitute Indebtednessbusiness, or (iii) for other purposes in an aggregate amount (as to the Borrower and all of its Subsidiaries), together with the aggregate amount of all Investments permitted under Section 7.8(e)(iv), of up to $[ ] outstanding at any time; (d) the Guarantees; and (e) additional Guarantee Obligations obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (f) obligations of the Borrower and its Restricted Subsidiaries under any Interest Rate Protection Agreements or under Permitted Hedging Arrangements; (g) Guarantee Obligations incurred in connection with acquisitions permitted under Section 7.9, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the Administrative Agent or, if any such purchase price shall be greater than $[ ], such greater percentage shall be reasonably satisfactory to the Required Lenders); (h) guarantees made by the Borrower or any of its Subsidiaries of obligations of the Borrower or any of its Subsidiaries (other than the Special Purpose Subsidiaries) not exceeding $50,000,000 in the aggregate at any time outstanding; provided that neither the Borrower nor any Restricted Subsidiary shall be permitted Indebtedness outstanding pursuant to createSections 7.2(b), incur or assume any of the Guarantee Obligations referred to in paragraphs (c) and (ed)) which obligations are otherwise permitted under this Agreement; (i) Guarantee Obligations in connection with sales or other dispositions permitted under Section 7.6, including indemnification obligations with respect to leases, and guarantees of this subsection unlesscollectability in respect of accounts receivable or notes receivable for up to face value; (j) Guarantee Obligations incurred pursuant to the Guarantee and Collateral Agreement or any other Loan Document, after giving effect theretoor otherwise in respect of Indebtedness permitted by Section 7.2(a); (k) Guarantee Obligations (i) in respect of Indebtedness permitted pursuant to Sections 7.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in right of payment to the obligations of the Borrower would hereunder and under the other Loan Documents, then any corresponding Guarantee Obligations shall be subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, and (y) Guarantee Obligations in Pro Forma Compliancerespect of Indebtedness permitted pursuant to Section 7.2(b) and (c) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or the Borrower, or (ii) otherwise arising pursuant to the ABL Facility Documents; (l) accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Subsidiaries in the ordinary course of business; (m) Guarantee Obligations in respect of Investments expressly permitted by Section 7.8; and (n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Borrower or any of its Subsidiaries, and as to all of such Persons does not at any time exceed $[ ] in aggregate outstanding principal amount; provided that (i) such amount shall be increased by an amount equal to $[ ] on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased and (ii) such amount and any increase in such amount permitted by clause (i) shall be reduced by the aggregate amount of Investments outstanding under Section 7.8(l).

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)):except: (a) Guarantee Obligations of the Borrower in exi- xxxxxx existence on the date of this Agreement Closing Date and listed on in Schedule V8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(e); (b) Guarantee Obligations in connection with up to an aggregate principal amount of $10,000,000 of Indebtedness outstanding at any time incurred by Management Investors in the ordinary course connection with any Management Subscription Agreement or otherwise in connection with any purchase of its business Capital Stock of Holding, and any refinancings, refundings, extensions or renewals thereof, provided that such amount shall be reduced by the Borrower aggregate then outstanding principal amount of loans and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) in respect of Indebtedness and other obligations and liabilities of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) not prohibited advances permitted by this Agreementsubsection 8.9(n); (c) Guarantee Obligations for performance, appeal, judgment, replevin and similar bonds, or suretyship arrangements, all in the ordinary course of business; (d) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.11(iv) or similar agreements by the Parent Borrower; (e) Reimbursement Obligations in respect of the undrawn portion Letters of Credit and reimbursement obligations owing to the face amount issuer of letters any letter of credit issued for permitted by subsection 8.2(k); (f) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holding, the account of the Parent Borrower or any Restricted Subsidiary of their respective Subsidiaries (other than i) for travel and entertainment expenses incurred in the Special Purpose Subsidiariesordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business or (iii) for any other purpose and, in the case of this clause (iii), in an aggregate principal amount (as to Holding and all its Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.9(e)(iii), of up to $5,000,000 outstanding at any time; (g) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (h) obligations of the Parent Borrower and its Subsidiaries under Permitted Hedging Arrangements, including obligations of any of the Borrowers under any Interest Rate Protection Agreements relating to Indebtedness of such Borrower under this Agreement, (i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries, which obligations are otherwise permitted under this Agreement; (j) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of obligations that do not constitute Indebtednessaccounts receivable or notes receivable for up to face value; (dk) accommodation guarantees for the Guaranteesbenefit of trade creditors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business of obligations of the Parent Borrower or any of its Subsidiaries, which obligations are otherwise permitted by this Agreement; (l) Guarantee Obligations with respect to an aggregate principal amount of up to $20,000,000 of third-party loans and advances to Local Agents and Owner/Operators, provided that such amount shall be reduced by the aggregate then outstanding principal amount of loans permitted by subsection 8.9(o); (m) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of recourse events in connection with any Permitted Receivables Transaction or Relocation SPV Financing; (n) Guarantee Obligations in respect of Indebtedness of a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Subsidiaries and as to all of such Persons does not at any time exceed $10,000,000 in aggregate principal amount, provided that such amount shall be reduced by the aggregate amount of then existing Investments permitted by subsection 8.9(l); (o) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.10, provided that either (i) any such Guarantee Obligation (other than any Guarantee Obligation in respect of any Subordinated Debt, which Guarantee Obligation is subordinated on the same terms as such Subordinated Debt) shall not exceed, with respect to any such acquisition, 60% of the purchase price of such acquisition (including any Indebtedness (other than Subordinated Debt) incurred and/or assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the Administrative Agent or, if any such purchase price shall be greater than $35,000,000, such greater percentage as shall be satisfactory to the Required Lenders), or (ii) if such Guarantee Obligation were treated as Indebtedness, the incurrence of such Indebtedness in connection with such acquisitions would be permitted by subsection 8.10(c); (p) Guarantee Obligations incurred pursuant to the Guarantees or otherwise in respect of Indebtedness permitted by subsection 8.2(a); and (eq) additional Guarantee Obligations incurred by any Guarantor under the Existing Subordinated Subsidiary Guarantees in respect of the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) not exceeding $50,000,000 in the aggregate at any time outstanding; Existing Senior Subordinated Notes, provided that neither such Guarantee Obligations are subordinated on the Borrower nor any Restricted Subsidiary shall be permitted to create, incur or assume any same terms as the obligations of NAVL in respect of the Guarantee Obligations referred to in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma ComplianceExisting Senior Subordinated Notes are subordinated.

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)):except: (a) Guarantee Obligations of the Borrower in exi- xxxxxx existence on the date of this Agreement Closing Date and listed on in Schedule V8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(c) or 8.2(j); (b) Guarantee Obligations in connection with up to an aggregate principal amount of $20,000,000 of Indebtedness outstanding at any time incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them or Capital Stock of any Parent Entity (so long as such Parent Entity applies the ordinary course net cash proceeds of its business such purchases to, directly or indirectly, make capital contributions to, or purchase Capital Stock of, CCMGC or applies such proceeds to pay Parent Entity Expenses) or CCMGC, and any refinancings, refundings, extensions or renewals thereof; provided that such amount shall be reduced by the Borrower aggregate then outstanding principal amount of loans and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) in respect of Indebtedness and other obligations and liabilities of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) not prohibited advances permitted by this Agreementsubsection 8.9(o); (c) Guarantee Obligations in respect of the undrawn portion of the face amount of letters of credit issued for the account of the Borrower or any Restricted Subsidiary (other than the Special Purpose Subsidiaries) performance, bid, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business in respect of obligations that do not constitute Indebtednessbusiness; (d) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.11(iv) or similar agreements by the Guarantees; andParent Borrower; (e) additional Reimbursement Obligations in respect of the Letters of Credit; (f) Guarantee Obligations in respect of third-party loans and advances to officers or employees of the Parent Borrower or any of its Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business, or (iii) for other purposes in an aggregate amount (as to CCMGC and all of its Subsidiaries), together with the aggregate amount of all Investments permitted under subsection 8.9(e)(iv), of up to $7,500,000 outstanding at any time; (g) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (h) obligations of the Parent Borrower and its Restricted Subsidiaries under any Interest Rate Protection Agreements or under Permitted Hedging Arrangements; (i) Guarantee Obligations incurred in connection with acquisitions permitted under subsection 8.10, provided that if any such Guarantee Obligation inures to the benefit of any Person other than the Person from whom such acquisition is made or any Affiliate thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition, 70% of the purchase price of such acquisition (including any Indebtedness assumed in connection with any such acquisition) (or such greater percentage as shall be reasonably satisfactory to the Administrative Agent or, if any such purchase price shall be greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the Required Lenders); (j) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding pursuant to subsections 8.2(b), (c), (d), (e), (m), (n) and (v)) which obligations are otherwise permitted under this Agreement; (k) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value; (l) Guarantee Obligations incurred pursuant to the Special Purpose SubsidiariesU.S. Guarantee and Collateral Agreement or any Canadian Security Document or otherwise in respect of Indebtedness permitted by subsection 8.2(a); (m) not exceeding $50,000,000 Guarantee Obligations in the aggregate at any time outstanding; respect of Indebtedness permitted pursuant to subsections 8.2(b), (c), (d), (e) and (v), provided that neither (x) if any such Indebtedness is subordinated in right of payment to the Borrower nor obligations of the Borrowers hereunder and under the other Loan Documents, then any Restricted Subsidiary corresponding Guarantee Obligations are subordinated to Indebtedness outstanding pursuant to this Agreement and other Loan Documents to substantially the same extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsection 8.2(b) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of Rollover Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to create, incur or assume any the extent no additional guarantors of such Indebtedness are added following the Guarantee Obligations referred to in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma Compliance.Closing Date;

Limitation on Guarantee Obligations. CreateAgree 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 Guarantee Obligation ex- cept other than: (subject i) Guarantee Obligations pursuant to subsection 6.1(fthe Guarantee and Collateral Agreement; (ii) Guarantee Obligations of any Subsidiary of the Borrower in the nature of a guarantee of Indebtedness or other obligations of the Borrower or any other Wholly Owned Subsidiary of the Borrower (including, without limitation, any Wholly Owned Subsidiary incurring such Guarantee Obligations); (iii) Guarantee Obligations of any Person which becomes a Subsidiary after the date hereof, provided that (i) such Guarantee Obligations existed at the time such Person became a Subsidiary and were not created in anticipation thereof; (ii) immediately after giving effect to the acquisition of such Person, no Potential Default or Event of Default shall have occurred or be continuing and (giii) the amount thereof does not result in a violation of Section 7.2.7(vii)):; (aiv) Guarantee Obligations of the Borrower in exi- xxxxxx on the date nature of this Agreement and listed on Schedule V; (b) Guarantee Obligations incurred in the ordinary course guarantees of Indebtedness or other obligations of any of its business by Wholly Owned Subsidiaries to the Borrower and its Restricted Subsidiaries (extent such Indebtedness or other than obligations, as the Special Purpose Subsidiaries) in respect of Indebtedness and other obligations and liabilities of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) case may be, is not prohibited by this Agreement; (cv) Guarantee Obligations in respect pursuant to the indemnification provisions of the undrawn portion of the face amount of letters of credit issued for the account of the Borrower or any Restricted Subsidiary (other than the Special Purpose Subsidiaries) in the ordinary course of business in respect of obligations that do not constitute Indebtedness; (d) the GuaranteesAssignment and Assumption Agreement; and (evi) additional Guarantee Obligations of the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) not exceeding $50,000,000 in the aggregate at any time outstanding; provided that neither the Borrower nor any Restricted Subsidiary shall be permitted pursuant to create, incur or assume any of the Guarantee Obligations referred to in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma ComplianceSection 7.2.7(vi).

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)): except (a) the Guaranty, (b) Guarantee Obligations by any Borrower or any Guarantor in respect of Debt incurred by the Borrowers or any other Guarantor in compliance with this Agreement, (c) Guarantee Obligations of the Borrower Guarantors in exi- xxxxxx respect of the Subordinated Debt (provided such Guarantee Obligations are subordinated to the Indebtedness on terms acceptable to the Agent and the Majority Banks), (d) Guarantee Obligations not otherwise permitted under this Section 8.3 in respect of Debt incurred by any Person, provided that the aggregate principal amount of such Debt at any time outstanding does not exceed $5,000,000, (e) Guarantee Obligations existing on the date of this Agreement Effective Date and listed set forth on Schedule V; 8.3 hereto, (bf) Guarantee Obligations arising with respect to customary indemnification and purchase price adjustment obligations incurred in connection with any sale or disposition of assets, (g) Guarantee Obligations by any Borrower, any Guarantor or any Foreign Subsidiary in respect of Debt incurred by a Foreign Subsidiary, to the extent such Debt is permitted hereunder and to the extent such Guarantee Obligations are permitted under Section 8.7 or to the extent such Guarantee Obligations are given pursuant to the Company's standard form of Foreign Subsidiary support letter substantially in the form attached to Schedule 8.3 hereto (or in such other form as approved by the Majority Banks), and (h) Guarantee Obligations incurred in the ordinary course of its business by the Borrower with respect to surety and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) in respect of Indebtedness appeal bonds, performance and other return-of-money bonds and similar obligations and liabilities of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) not prohibited by this Agreement; (c) Guarantee Obligations in respect of the undrawn portion of the face amount of letters of credit issued for the account of the Borrower or any Restricted Subsidiary (other than the Special Purpose Subsidiaries) in the ordinary course of business in respect of obligations that do not constitute Indebtedness; (d) the Guarantees; and (e) additional Guarantee Obligations of the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) not exceeding $50,000,000 in the aggregate at any time outstanding; provided that neither the Borrower nor any Restricted Subsidiary shall be permitted to create, incur or assume any of the Guarantee Obligations referred to outstanding $500,000 in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma Complianceaggregate liability.

Limitation on Guarantee Obligations. CreateAgree 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 Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)):other than: (a) Guarantee Obligations pursuant to the Guarantee and Collateral Agreement; (b) Guarantee Obligations of any Subsidiary of the Borrower in the nature of a guarantee of Indebtedness or other obligations of the Borrower or any other Wholly Owned Subsidiary of the Borrower (including, without limitation, any Wholly Owned Subsidiary incurring such Guarantee Obligations); (c) Guarantee Obligations of any Person which becomes a Subsidiary after the date hereof, provided that (i) such Guarantee Obligations existed at the time such Person became a Subsidiary and were not created in anticipation thereof; (ii) immediately after giving effect to the acquisition of such Person, no Default or Event of Default shall have occurred or be continuing and (iii) the amount thereof does not result in a violation of Section 7.7(g); (d) Guarantee Obligations of the Borrower in exi- xxxxxx on the date nature of this Agreement and listed on Schedule V; (b) Guarantee Obligations incurred in the ordinary course guarantees of Indebtedness or other obligations of any of its business by Wholly Owned Subsidiaries to the Borrower and its Restricted Subsidiaries (extent such Indebtedness or other than obligations, as the Special Purpose Subsidiaries) in respect of Indebtedness and other obligations and liabilities of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) case may be, is not prohibited by this Agreement; (c) Guarantee Obligations in respect of the undrawn portion of the face amount of letters of credit issued for the account of the Borrower or any Restricted Subsidiary (other than the Special Purpose Subsidiaries) in the ordinary course of business in respect of obligations that do not constitute Indebtedness; (d) the Guarantees; and (e) additional Guarantee Obligations pursuant to the indemnification provisions of the Borrower Assignment and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) not exceeding $50,000,000 in the aggregate at any time outstanding; provided that neither the Borrower nor any Restricted Subsidiary shall be permitted to create, incur or assume any of the Guarantee Obligations referred to in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma ComplianceAssumption Agreement.

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)):except: (a) Guarantee Obligations of the Borrower in exi- xxxxxx existence on the date of this Agreement hereof and listed on Schedule V10.4(a) and any renewals, extensions or modifications thereof; (b) Guarantee Obligations incurred after the date hereof in an aggregate amount not to exceed $25,000,000 at any one time outstanding; (c) the ordinary course of its business by Guarantee Obligations under the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) Guarantee in respect of Indebtedness and other obligations and liabilities favor of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) not prohibited by this Collateral Agent for the benefit of the Lenders and/or the lenders under the Term Loan Agreement; (cd) Guarantee Obligations in respect of the undrawn portion Letters of the face amount of letters of credit issued for the account of the Borrower or any Restricted Subsidiary (other than the Special Purpose Subsidiaries) in the ordinary course of business in respect of obligations that do not constitute IndebtednessCredit; (d) the Guarantees; and (e) additional Guarantee Obligations assumed (provided such Guarantee Obligations were not created in contemplation of such acquisition) in connection with a business acquisition permitted by subsection 10.9(h), PROVIDED that, after giving effect to such acquisition and the incurrence of such Guarantee Obligation, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance with subsections 10.1(a) and (b) on a pro forma basis assuming that (x) such acquisition had occurred on the first day of the period of four fiscal quarters ending on the last day of the most recently ended Test Period and (y) Consolidated EBITDA of the Borrower for the period of four fiscal quarters ending on the last day of such Test Period included Consolidated EBITDA of the business to be acquired; (f) subordinated Guarantee Obligations of the Borrower and its Restricted Senior Subordinated Notes by the Subsidiaries (other than which are also Guarantors under the Special Purpose Subsidiaries) not exceeding $50,000,000 in the aggregate at any time outstanding; provided that neither the Borrower nor any Restricted Subsidiary shall be permitted to create, incur or assume any of the Guarantee Obligations referred to in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma Compliance.Guarantee;

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)):except: (a) Guarantee Obligations of the Borrower in exi- xxxxxx existence on the date of this Agreement hereof and listed on in Schedule V8.4(a); (b) Guarantee Obligations incurred after the date hereof in an aggregate amount not to exceed, together with (but without double-counting) the ordinary course aggregate outstanding principal amount of Indebtedness incurred and permitted by subsection 8.2(l), $60,000,000 at any one time outstanding; (c) guarantees made by the Company of obligations of any of its business Subsidiaries, or by the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) in respect of Indebtedness and other obligations and liabilities any Subsidiary of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Company’s or another Subsidiary) not prohibited by ’s obligations, which obligations are otherwise permitted under this Agreement; (cd) Guarantee Obligations of Domestic Subsidiaries in respect of the undrawn portion of the face amount of letters of credit issued for the account of the Borrower Senior Subordinated Notes or any Restricted Subsidiary other Subordinated Debt so long as (other than the Special Purpose Subsidiariesi) such Guarantee Obligations are subordinated to such Domestic Subsidiary’s Guarantor Obligations (as defined in the ordinary course of business Guarantee and Collateral Agreement) on terms and conditions satisfactory to the Required Lenders (it being agreed that the subordination provisions in respect of obligations that do not constitute Indebtednessthe Senior Subordinated Note Indenture are satisfactory to the Required Lenders) and (ii) such Domestic Subsidiary is a Guarantor (as defined in the Guarantee and Collateral Agreement); (de) the GuaranteesGuarantee Obligations arising pursuant to any Existing Subordinated Note Indenture Documents; (f) guarantees by Foreign Subsidiaries of Indebtedness of other Foreign Subsidiaries permitted under subsection 8.2(d); and (eg) additional Guarantee Obligations of the Borrower Guarantees and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) not exceeding $50,000,000 in the aggregate at any time outstanding; provided that neither the Borrower nor any Restricted Subsidiary shall be permitted to create, incur or assume any of the Guarantee Obligations referred to in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma ComplianceL/C Obligations.