Common use of Contingent Obligations Clause in Contracts

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants.

Contingent Obligations. Neither None of the Company nor any of its Material Company’s Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (ia) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iib) Permitted Existing Contingent Obligations; (iiic) obligationsContingent Obligations (i) incurred by any Subsidiary of the Company to support the performance of bids, warrantiestenders, guaranties, reserves and indemnities, not relating to Indebtedness sales or contracts (other than for the repayment of borrowed money) of any Personother Subsidiary of the Company or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly-owned Subsidiary of the Company) in which have been such Subsidiary has a joint interest or are undertaken or made other ownership interest, in each case in the ordinary course of business business, and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000, and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (ivii) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Section 7.01) or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly-owned Subsidiary of the Company) in which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of businessbusiness and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000; (vd) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement Subsidiary Guaranty; and the other Operative Documents to which they are a party, (vie) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Transaction Facilities and (ix) Contingent Obligations for amounts that may become due of The Xxxx Group Inc. and its Subsidiaries existing on the Securities pursuant to Closing Date and permitted under the Warrants and the Seller WarrantsTransaction Agreement.

Contingent Obligations. Neither the Company nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Material Subsidiaries shall directly to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except in respect of the Obligations and except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course Ordinary Course of business; Business; (iib) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made Rate Contracts entered into in the ordinary course Ordinary Course of business Business for bona fide hedging purposes and not in favor of an Affiliate of the Company or such Material Subsidiary for speculation; (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (vc) Contingent Obligations of the Credit Parties and their Subsidiaries existing as of the Company under this Agreement Restatement Effective Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations (except by an amount equal to any premium or other Operative Documents similar amount paid, and fees and expenses incurred in connection with such modification, extension or renewal) or impose materially more restrictive or adverse terms on the Credit Parties or their Subsidiaries as compared to which they are a party, the terms of the Contingent Obligation being renewed or extended; (vid) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent for the benefit of the Secured Parties title insurance policies; (e) subject to the limitations set forth in Section 5.5(j), Contingent Obligations arising with respect to customary indemnification obligations, adjustment of purchase price, earn-outs, non-compete, consulting and similar obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder, (xii) purchasers in connection with dispositions permitted under Section 5.2(b) and (iii) vendors in connection with contracts entered into in the redemption or repurchase Ordinary Course of Business; (f) Contingent Obligations arising under Letters of Credit; (g) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or Credit Party (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(aother than Holdings), which obligations are otherwise permitted hereunder; provided, that if such obligation is subordinated to the extent Obligations, such Indebtedness guaranty shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and same extent; (ixh) Contingent Obligations for amounts that may become due on incurred in the Securities pursuant Ordinary Course of Business with respect to surety and appeals bonds, performance bonds and other similar obligations; (i) Contingent Obligations to insurers required in connection with workers’ compensation and other insurance coverage incurred in the Ordinary Course of Business; (j) customary indemnification obligations in connection with sales, other dispositions and leases of Credit Parties permitted under this Agreement; (k) to the Warrants extent constituting Contingent Obligations, severance obligations under employment arrangements with employees and officers in the Seller WarrantsOrdinary Course of Business; and (l) other Contingent Obligations not exceeding $1,000,000 in the aggregate at any time outstanding.

Contingent Obligations. Neither the Company nor any None of its Material Energizer's Subsidiaries shall directly ---------------------- or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Energizer or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Energizer or any Material Subsidiary in the ordinary course of business, ; (v) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement and the other Operative Documents to which they are a party, Subsidiary Guaranty; (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock Subsidiaries which are guarantors under a guaranty of the Company as a result of distributions Indebtedness evidenced by the ESOT to participants in Senior Notes and the ESOP pursuant to the ESOP Plan Documents subsequent to their termination Note Purchase Agreements; (vii) Contingent Obligations of employment with the Company Energizer or any Controlled Group member or (y) of its Subsidiaries arising under the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, Receivables Purchase Documents and (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on incurred in the Securities pursuant to the Warrants and the Seller Warrantsordinary course of business by any of Energizer's Subsidiaries in respect of obligations of any Subsidiary.

Contingent Obligations. Neither the Company nor shall not, and shall not permit any of its Material Subsidiaries shall to, directly or indirectly indirectly, create or become or be remain liable with respect to any Contingent Obligation, except: : (i) recourse obligations resulting from endorsement Company and its Subsidiaries of negotiable instruments for collection Company may become and remain liable with respect to Contingent Obligations in respect of the ordinary course of business; Obligations; (ii) Permitted Existing Company may become and remain liable with respect to Contingent Obligations; Obligations in respect of Letters of Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other letters of credit in an aggregate amount at any time not to exceed $2,000,000 for Company and its Domestic Subsidiaries and $2,000,000 for Company's Foreign Subsidiaries; (iii) obligations, warranties, guaranties, reserves Company and indemnities, not relating its Subsidiaries may become and remain liable with respect to Indebtedness of any Person, which have been or are undertaken or made Contingent Obligations under Interest Rate Agreements and Currency Agreements entered into in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); for speculative purposes; (iv) obligations, warranties Company and indemnities its Domestic Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of Company or any of its Domestic Subsidiaries permitted by subsection 7.1; PROVIDED that any such Contingent Obligations in respect of the Company Subordinated Indebtedness permitted pursuant to IITRI arising out subsection 7.1(vi) are subordinated to the payment of the Asset Purchase Agreement and Obligations to the Exhibits thereto; same extent as such Subordinated Indebtedness; (v) Contingent Obligations Company and its Subsidiaries, as applicable, may remain liable with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations described in Schedule 7.4 annexed hereto and extensions or renewals thereof, so long as such extension or renewal does not increase the amount of the Subsidiaries of Contingent Obligation being renewed or extended, as the Company under this Agreement and the other Operative Documents to which they are a party, case may be; (vi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; PROVIDED that the maximum aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsno time exceed $2,000,000.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Swap Obligations; (c) Contingent Obligations; Obligations of the Company and its Subsidiaries existing as of the Closing Date and listed in Schedule 7.07; (iiid) obligations, warranties, guaranties, reserves Contingent Obligations with respect to Surety Instruments incurred in the ordinary course of business; (e) Guaranty Obligations of the Company with respect to any Indebtedness permitted pursuant to this Agreement; (f) Guaranty Obligations of the Company and indemnities, not relating to Indebtedness its Subsidiaries consisting of payment obligations incurred in connection with a Permitted Acquisition; (g) Guaranty Obligations of the Company consisting of a guarantee by the Company of obligations of a Subsidiary or by a Subsidiary of obligations of its Subsidiary under any Person, which have been lease or are undertaken other agreement otherwise permitted hereunder (including customary performance guarantees under a Permitted Receivables Purchase Facility) or made entered into in the ordinary course of business and and, in each case, not constituting Indebtedness; and (h) in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar addition to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) other Contingent Obligations with respect to suretypermitted hereunder, appeal and performance bonds obtained by the Company or any Material Subsidiary Contingent Obligations which do not exceed $10,000,000 in the ordinary course of businessaggregate at any one time outstanding, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, provided that to the extent such Contingent Obligations constitute Indebtedness shall be subordinated to the Bank Secured of a Subsidiary, such Contingent Obligations, each such guarantee shalltogether with Indebtedness of all Subsidiaries of the Company outstanding and permitted solely under Section 7.05(g), at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsshall not exceed 15% of Consolidated Net Worth.

Contingent Obligations. Neither the Company Borrower nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's ’s length); (iv) obligations, warranties warranties, and indemnities of the Company Borrower to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Borrower or any Material Subsidiary in the ordinary course of business, (vvi) Contingent Obligations of the Subsidiaries of the Company Borrower under this Agreement the Guaranty and the other Operative Collateral Documents to which they are a party, (vivii) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company Borrower as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company Borrower or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, and (viii) guarantees of Indebtedness permitted by section 10.3(aSection 7.3(A), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, shall be pari passu with or subordinated to the Notes Obligations on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant reasonably acceptable to the Warrants and the Seller WarrantsAdministrative Agent.

Contingent Obligations. Neither None of the Company nor any of its Material Company’s Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (ia) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iib) Permitted Existing Contingent Obligations; (iiic) obligationsContingent Obligations (i) incurred by any Subsidiary of the Company to support the performance of bids, warrantiestenders, guaranties, reserves and indemnities, not relating to Indebtedness sales or contracts (other than for the repayment of borrowed money) of any Personother Subsidiary of the Company or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly owned Subsidiary of the Company) in which have been such Subsidiary has a joint interest or are undertaken or made other ownership interest, in each case in the ordinary course of business business, and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000, and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (ivii) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Section 7.01) or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly owned Subsidiary of the Company) in which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of businessbusiness and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000; (vd) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement Subsidiary Guaranty; and the other Operative Documents to which they are a party, (vie) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Transaction Facilities and (ix) Contingent Obligations for amounts that may become due of The Xxxx Group Inc. and its Subsidiaries existing on the Securities pursuant to Closing Date and permitted under the Warrants and the Seller WarrantsTransaction Agreement.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Swap Obligations; (c) Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate Obligations of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities its Subsidiaries existing as of the Company to IITRI arising out Closing Date and set forth on Schedule 7.08 and any replacements thereof; provided that the amount of any such replacement Contingent Obligation shall in no case exceed the amount of the Asset Purchase Agreement and the Exhibits thereto; Contingent Obligation replaced thereby; (vd) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary Surety Instruments incurred in the ordinary course of business; (e) Guaranty Obligations by the Company of Indebtedness and other obligations of a Subsidiary (other than the Special Purpose Subsidiary), or by any Subsidiary of the Indebtedness and other obligations of the Company or any other Subsidiary (vother than the Special Purpose Subsidiary), provided that, in each case, such Indebtedness and other obligations are otherwise permitted hereunder; (f) Contingent Obligations under the Company’s or any Subsidiary’s employee relocation plan as in effect on the Closing Date, as such plans may be amended or otherwise modified after the Closing Date in the ordinary course of business; (g) Contingent Obligations relating to sales of bills of exchange and promissory notes permitted under Section 7.02(j); and (h) Contingent Obligations of Guarantors under the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsGuaranty.

Contingent Obligations. Neither the Company Borrower nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves guarantees and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Borrower or any Material Subsidiary thereof in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement Subsidiary Guaranty and the other Operative Collateral Documents to which they are a party, (vi) Contingent Obligations in connection with arising under the Acquisition Documents set forth on Schedule 7.3(E), and (xvii) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) other guarantees of Indebtedness permitted to be incurred by section 10.3(a), the Borrower or any Subsidiary under Section 7.3(A) hereof or guarantees of obligations of the Borrower or any Subsidiary otherwise permitted to be incurred hereunder; provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, shall be pari passu with or subordinated to the Notes Obligations on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant reasonably accepted to the Warrants and the Seller WarrantsAdministrative Agent.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (ia) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iib) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (vc) Contingent Obligations incurred to support the performance of bids, tenders, sales or contracts (other than for the repayment of borrowed money) with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Section 7.01), in each case related to the ordinary course business activities of the Company and its Subsidiaries and not those of any other Person or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly-owned Subsidiary of the Company) in which the Company or any of its Subsidiaries have a joint interest or other ownership interest, in each case in the ordinary course of business, ; provided that any such joint venture or other ownership interest is permitted under Section 7.04(g)(i) or established pursuant to Section 7.04(g)(ii); (vd) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Subsidiary Guaranty and the Company under this Agreement Agreement; and the other Operative Documents to which they are a party, (vie) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Transaction Facilities and (ix) Contingent Obligations for amounts that may become due of The Xxxx Group Inc. and its Subsidiaries existing on the Securities pursuant to Closing Date and permitted under the Warrants and the Seller WarrantsTransaction Agreement.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly Create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, except: : (ia) recourse the Guarantees; (b) other guarantees by Borrower or any Qualified Subsidiary incurred in the ordinary course of business for an aggregate amount at any time outstanding not to exceed $5,000,000; (c) guarantees by Borrower or any Qualified Subsidiary of obligations resulting from endorsement of negotiable instruments Borrower or any Qualified Subsidiary otherwise permitted hereunder; provided that, in each case, if the primary obligation being guaranteed is subordinated to the Loans or the Guarantees, such guarantees are subordinated to the Loans or the Guarantees on substantially the same basis as such primary obligation is subordinated; (d) Contingent Obligations existing on the Closing Date and described in Schedule 8.3(d) and Contingent Obligations relating to any Indebtedness permitted under subsection 8.1(a); (e) guarantees of obligations to third parties in connection with relocation of employees of Borrower or any of its Qualified Subsidiaries, in an amount which, together with all loans and advances made pursuant to subsection 8.6(f), shall not exceed $2,000,000 at any time outstanding; (f) Contingent Obligations in connection with workers’ compensation obligations, and in connection with performance, surety and appeal bonds, and similar obligations (including with respect to Franchises (as such term is defined in the Asset Purchase Agreement)) incurred in the ordinary course of business, of Borrower and its Qualified Subsidiaries; (g) Hedge Agreements permitted by subsection 8.8 or otherwise entered into in the ordinary course of business to hedge obligations and not for speculative purposes; (h) endorsements for collection in the ordinary course of business; and (iii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in guarantees by the ordinary course of business and not in favor of an Affiliate Subsidiary Guarantors of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsNew Notes.

Contingent Obligations. Neither the Company Borrower nor any of its Material Restricted Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (ii) Permitted Existing Contingent Obligations; Obligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrower or such Restricted Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); Restricted Subsidiary; (iv) obligations, warranties and indemnities of Contingent Obligations arising under the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; Transaction Documents; (v) Contingent Obligations with respect to surety, appeal surety and performance bonds obtained by the Company borrower or any Material Subsidiary subsidiary in the ordinary course of business, ; (vvi) Contingent Obligations with respect to the Deferred Limited Interest Guaranty; (vii) Contingent Obligations pursuant to the Incentive Compensation Plan; (viii) Contingent Obligations of the Restricted Subsidiaries of pursuant to the Company under this Agreement and the other Operative Documents to which they are a partyGuaranties; and (ix) additional Contingent Obligations, (vi) including, without limitation, Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees respect of Indebtedness permitted by section 10.3(apursuant to Section 6.3(A), which do not exceed an amount in the aggregate at any time equal to $2,500,000; provided, that if the Borrower shall have a Leverage Ratio of less than 4.25 to 1.0 for two consecutive fiscal quarters (as reflected in the extent financial statements (and corresponding compliance certificate) delivered pursuant to Section 6.1(A)(ii) or 6.1(A)(iii), such Indebtedness amount shall be subordinated increased effective as of the date of delivery of such financial statements to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants$5,000,000.

Contingent Obligations. Neither the Company Borrower nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties warranties, and indemnities of the Company Borrower to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Borrower or any Material Subsidiary in the ordinary course of business, (vvi) Contingent Obligations of the Subsidiaries of the Company Borrower under this Agreement the Guaranty and the other Operative Collateral Documents to which they are a party, (vivii) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company Borrower as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company Borrower or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, and (viii) guarantees of Indebtedness permitted by section 10.3(aSection 7.3(A), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, shall be pari passu with or subordinated to the Notes Obligations on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant reasonably acceptable to the Warrants and the Seller WarrantsAdministrative Agent.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted the Subsidiary Guaranty; (c) Contingent Obligations of the Company and its Subsidiaries existing as of the Closing Date (including the Existing Contingent Obligations; Letters of Credit listed in Schedule 8.08 (iiibut not any extensions or renewals thereof) obligationsand listed in Schedule 8.08; (d) customary indemnities for suppliers, warrantiescustomers, guaranties, reserves licensees and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made other third parties in the ordinary course of business (consistent with the Company's prior practices) and not in favor of an Affiliate of the Company or such Material Subsidiary connection with Permitted Acquisitions and Dispositions permitted by Section 8.02; (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (ve) Contingent Obligations with respect to surety, appeal and performance bonds obtained Letters of Credit issued hereunder; (f) guarantees by the Company or any Material of the obligations of Wholly-Owned Subsidiary in the ordinary course of business, Guarantors; (vg) Contingent Obligations of Van Pac, LLC or VASH, LLC with respect to any commercial letter of credit issued for the Subsidiaries account of Van Pac, LLC or VASH, LLC so long as such letter of credit is at all times backed for the Company under this Agreement full face amount and for all other obligations thereunder by letters of credit issued by financial institutions meeting the other Operative Documents to which they are a party, criteria set forth in clause (via) Contingent Obligations in connection with or clause (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28b) of the Code definition of "Eligible Assignee" for the account of Pacific Sunwear of California, Inc. or Sunglass Hut International, Inc., respectively; and (h) the Company may become and remain liable with respect to Permitted Swap Obligations under (i) any substantially interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or similar Requirement of Lawagreement or arrangement or (ii) any foreign exchange contract, (viii) guarantees of Indebtedness permitted by section 10.3(a)currency swap agreement, provided, or other similar agreement or arrangement; provided that the aggregate notional amount relative to all such Permitted Swap Obligations shall not exceed $30,000,000 at any time; provided further that each such agreement or contract shall expire or terminate on or prior to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsRevolving Termination Date.

Contingent Obligations. Neither the Company Borrower nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves guaranties and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Borrower or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company Borrower under this Agreement and the other Operative Documents Guaranty to which they are a party, (vi) obligations arising under or related to the Loan Documents, and (vii) Contingent Obligations in connection with (x) the redemption respect to earn-outs or repurchase other similar forms of any Capital Stock contingent purchase price payable in respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of LawPermitted Acquisitions, (viii) guarantees Contingent Obligations in respect of Indebtedness representations and warranties customarily given in respect of Asset Sales otherwise permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, hereunder and (ix) Contingent Obligations for amounts that may become due on consisting of guaranties by Subsidiary Guarantors of Indebtedness of the Securities pursuant to Borrower, which Indebtedness when incurred by the Warrants and the Seller WarrantsBorrower did not result in a violation of Section 7.3(A).

Contingent Obligations. Neither the Company nor any of its Material Holdings and Borrower shall not and shall not cause or permit Borrower’s Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse obligations Letter of Credit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (iic) those existing on the Closing Date and described in Schedule 3.4; (d) those arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (e) those arising with respect to customary indemnification obligations or purchase price (including purchase price adjustments as a result of working capital tests) adjustments incurred in connection with Asset Dispositions permitted hereunder or in connection with Permitted Existing Contingent Obligations; Acquisitions; (iiif) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made those incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations; (g) those incurred with respect to Indebtedness permitted by Section 3.1, provided that (i) any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations, (ii) the sum of (A) the aggregate amount of such Contingent Obligations incurred in such Fiscal Year by Borrower or the Domestic Subsidiaries for the benefit of any Foreign Subsidiary which remain outstanding at such time plus (B) the aggregate amount of Contingent Obligations incurred by Borrower or any Domestic Subsidiary for the benefit of any Foreign Subsidiary in such Fiscal Year pursuant to Section 3.4(h) which remain outstanding, plus (C) the aggregate amount of intercompany Indebtedness pursuant to Section 3.1(b)(iii) incurred in such Fiscal Year by Foreign Subsidiaries and not yet repaid plus (D) the aggregate amount of Investments pursuant to Section 3.3(l) in favor such Fiscal Year by Borrower or any Domestic Subsidiary in any Foreign Subsidiary does not exceed the Foreign Investment Basket for such Fiscal Year, (iii) except as provided in clause (ii) above, neither Borrower nor any Guarantor may incur Contingent Obligations under this clause (g) in respect of an Affiliate Indebtedness of any Person that is not the Company Borrower or such Material a Guarantor and no other Subsidiary of Borrower may incur Contingent Obligations under this clause (unless entered into on terms substantially similar to those applicable to g) in respect of Indebtedness of any Person that is not a non-Affiliate third party transaction at arm's length); Subsidiary of Borrower and (iv) obligations, warranties and indemnities no Event of Default may exist at the time of the Company to IITRI arising out incurrence of such Contingent Obligation or would result therefrom; (h) those incurred for the Asset Purchase Agreement and the Exhibits thereto; benefit of any Subsidiary of Borrower (v) Contingent Obligations other than those incurred with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a)Section 3.1) if the primary obligation is not prohibited by this Agreement, provided, provided that to the extent (i) any such Indebtedness shall be Contingent Obligation is subordinated to the Bank Secured Obligations, each such guarantee shall, at Obligations to the Company's election, be pari passu with or same extent as the primary obligation to which it relates is subordinated to the Notes on subordination terms set forth Obligations, (ii) the sum of (A) the aggregate amount of such Contingent Obligations incurred in Exhibit 10.3such Fiscal Year by Borrower or any Domestic Subsidiary for the benefit of any Foreign Subsidiary which remain outstanding at such time plus (B) the aggregate amount of Contingent Obligations incurred by Borrower or any Domestic Subsidiary for the benefit of any Foreign Subsidiary in such Fiscal Year pursuant to Section 3.4(g) which remain outstanding, plus (C) the aggregate amount of intercompany Indebtedness pursuant to Section 3.1(b)(iii) incurred in such Fiscal Year by Foreign Subsidiaries and not yet repaid plus (D) the aggregate amount of Investments pursuant to Section 3.3(l) in such Fiscal Year by Borrower or any Domestic Subsidiary in any Foreign Subsidiary does not exceed the Foreign Investment Basket for such Fiscal Year and (ixiii) no Event of Default exists at the time of the incurrence of such Contingent Obligation or would result therefrom; and (i) any other Contingent Obligations for amounts that may become due on not expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the Securities pursuant to the Warrants and the Seller Warrantsaggregate at any time outstanding, do not exceed $4,000,000.

Contingent Obligations. Neither None of the Company nor any of its Material Company’s Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligationsContingent Obligations (x) incurred by any Subsidiary of the Company to support the performance of bids, warrantiestenders, guaranties, reserves and indemnities, not relating to Indebtedness sales or contracts (other than for the repayment of borrowed money) of any Personother Subsidiary of the Company or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly‑owned Subsidiary of the Company) in which have been such Subsidiary has a joint interest or are undertaken or made other ownership interest, in each case in the ordinary course of business business, and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000 and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (ivy) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Section 7.3(a)) or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly‑owned Subsidiary of the Company) in which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of businessbusiness and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000; (iv) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; and (v) Contingent Obligations in respect of the Subsidiaries of the Company under this Agreement Transaction Facilities and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled The Xxxx Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Inc. and (ix) Contingent Obligations for amounts that may become due its Subsidiaries existing on the Securities pursuant to Transaction Closing Date and permitted under the Warrants and the Seller WarrantsTransaction Agreement.

Contingent Obligations. Neither the Company nor Borrower will not and will not permit any ---------------------- of its Material Restricted Subsidiaries shall directly or indirectly to create or become or be liable with respect to any Contingent Obligation, except: Obligation except those: (iA) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (iiB) Permitted Existing Contingent Obligations; arising under indemnity agreements to title insurers in connection with mortgagee title insurance policies in favor of Administrative Agent; (iiiC) obligations, warranties, guaranties, reserves and indemnities, not relating arising with respect to Indebtedness of any Person, which have been or are undertaken or made customary indemnification obligations incurred in connection with permitted Asset Dispositions; (D) incurred in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to suretysurety and appeal bonds, appeal performance and performance return-of-money bonds obtained and other similar obligations not exceeding at any time outstanding $100,000 in aggregate liability; and (E) arising with respect to the following Contingent Obligations: (1) a guarantee by Borrower of Indebtedness of Meretel Communications in the Company or any Material maximum principal amount of $4,000,000; provided that such -------- guarantee is made pursuant to documentation containing terms and conditions reasonably satisfactory to Administrative Agent; (2) a guarantee by Borrower of Indebtedness of the Unrestricted Subsidiary in the ordinary course maximum principal amount of business, $4,500,000; provided that such -------- guarantee is made pursuant to documentation containing terms and conditions reasonably satisfactory to Administrative Agent; and (v3) Contingent Obligations guarantees by Unwired Telecom and LA Unwired of the Subsidiaries of the Company under this Agreement and the other Operative Documents to Subordinated Notes, which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to as provided in the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsSubordinated Debt Documents.

Contingent Obligations. Neither the Company nor Holdings shall not, and shall not permit any of its Material Subsidiaries shall to, directly or indirectly indirectly, create or become or be remain liable with respect to any Contingent Obligation, except: : (i) recourse obligations resulting from endorsement Holdings may become and remain liable with respect to Contingent Obligations in respect of negotiable instruments for collection the Holdings Guaranty and Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the ordinary course of business; Subsidiary Guaranty; (ii) Permitted Existing Company may become and remain liable with respect to Contingent Obligations; Obligations in respect of Letters of Credit and Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of other letters of credit in an aggregate amount at any time not to exceed $5,000,000; (iii) obligationsCompany may become and remain liable with respect to Contingent Obligations under Hedge Agreements entered into by Company with respect to Obligations under this Agreement, warrantiesincluding, guarantieswithout limitation, reserves the Hedge Agreement required under subsection 6.10; (iv) Company and indemnities, not relating its Subsidiaries may become and remain liable with respect to Indebtedness of any Person, which have been or are undertaken or made Contingent Obligations under guarantees in the ordinary course of business and not in favor of an Affiliate of the obligations of suppliers, customers, franchisees and 135 licensees of Company or such Material Subsidiary (unless entered into on terms substantially similar and its Subsidiaries in an aggregate amount not to those applicable to a non-Affiliate third party transaction exceed at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; any time $5,000,000; (v) Contingent Obligations Company and its Subsidiaries may become and remain liable with respect to surety, appeal and performance bonds obtained by the Contingent Obligations in respect of any Indebtedness of Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the its Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, permitted by subsection 7.1; and (vi) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsSchedule 7.4 annexed ------------ hereto.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Swap Obligations; (c) Contingent Obligations; Obligations of the Company and its Subsidiaries existing as of the Closing Date and listed in Schedule 7.07; (iiid) obligations, warranties, guaranties, reserves Contingent Obligations with respect to Surety Instruments incurred in the ordinary course of business; (e) Guaranty Obligations of the Company with respect to any Indebtedness permitted pursuant to this Agreement; (f) Guaranty Obligations of the Company and indemnities, not relating to Indebtedness its Subsidiaries consisting of payment obligations incurred in connection with a Permitted Acquisition; (g) Guaranty Obligations of the Company consisting of a guarantee by the Company of obligations of a Subsidiary or by a Subsidiary of obligations of its Subsidiary under any Person, which have been lease or are undertaken other agreement otherwise permitted hereunder (including customary performance guarantees under a Permitted Receivables Purchase Facility) or made entered into in the ordinary course of business and and, in each case, not constituting Indebtedness; and (h) in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar addition to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) other Contingent Obligations with respect to suretypermitted hereunder, appeal and performance bonds obtained by the Company or any Material Subsidiary Contingent Obligations which do not exceed $10,000,000 in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of aggregate at any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, one time outstanding; provided that to the extent such Contingent Obligations constitute Indebtedness shall be subordinated to the Bank Secured of a Subsidiary, such Contingent Obligations, each such guarantee shalltogether with Indebtedness of all Subsidiaries of the Company outstanding and permitted solely under Section 7.05(g), at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and shall not exceed fifteen percent (ix15%) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsof Consolidated Net Worth.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly Create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, except: : (ia) recourse the Guarantees; (b) other guarantees by Holdings, the Borrowers or any Qualified Subsidiary in an aggregate amount not to exceed $10,000,000 at any time outstanding; (c) guarantees by any Credit Party of obligations resulting from endorsement of (x) any other Credit Party and (y) any Subsidiary that is not a Credit Party in an aggregate principal amount not to exceed $5,000,000 (plus the sum of any Dividend Payments or amounts distributed by such Subsidiary to any Credit Party), minus the sum of (A) the amount owed by such Subsidiary in the aggregate to any Credit Party then outstanding pursuant to subsection 8.1(i) and (B) the amount of investments Table of Contents made in such Subsidiaries pursuant to subsection 8.6(b); provided that, in each case, if the primary obligation being guaranteed is subordinated to the Loans or the Guarantees, such guarantees are subordinated to the Loans or the Guarantees on substantially the same basis as such primary obligation is subordinated; (d) Contingent Obligations relating to any Indebtedness permitted under subsection 8.1(a); (e) guarantees of obligations to third parties in connection with relocation of employees of Holdings, the Borrowers or any Qualified Subsidiary, in an amount which, together with all loans and advances made pursuant to subsection 8.6(l), shall not exceed $2,000,000 at any time outstanding; (f) Contingent Obligations in connection with workers’ compensation obligations, and in connection with performance, surety and appeal bonds, leases, trade contracts, government contracts, and similar obligations incurred in the ordinary course of business, of Holdings, the Borrowers and the Qualified Subsidiaries; (g) Hedge Agreements permitted by subsection 8.8; and (h) endorsements of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants.

Contingent Obligations. Neither the Company Brightpoint nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, contingent liability, long-term lease, synthetic lease, commitment or Contractual Obligation, not reflected in the financial statements attached hereto as Exhibit I, except: (i) as set forth on Schedule 5.18, (ii) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iiiii) Permitted Existing Contingent ObligationsObligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to Brightpoint or such Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iiiiv) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Brightpoint or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits theretoSubsidiary; (v) Contingent Obligations of Brightpoint or any of its Subsidiaries with respect to any Indebtedness permitted by this Agreement; (vi) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Brightpoint or any Material Subsidiary in the ordinary course of business, ; (vvii) contingent liabilities consisting of Contingent Purchase Price Obligations which could not reasonably be expected to subject Brightpoint or any of the its Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption cash payment liabilities individually or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination aggregate in excess of employment with the Company or any Controlled Group member or twenty percent (y) the requirements of Section 401(a)(2820%) of the Code or any substantially similar Requirement of Law, Total Capital; and (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured additional Contingent Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants liabilities and the Seller Warrantslike which do not exceed $1,000,000 in the aggregate at any time.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse obligations Guaranties of the Obligations pursuant to the Loan Documents; (b) Letter of Credit Obligations; (c) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (d) those existing on the Closing Date and described in Schedule 5.4; (e) those arising under indemnity agreements to title insurers to cause such title insurers to issue mortgagee title insurance policies; (f) those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions and to the extent permitted by Section 5.6(iv), Permitted Acquisitions, in each case permitted hereunder; (g) Guaranties by any Borrower or any of its Subsidiaries of the Senior Notes, so long as each such entity guarantees the Obligations hereunder; (h) those incurred with respect to Indebtedness permitted by Section 5.1 provided that (i) any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations, (ii) Permitted Existing no Credit Party may incur Contingent Obligations; Obligations under this clause (h) in respect of Indebtedness incurred by any Person that is not a Credit Party, and (iii) obligationsno Credit Party may guarantee Subordinated Debt of Holdings that is structurally subordinated to the Obligations; and (i) any other Contingent Obligation not expressly permitted by clauses (a) through (h) above, warrantiesso long as any such other Contingent Obligations, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course aggregate at any time outstanding, do not exceed the Dollar Equivalent of business $2,500,000 and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) no Credit Party may incur Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees respect of Indebtedness permitted incurred by section 10.3(a), provided, any Person that to the extent such Indebtedness shall be is not a Credit Party under this clause (i) and no Credit Party may guarantee Subordinated Debt of Holdings that is structurally subordinated to the Bank Secured Obligations. (j) Credit Parties may make payment of up to $3,000,000 of deferred purchase price in connection with Sponsor and its affiliates’ acquisition of Cello-Foil Products, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Inc. and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsits subsidiaries.

Contingent Obligations. Neither the Company Borrower nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves guarantees and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Borrower or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement and the other Operative Documents to which they are a partySubsidiary Guaranty, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result Subsidiary Guarantors under any guaranty of distributions by the ESOT to participants in Indebtedness arising under the ESOP pursuant Senior Notes and the Note Agreement, (vii) obligations arising under or related to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of LawLoan Documents, (viii) guarantees of Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted by section 10.3(aunder Section 7.3(A), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and ; (ix) Contingent Obligations for amounts that may become due on in respect of representations and warranties customarily given in respect of Asset Sales otherwise permitted hereunder; and (x) Contingent Obligations, in an aggregate amount not to exceed $150,000,000, arising as a result of the Securities pursuant to the Warrants guaranty of any Indebtedness not described in clauses (i) through (ix) hereof and the Seller Warrantsotherwise permitted under Section 7.3(A).

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent ObligationObligations except in respect of Indebtedness under this Agreement, the Notes and the Subsidiary Guaranty Agreements, and except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course Ordinary Course of business; Business; (iib) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made Hedging Contracts entered into in the ordinary course Ordinary Course of business and not in favor of an Affiliate Business with prior written consent of the Company Required Holders (which consent shall not be unreasonably withheld) or such Material Subsidiary pursuant to (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); S)5.26; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (vc) Contingent Obligations of the Company and its Subsidiaries existing as of the Company Closing Date and listed in Schedule II, including ----------- extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal; (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (e) Contingent Obligations arising under this Agreement indemnity agreements to title insurers to cause such title insurers to issue to the Agent or the Senior Lenders title insurance policies; and (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and the other Operative Documents to which they are a party, (viii) purchasers in connection with dispositions permitted under (S)5.13(b); and (g) Contingent Obligations in favor of the Agent or the Senior Lenders in connection with (x) Indebtedness incurred under the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsSenior Credit Agreement.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate Obligations of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities its Subsidiaries existing as of the Company to IITRI arising out of the Asset Purchase Agreement Closing Date and the Exhibits thereto; listed in Schedule 8.07; (vc) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary Surety Instruments incurred in the ordinary course of business; (d) in addition to other Contingent Obligations permitted hereunder, Contingent Obligations which do not exceed $20,000,000 in the aggregate at any one time outstanding; and (ve) Contingent Guaranty Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents with respect to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase any Indebtedness of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP its Subsidiaries permitted pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or subsections 8.05(f) and (g), and (y) the requirements (i) any financial obligations of Section 401(a)(28any Wholly-Owned Subsidiary with respect to its Investment in an Emerging Market Entity and (ii) any Indebtedness of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a)an Emerging Market Entity, provided, however, that the aggregate amount of Contingent Obligations pursuant to the extent such this clause (y) shall not exceed (when aggregated with all extensions of credit to Wholly-Owned Subsidiaries that are Emerging Market Subsidiaries pursuant to subsection 8.04(c), all Investments effected pursuant to subsection 8.04(j) and all Indebtedness shall be subordinated incurred pursuant to the Bank Secured Obligationssubsection 8.05(g)) (I) at any time on or prior to April 18, each such guarantee shall1998, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, $60,000,000 and (ixII) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsat any time thereafter, $100,000,000.

Contingent Obligations. Neither Each of the Company nor Guarantors shall not, and shall not permit any of its Material Subsidiaries shall to, at any time, directly or indirectly create or indirectly, become or be liable with in respect to of any Contingent ObligationObligations, except: except for: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (va) Contingent Obligations of the Subsidiaries Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in respect of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase obligations of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member Unrestricted Subsidiary which is a Domestic Subsidiary; (b) Permitted Lease Contingent Obligations, provided that the portion of all such Permitted Lease Contingent Obligations which constitute current liabilities determined and consolidated in accordance with GAAP (whether such amounts are fixed or percentage rent, fees, costs, accelerated payments or otherwise), shall not exceed Fifteen Million Dollars (y$15,000,000) at any one time; (c) Contingent Obligations arising by operation of any applicable law which individually or in the requirements of Section 401(a)(28aggregate could not reasonably be expected to have Material Adverse Effect; (d) any Contingent Obligations arising under the Note Put Agreements; (e) any Contingent Obligations arising under any computer leases with respect to which Kmart is the lessee and any of the Code or Guarantors is the user of such computer equipment; (f) any substantially similar Requirement Contingent Obligations arising under any of Law, the Kmart Agreements; (viiig) guarantees of Indebtedness permitted by section 10.3(a)Contingent Obligations arising under this Guarantee, provided, however, that to the extent such Indebtedness aggregate amount of Contingent Obligations permitted hereunder shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and not exceed $250,000,000; (ixh) Contingent Obligations for constituting a Permitted Joint Venture Activity, provided no Event of Default or Default has occurred and is continuing or would result therefrom and subject to Section 12.20; (i) Contingent Obligations constituting a Permitted Restricted Subsidiary Activity, provided no Event of Default or Default has occurred and is continuing or would result therefrom and subject to Section 12.20; (j) Contingent Obligations of the Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in respect of any obligations (other than operating lease obligations) of any Unrestricted Subsidiary which is a Foreign Subsidiary, subject to Section 12.20; (k) Contingent Obligations of the Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in respect of operating lease obligations of any Unrestricted Subsidiary which is a Foreign Subsidiary; provided that the portion of all such Contingent Obligations which constitutes current liabilities determined and consolidated in accordance with GAAP is limited to lease payments (whether such amounts that may become due on are fixed or percentage rent, fees, costs, accelerated payment requirements or otherwise) not in excess of an aggregate of $15,000,000 in any Fiscal Year with respect to all Unrestricted Subsidiaries which are Foreign Subsidiaries; and (l) Contingent Obligations of any Unrestricted Subsidiary which is a Foreign Subsidiary in respect of the Securities pursuant to the Warrants and the Seller Warrantsobligations of another Unrestricted Subsidiary which is a Foreign Subsidiary.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse obligations Letter of Credit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (iic) Permitted Existing Contingent Obligations; those existing on the Closing Date and described in Schedule 3.4; (iiid) obligationsthose arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent (or, warrantiesin the case of Canadian Borrower, guaranties, reserves and indemnities, not relating Canadian Agent) mortgagee title insurance policies; (e) those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder; (f) those arising under Interest Rate Agreements or other hedging agreements entered into in compliance with Section 3.1; (g) those incurred with respect to Indebtedness of permitted by Section 3.1; provided, that any Person, such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which have been or are undertaken or made in it relates is subordinated to the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement Obligations and the Exhibits thereto; (v) Credit Parties other than Holdings shall not incur Contingent Obligations with respect to surety, appeal and performance bonds obtained Indebtedness incurred by the Company Holdings pursuant to Section 3.1(o); (h) Contingent Obligations of (x) any Borrower or any Material Subsidiary of its Subsidiaries as a guarantor of the lessee under any lease pursuant to which any of its Wholly-Owned Subsidiaries is the lessee so long as such lease is otherwise permitted under this Agreement, (y) any Borrower or any of its Subsidiaries as a guarantor of any Capital Lease Obligation to which a joint venture is a party or any contract entered into by such joint venture in the ordinary course of business, provided that the maximum liability of such Borrower or any of its Subsidiaries in respect of any obligations as described pursuant to this clause (vy) is permitted as an Investment on such date pursuant to the requirements of this Agreement, and (z) any Borrower or any of its Subsidiaries, which Contingent Obligations may be deemed to exist in connection with agreements (including, without limitation, the Acquisition Agreement and the Related Transactions Documents) relating to the Acquisition or Permitted Acquisitions or transactions permitted under Section 3.7 (including any obligation to pay the purchase price therefor and any indemnification, purchase price adjustments and similar obligations); (i) Contingent Obligations with respect to performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Borrower or any of its Subsidiaries or in connection with judgments that do not result in an Event of Default, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and customs bonds permitted by this clause (g) shall not at any time exceed $15,000,000 or the Dollar Equivalent thereof; (j) any other Contingent Obligations not expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding, do not exceed $25,000,000 or the Dollar Equivalent thereof; (k) Contingent Obligations of the Subsidiaries any Credit Party with respect to primary obligations of any other Credit Party other than Holdings; and (l) refinancings, refundings, extensions and renewals and/or replacements of any of the Company under this Agreement and above which do not accelerate the other Operative Documents to which they are a partyscheduled dates for payment thereof, (vi) Contingent Obligations in connection with (x) increase the redemption amounts thereof, materially increase any interest rate or repurchase of any Capital Stock of fees applicable thereto, have additional guarantors thereof, or enhance the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company collateral therefor or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantspriority thereof.

Contingent Obligations. Neither None of the Company nor any of its Material Company’s Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (ia) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iib) Permitted Existing Contingent Obligations; (iiic) obligationsContingent Obligations (i) incurred by any Subsidiary of the Company to support the performance of bids, warrantiestenders, guaranties, reserves and indemnities, not relating to Indebtedness sales 84 90287928_3 or contracts (other than for the repayment of borrowed money) of any Personother Subsidiary of the Company or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly owned Subsidiary of the Company) in which have been such Subsidiary has a joint interest or are undertaken or made other ownership interest, in each case in the ordinary course of business business, and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000, and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (ivii) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Section 7.01) or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly owned Subsidiary of the Company) in which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of businessbusiness and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000; (vd) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement Subsidiary Guaranty; and the other Operative Documents to which they are a party, (vie) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Transaction Facilities and (ix) Contingent Obligations for amounts that may become due of The Xxxx Group Inc. and its Subsidiaries existing on the Securities pursuant to Closing Date and permitted under the Warrants and the Seller WarrantsTransaction Agreement.

Contingent Obligations. Neither the Company nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Material Subsidiaries shall directly to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except in respect of the Obligations and except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course Ordinary Course of business; Business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (vb) Contingent Obligations of the Subsidiaries Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case, provided in the Company Ordinary Course of Business; (c) Guarantees by any Borrower of Indebtedness of any other Borrower or any Subsidiary and by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 5.5, (ii) Guarantees by any Borrower or any Subsidiary that is a Credit Party of Indebtedness of any Subsidiary that is not a Credit Party issued on or after the Closing Date shall be subject to Section 5.4, and (iii) Guarantees permitted under this Agreement and the other Operative Documents to which they are a party, (viSection 5.5(c) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at Obligations of the Company's election, be pari passu with or applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Notes on subordination terms set forth Secured Obligations; (d) Guarantees (i) of the Borrowers or any of their Subsidiaries as a guarantor of the lessee under any lease pursuant to which a Borrower or a Subsidiary is the lessee so long as such lease is otherwise permitted hereunder, (ii) of the Company constituting Guarantees by the Company of trade payables owing by its Subsidiaries in Exhibit 10.3the Ordinary Course of Business, (iii) of the Company and/or Thomasville consisting of Guarantees (with the maximum amount guaranteed at any time pursuant to this clause (iii) not to exceed $7,500,000 in the aggregate) of actual or potential claims under Environmental Laws, and (ixiv) of any Borrower or any Subsidiary as a guarantor of the obligations of a lessee under any lease pursuant to which a third party is the lessee not to exceed $25,000,000 in the aggregate; (e) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation; (f) Contingent Obligations for amounts that may become due of the Credit Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9 of the Disclosure Letter, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Securities pursuant Credit Parties or their Subsidiaries as compared to the Warrants terms of the Contingent Obligation being renewed or extended; (g) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Term Agent title insurance policies; (h) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Permitted Acquisitions, (ii) customers in the Ordinary Course of Business and (iii) purchasers in connection with dispositions permitted under Section 5.2(b); (i) Contingent Obligations arising under Letters of Credit; (j) Contingent Obligations arising under guaranties made in the Seller WarrantsOrdinary Course of Business of obligations of any Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guaranty shall be subordinated to the same extent; and (k) other Contingent Obligations not exceeding $100,000 in the aggregate at any time outstanding.

Contingent Obligations. Neither the Company Brightpoint nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, contingent liability, long-term lease, synthetic lease, commitment or Contractual Obligation, not reflected in the financial statements attached hereto as Exhibit I, except: (i) as set forth on Schedule 5.18, (ii) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iiiii) Permitted Existing Contingent ObligationsObligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to Brightpoint or such Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iiiiv) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Brightpoint or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits theretoSubsidiary; (v) Contingent Obligations of Brightpoint or any of its Subsidiaries with respect to any Indebtedness permitted by this Agreement; (vi) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Brightpoint or any Material Subsidiary in the ordinary course of business, ; (vvii) Contingent Obligations of the Subsidiaries of the Company under this Agreement [intentionally omitted]; and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured additional Contingent Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants liabilities and the Seller Warrantslike which do not exceed $1,000,000 in the aggregate at any time.

Contingent Obligations. Neither None of the Company nor any of its Material Company’s Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (ia) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iib) Permitted Existing Contingent Obligations; (iiic) obligationsContingent Obligations (i) incurred by any Subsidiary of the Company to support the performance of bids, warrantiestenders, guaranties, reserves and indemnities, not relating to Indebtedness sales or contracts (other than for the repayment of borrowed money) of any Personother Subsidiary of the Company or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly-owned Subsidiary of the Company) in which have been such Subsidiary has a joint interest or are undertaken or made other ownership interest, in each case in the ordinary course of business business, and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000, and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (ivii) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary (provided that the Indebtedness with respect thereto 102 67484784_8 is permitted pursuant to Section 7.01) or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly-owned Subsidiary of the Company) in which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of businessbusiness and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000; (vd) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement Subsidiary Guaranty; and the other Operative Documents to which they are a party, (vie) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Transaction Facilities and (ix) Contingent Obligations for amounts that may become due of The Xxxx Group Inc. and its Subsidiaries existing on the Securities pursuant to Closing Date and permitted under the Warrants and the Seller WarrantsTransaction Agreement.

Contingent Obligations. Neither the Company nor any of its Material Holdings and Borrower shall not and shall not cause or permit Borrower’s Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse obligations Letter of Credit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (iic) those existing on the Restatement Date and described in Schedule 3.4; (d) those arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (e) those arising with respect to customary indemnification obligations or purchase price (including purchase price adjustments as a result of working capital tests) adjustments incurred in connection with Asset Dispositions permitted hereunder, Permitted Existing Contingent Obligations; Acquisitions or the Acquisition; (iiif) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made those incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations; (g) those incurred with respect to Indebtedness permitted by Section 3.1, provided that (i) any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations, (ii) the sum of (A) the aggregate amount of such Contingent Obligations incurred in such Fiscal Year by Borrower or the Domestic Subsidiaries for the benefit of any Foreign Subsidiary which remain outstanding at such time plus (B) the aggregate amount of Contingent Obligations incurred by Borrower or any Domestic Subsidiary for the benefit of any Foreign Subsidiary in such Fiscal Year pursuant to Section 3.4(h) which remain outstanding, plus (C) the aggregate amount of intercompany Indebtedness pursuant to Section 3.1(b)(iii) incurred in such Fiscal Year by Foreign Subsidiaries and not yet repaid plus (D) the aggregate amount of Investments pursuant to Section 3.3(l) in favor such Fiscal Year by Borrower or any Domestic Subsidiary in any Foreign Subsidiary does not exceed the Foreign Investment Basket for such Fiscal Year, (iii) except as provided in clause (ii) above, neither Borrower nor any Guarantor may incur Contingent Obligations under this clause (g) in respect of an Affiliate Indebtedness of any Person that is not the Company Borrower or such Material a Guarantor and no other Subsidiary of Borrower may incur Contingent Obligations under this clause (unless entered into on terms substantially similar to those applicable to g) in respect of Indebtedness of any Person that is not a non-Affiliate third party transaction at arm's length); Subsidiary of Borrower and (iv) obligations, warranties and indemnities no Event of Default may exist at the time of the Company to IITRI arising out incurrence of such Contingent Obligation or would result therefrom; (h) those incurred for the Asset Purchase Agreement and the Exhibits thereto; benefit of any Subsidiary of Borrower (v) Contingent Obligations other than those incurred with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a)Section 3.1) if the primary obligation is not prohibited by this Agreement, provided, provided that to the extent (i) any such Indebtedness shall be Contingent Obligation is subordinated to the Bank Secured Obligations, each such guarantee shall, at Obligations to the Company's election, be pari passu with or same extent as the primary obligation to which it relates is subordinated to the Notes on subordination terms set forth Obligations, (ii) the sum of (A) the aggregate amount of such Contingent Obligations incurred in Exhibit 10.3such Fiscal Year by Borrower or any Domestic Subsidiary for the benefit of any Foreign Subsidiary which remain outstanding at such time plus (B) the aggregate amount of Contingent Obligations incurred by Borrower or any Domestic Subsidiary for the benefit of any Foreign Subsidiary in such Fiscal Year pursuant to Section 3.4(g) which remain outstanding, plus (C) the aggregate amount of intercompany Indebtedness pursuant to Section 3.1(b)(iii) incurred in such Fiscal Year by Foreign Subsidiaries and not yet repaid plus (D) the aggregate amount of Investments pursuant to Section 3.3(l) in such Fiscal Year by Borrower or any Domestic Subsidiary in any Foreign Subsidiary does not exceed the Foreign Investment Basket for such Fiscal Year and (ixiii) no Event of Default exists at the time of the incurrence of such Contingent Obligation or would result therefrom; and (i) any other Contingent Obligations for amounts that may become due on not expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the Securities pursuant to the Warrants and the Seller Warrantsaggregate at any time outstanding, do not exceed $4,000,000.

Contingent Obligations. Neither the Company Brightpoint nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, contingent liability, long-term lease, synthetic lease, commitment or Contractual Obligation, not reflected in the financial statements attached hereto as Exhibit L, except: (i) as set forth on Schedule 5.18, (ii) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iiiii) Permitted Existing Contingent ObligationsObligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to Brightpoint or such Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iiiiv) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Brightpoint or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits theretoSubsidiary; (v) Contingent Obligations of Brightpoint or any of its Subsidiaries with respect to any Indebtedness permitted by this Agreement; (vi) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Brightpoint or any Material Subsidiary in the ordinary course of business, ; (vvii) contingent liabilities consisting of Contingent Purchase Price Obligations which could not reasonably be expected to subject Brightpoint or any of the its Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption liability individually or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination aggregate in excess of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, $10,000,000; and (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured additional Contingent Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants liabilities and the Seller Warrantslike which do not exceed $1,000,000 in the aggregate at any time.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations, together with replacement Contingent Obligations (on substantially similar terms as the Permitted Existing Contingent Obligations) to the extent of any Permitted Refinancing Indebtedness of the Indebtedness that was the subject of such Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves guarantees and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries Subsidiary Guarantors under the Domestic Subsidiary Guaranty, the Foreign Subsidiary Guaranty or of a Foreign Guarantor under a guaranty of the Company Indebtedness under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations agreements described in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants.clause

Contingent Obligations. Neither None of the Company nor any of its Material Company’s Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (ia) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iib) Permitted Existing Contingent Obligations; (iiic) obligationsContingent 68208499_7 Obligations (i) incurred by any Subsidiary of the Company to support the performance of bids, warrantiestenders, guaranties, reserves and indemnities, not relating to Indebtedness sales or contracts (other than for the repayment of borrowed money) of any Personother Subsidiary of the Company or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly-owned Subsidiary of the Company) in which have been such Subsidiary has a joint interest or are undertaken or made other ownership interest, in each case in the ordinary course of business business, and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000, and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (ivii) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Section 7.01) or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly-owned Subsidiary of the Company) in which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of businessbusiness and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000; (vd) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement Subsidiary Guaranty; and the other Operative Documents to which they are a party, (vie) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Transaction Facilities and (ix) Contingent Obligations for amounts that may become due of The Xxxx Group Inc. and its Subsidiaries existing on the Securities pursuant to Closing Date and permitted under the Warrants and the Seller WarrantsTransaction Agreement.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly Create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, except: Obligation other than: (i) recourse obligations resulting from endorsement endorsements of negotiable instruments or items of payment for deposit or collection in the ordinary course of business; ; (ii) Permitted Existing Contingent Obligations; Obligations incurred pursuant to the Guaranty Agreement; (iii) obligationsobligations under Letters of Credit issued under Section 2.17; (iv) guarantees by the Borrower or any of its Subsidiaries of obligations of the Borrower or its Subsidiaries under leases permitted hereunder; and (v) Contingent Obligations consisting of the indemnification by the Borrower or any of its Subsidiaries of (x) the officers, warrantiesdirectors, guarantiesemployees and agents of the Borrower of such Subsidiary, reserves to the extent permissible under the corporation law of the jurisdiction in which the Borrower or such Subsidiary is organized, (y) commercial banks, investment bankers and indemnities, not other independent consultants or professional advisors pursuant to agreements relating to Indebtedness the underwriting of any Personthe Borrower's or such Subsidiary's securities or the rendering of banking or professional services to the Borrower or such Subsidiary and (z) landlords, which have been or are undertaken or made licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business and not in favor of an Affiliate of by the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, Subsidiary; (vi) Contingent Obligations owed to a seller in a Permitted Acquisition that (x) relate to customary post-closing adjustments with respect to accounts receivable, accounts payable and similar items typically subject to post-closing adjustments in similar transactions, and (y) are outstanding for a period of one (1) year or less following the creation thereof; (vii) amounts payable under unsecured earnouts and other contingent obligations, incurred by any Borrower or any Subsidiary in connection with (x) the redemption a Permitted Acquisition, whether or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company not earned or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, matured; (viii) guarantees Other Contingent Obligations of Indebtedness permitted by section 10.3(aa Person incurred in connection with a Permitted Acquisition of a Person, provided such Contingent Obligations are not and do not become a direct or indirect liability of the Borrower or any existing Guarantor (other than a Guarantor formed for the purpose of making such Acquisition), provided, that to unless such Contingent Obligation is approved in writing by the extent Required Lenders in connection with such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsAcquisition.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse obligations Letter of Credit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (iic) Permitted Existing Contingent Obligations; those existing on the Closing Date and described in Schedule 3.4; (iiid) obligations, warranties, guaranties, reserves and indemnities, not relating those arising under indemnity agreements to Indebtedness of any Person, which have been or are undertaken or made title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (e) those incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $1,000,000 in favor aggregate liability; (f) those incurred with respect to Indebtedness permitted by Section 3.1 (other than Section 3.1(h)), provided, that any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations,and provided, further,that if any Person guarantees payment or performance of an Affiliate any or all of the Company obligations under any or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities all of the Company Senior Secured Note Documents or Senior Subordinated Note Documents and such Person is not a guarantor or direct obligor with respect to IITRI arising out the Obligations, the Credit Parties shall cause such Person to guarantee payment of the Asset Purchase Agreement Obligations and grant to Agent a Lien on such Person’s assets in a manner consistent with the Exhibits thereto; terms of the Loan Documents; (vg) Contingent Obligations with respect of Borrower to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary extent described in clause (1) in the ordinary course of business, parenthetical in Section 3.1(h); (vh) Contingent Obligations of the Borrower in respect of obligations of one or more Domestic Subsidiaries of the Company under this Agreement and the Borrower; and (i) other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with not permitted by clauses (xa) the redemption or repurchase of any Capital Stock of the Company through (g) above as a result of distributions by the ESOT to participants long as such other Contingent Obligations, in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or aggregate at any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Lawtime outstanding, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsdo not exceed $1,000,000.

Contingent Obligations. Neither the The Company nor will not, and will not permit any of its Material Subsidiaries shall to, directly or indirectly indirectly, create or become or be remain liable with respect to any Contingent Obligation, except: : (ia) recourse Subsidiaries of the Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; (b) the Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of commercial letters of credit in an aggregate amount not to exceed at any time $10,000,000 and Contingent Obligations in respect of standby letters of credit or payment or performance bonds in an aggregate amount not to exceed at any time $10,000,000, in each case issued to Persons in support of obligations resulting from endorsement of negotiable instruments for collection the Loan Parties incurred in the ordinary course of business; provided that at no time will the sum of (i) the aggregate amount of Contingent Obligations outstanding pursuant to this Section 10.4(b) and (ii) Permitted Existing the aggregate principal amount of Indebtedness outstanding pursuant to Section 10.1(b) as a result of the maturity of obligations related to Contingent ObligationsObligations permitted pursuant to this Section 10.4(b) exceed $10,000,000; (c) the Company may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements constituting Hedge Agreements; provided that such agreements are (iiior were) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made entered into by the Company in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company, and not for purposes of speculation or taking a “market view;” (d) the Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in favor respect of an Affiliate customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets permitted under Section 10.10 or otherwise approved in writing by the Agent; (e) the Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Company and its Subsidiaries; (f) the Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any Indebtedness of the Company or such Material Subsidiary any of its Subsidiaries permitted by Section 10.1 (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's lengthother than Indebtedness permitted by Section 10.1(b)); and (ivg) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations its Subsidiaries may become and remain liable with respect to suretyContingent Obligations under performance guarantees, appeal performance sureties, performance bonds, completion guarantees and performance bonds obtained by the Company or any Material Subsidiary similar letter of credit obligations, in each case incurred in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves guarantees and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement and the other Operative Documents to which they are a partyDomestic Subsidiary Guaranty or Foreign Subsidiary Guaranty, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result Subsidiary Guarantors under any guaranty of distributions by the ESOT to participants in Indebtedness arising under the ESOP pursuant Senior Notes and the Note Agreement, (vii) obligations arising under or related to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of LawLoan Documents, (viii) guarantees of Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted by section 10.3(aunder Section 7.3(A), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and ; (ix) Contingent Obligations for amounts that may become due on in respect of representations and warranties customarily given in respect of Asset Sales otherwise permitted hereunder; and (x) Contingent Obligations, in an aggregate amount not to exceed $150,000,000, arising as a result of the Securities pursuant to the Warrants guaranty of any Indebtedness not described in clauses (i) through (ix) hereof and the Seller Warrantsotherwise permitted under Section 7.3(A).

Contingent Obligations. Neither the Company nor Culligan shall not, and shall not permit any of its Material Subsidiaries shall directly ---------------------- Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made Swap Contracts entered into in the ordinary course of business as bona fide hedging transactions (including, without limitation, hedging of currency exchange rates with respect to projected revenues, expenses, cash flows, balance sheet items and not in favor other budgeted items, projected repatriation of an Affiliate funds, hedging of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligationsinterest rates, warranties and indemnities hedging prices of the Company to IITRI arising out projected requirements of the Asset Purchase Agreement materials and the Exhibits thereto; like); (vc) Contingent Obligations of Culligan and its Subsidiaries existing as of the Closing Date and listed in Schedule 8.8; ------------ (d) Contingent Obligations arising under (i) Surety Instruments arising in the ordinary course of business or (ii) any guaranty of the performance of contractual obligations (other than obligations to pay money) of other Persons so long as such guaranty arises in connection with respect to surety, appeal and performance bonds obtained by a project in which Culligan or the Company or any Material applicable Subsidiary is otherwise involved in the ordinary course of business, ; (ve) Contingent Guaranty Obligations of the Subsidiaries Culligan or any Subsidiary in respect of the Company obligations of Culligan or any Subsidiary; (f) Guaranty Obligations in respect of the Indebtedness or other liabilities of other Persons, provided that such Guaranty Obligations constitute -------- permitted Investments under this Agreement subsection 8.4(t) and the other Operative Documents to which they are a party, permitted Indebtedness ----------------- under subsection 8.5(h); and ----------------- (vig) Contingent Obligations in connection with (x) the redemption respect of retail accounts receivable sold to or repurchase of any Capital Stock of the Company as a result of distributions financed by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that third parties to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants.permitted by subsection ---------- 8.1

Contingent Obligations. Neither the Company nor shall not, and shall not permit any of its Material Subsidiaries shall to, directly or indirectly indirectly, create or become or be remain liable with respect to any Contingent Obligation, except: : (i) recourse Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; (ii) Company may become and remain liable with respect to Contingent Obligations in respect of Letters of Credit; (iii) Company may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements with respect to the Obligations; (iv) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations resulting from endorsement incurred in connection with Asset Sales or other sales of negotiable instruments for collection assets; (v) Company and its Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in Schedule 7.4 annexed ------------ hereto; (vi) Company and its Subsidiaries may become and remain liable with respect to other Contingent Obligations; provided that the maximum -------- aggregate liability, contingent or otherwise, of Company and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $5,000,000; (vii) Company may become and remain liable with respect to commodity hedging arrangements entered into in the ordinary course of business; ; (iiviii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves Company may become and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations remain liable with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and Permitted Earnout Agreements; (ix) To the extent constituting a Contingent Obligations for amounts that Obligation, Company may become due on the Securities pursuant and remain liable with respect to the Warrants credit support obligations relating to franchisees permitted under subsection 7.3(v) and the Seller Warrants.7.3(ix); and

Contingent Obligations. Neither None of the Company nor any of its Material Company’s Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligationsContingent Obligations (x) incurred by any Subsidiary of the Company to support the performance of bids, warrantiestenders, guaranties, reserves and indemnities, not relating to Indebtedness sales or contracts (other than for the repayment of borrowed money) of any Personother Subsidiary of the Company or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly‑owned Subsidiary of the Company) in which have been such Subsidiary has a joint interest or are undertaken or made other ownership interest, in each case in the ordinary course of business business, and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000 and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (ivy) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary (provided that the Indebtedness with respect thereto is 69 67501104_3 permitted pursuant to Section 7.3(a)) or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly‑owned Subsidiary of the Company) in which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of businessbusiness and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000; (iv) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; and (v) Contingent Obligations in respect of the Subsidiaries of the Company under this Agreement Transaction Facilities and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled The Xxxx Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Inc. and (ix) Contingent Obligations for amounts that may become due its Subsidiaries existing on the Securities pursuant to Transaction Closing Date and permitted under the Warrants and the Seller WarrantsTransaction Agreement.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse obligations Guaranties of the Obligations pursuant to the Loan Documents; (b) Letter of Credit Obligations; (c) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (d) those existing on the Closing Date and described in Schedule 5.4; (e) those arising under indemnity agreements to title insurers to cause such title insurers to issue mortgagee title insurance policies; (f) those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions and to the extent permitted by Section 5.6(iv), Permitted Acquisitions, in each case permitted hereunder; (g) Guaranties by any Borrower or any of its Subsidiaries of the Senior Notes, so long as each such entity guarantees the Obligations hereunder; (h) those incurred with respect to Indebtedness permitted by Section 5.1 provided that (i) any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations, (ii) Permitted Existing no Credit Party may incur Contingent Obligations; Obligations under this clause (h) in respect of Indebtedness incurred by any Person that is not a Credit Party, and (iii) obligationsno Credit Party may guarantee Subordinated Debt of Holdings that is structurally subordinated to the Obligations; and (i) any other Contingent Obligation not expressly permitted by clauses (a) through (h) above, warrantiesso long as any such other Contingent Obligations, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course aggregate at any time outstanding, do not exceed the Dollar Equivalent of business $2,500,000 and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) no Credit Party may incur Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees respect of Indebtedness permitted incurred by section 10.3(a), provided, any Person that to the extent such Indebtedness shall be is not a Credit Party under this clause (i) and no Credit Party may guarantee Subordinated Debt of Holdings that is structurally subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves guaranties and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company (a) under this Agreement and the other Operative Documents Guaranty to which they are a partyparty and (b) as guarantors of the 5-Year Credit Agreement -80- 91 and the CLO Facilities, (vi) obligations arising under or related to the Loan Documents, (vii) Contingent Obligations in respect to earn-outs or other similar forms of contingent purchase price payable in respect of Permitted Acquisitions (excluding assumed liabilities in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Lawsuch Permitted Acquisition), (viii) guarantees Contingent Obligations in respect of Indebtedness representations and warranties customarily given in respect of Asset Sales otherwise permitted by section 10.3(aunder Section 7.3(A) or Section 7.3(B), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on of the Securities pursuant Company or any of its Subsidiaries to the Warrants extent incurred to support Indebtedness of the Company or the Company's Subsidiaries permitted under Section 7.3(D), and (x) additional Contingent Obligations in an aggregate amount not to exceed in the Seller Warrantsaggregate five percent (5%) of Consolidated Net Worth at any one time outstanding.

Contingent Obligations. Neither the Company nor Culligan shall not, and shall not permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made Swap Contracts entered into in the ordinary course of business as bona fide hedging transactions (including, without limitation, hedging of currency exchange rates with respect to projected revenues, expenses, cash flows, balance sheet items and not in favor other budgeted items, projected repatriation of an Affiliate funds, hedging of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligationsinterest rates, warranties and indemnities hedging prices of the Company to IITRI arising out projected requirements of the Asset Purchase Agreement materials and the Exhibits thereto; like); (vc) Contingent Obligations of Culligan and its Subsidiaries existing as of the Closing Date and listed in Schedule 8.8; (d) Contingent Obligations arising under (i) Surety Instruments arising in the ordinary course of business or (ii) any guaranty of the performance of contractual obligations (other than obligations to pay money) of other Persons so long as such guaranty arises in connection with respect to surety, appeal and performance bonds obtained by a project in which Culligan or the Company or any Material applicable Subsidiary is otherwise involved in the ordinary course of business, ; (ve) Contingent Guaranty Obligations of the Subsidiaries Culligan or any Subsidiary in respect of the Company obligations of Culligan or any Subsidiary; (f) Guaranty Obligations in respect of the Indebtedness or other liabilities of other Persons, provided that such Guaranty Obligations constitute permitted Investments under this Agreement subsection 8.4(t) and the other Operative Documents to which they are a party, permitted Indebtedness under subsection 8.5(h); and (vig) Contingent Obligations in connection with (x) the redemption respect of retail accounts receivable sold to or repurchase of any Capital Stock of the Company as a result of distributions financed by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that third parties to the extent such Indebtedness shall be subordinated permitted by subsection 8.1(j) or sold to or financed by Culligan or any Subsidiary to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsextent permitted by subsection 8.1(k).

Contingent Obligations. Neither the Company The Borrower will not, nor will it permit any of its Material Subsidiaries shall directly to, make or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, except: except (ia) recourse obligations resulting from by endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (vb) pursuant to the Guaranties, (c) Contingent Obligations of the Borrower and any of its Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a partydescribed on SCHEDULE 1 hereto, (vid) Contingent Obligations incurred by the Borrower in connection with (x) the redemption or repurchase of any Capital Stock respect of the Company as a result obligations (other than obligations constituting Indebtedness of distributions by the ESOT to participants types described in the ESOP pursuant CLAUSES (a), (d), (e) and, to the ESOP Plan Documents subsequent to their termination extent issued in support of employment with Indebtedness of the Company or any Controlled Group member or types described in such CLAUSES (ya), (d) the requirements of Section 401(a)(28and (e), CLAUSE (h) of the Code or definition of "Indebtedness") of any substantially similar Requirement of LawGuarantor, (viiie) guarantees Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness permitted by section 10.3(aof the types described in CLAUSES (a), provided(d), that (e) and, to the extent issued in support of Indebtedness of the types described in such Indebtedness shall be subordinated to CLAUSES (a), (d) and (e), CLAUSE (h) of the Bank Secured Obligationsdefinition of "Indebtedness") of any of its Subsidiaries that is a Guarantor, each such guarantee shall, (f) Contingent Obligations incurred by any Subsidiary in respect of the obligations of any of its Subsidiaries and existing at the Company's electiontime such Subsidiary is acquired, be pari passu with directly or subordinated to indirectly, by the Notes on subordination terms set forth Borrower and not incurred in Exhibit 10.3anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations, and (ixg) other Contingent Obligations for amounts that may become due on the Securities Obligations, together with Investments permitted pursuant to SECTION 6.14(m), not to exceed in the Warrants and aggregate more than 5% of Consolidated Net Worth; PROVIDED, HOWEVER, that nothing contained in this SECTION 6.15 shall prohibit any Subsidiary of the Seller WarrantsBorrower that is a Guarantor from also guaranteeing the repayment of Indebtedness under the 364- Day Facility. (n) ARTICLE VI of the Credit Agreement is amended to insert the following new Section 6.21 at the end thereof:

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly Create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, except: : (a) the Guarantees; (b) guarantees by the Canadian Borrower or any Subsidiary of obligations of any Company permitted by this Agreement; provided that, in each case, (i) any such guarantee by an Obligor of obligations of any Company that is not an Obligor is subordinated to the Obligations and (ii) if the primary obligation being guaranteed is subordinated to the Obligations, such guarantees are subordinated to the Obligations on substantially the same basis as such primary obligation is subordinated to the Obligations; (i) Contingent Obligations existing on the Closing Date and described in Schedule 7.15(c) (as amended, restated, extended or replaced from time to time to the extent the stated amount thereof is not increased) and (ii) Contingent Obligations relating to any Indebtedness permitted under Section 7.1 (other than Indebtedness created pursuant to this clause (c)(ii)); (d) guarantees of obligations to third parties in connection with relocation of employees of the Canadian Borrower or any of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to clause (i) of the definition of ''Permitted Investments,'' shall not exceed US$2.0 million at any time outstanding; (e) Contingent Obligations in connection with workers' compensation obligations, and in connection with performance, surety and appeal bonds, and similar obligations incurred in the ordinary course of business, of the Canadian Borrower and its Subsidiaries; (f) Hedging Agreements permitted by Section 7.16 or otherwise entered into in the ordinary course of business to hedge obligations and not for speculative purposes; (g) with respect to Permitted Floorplan Facilities and Permitted Receivables Facilities, (i) representations, warranties, covenants and indemnities that are customary in such financings, and (ii) repurchase and similar recourse obligations resulting from endorsement ; provided, however, that the aggregate amount of negotiable instruments such repurchase or similar recourse obligations (other than recourse limited to the associated accounts receivable, chattel paper and related assets) of the Canadian Borrower and its Subsidiaries (other than any Receivable Co.) shall not at any time exceed the greater of Cdn$150.0 million and 8% of Consolidated Revenues of the Canadian Borrower and its Subsidiaries (measured over the four Quarters ended on the most recent Test Date); (h) endorsements for collection in the ordinary course of business; and (iii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of other guarantees by the Canadian Borrower or any Person, which have been or are undertaken or made Obligor incurred in the ordinary course of business that, taken together with Indebtedness incurred in reliance on clauses (b) and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28p) of the Code or definition of ''Permitted Indebtedness,'' do not exceed Cdn$50.0 million in the aggregate outstanding at any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantstime.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Swap Obligations; (c) Contingent Obligations; Obligations (iiix) obligationsof the Company and its Subsidiaries existing as of the Closing Date and listed in SCHEDULE 8.08, warranties, guaranties, reserves and indemnities, not relating (y) of the Company with respect to Indebtedness payments to be made by a Subsidiary of any Person, which have been or are undertaken or made the Company pursuant to operating leases entered into by such Subsidiary in the ordinary course of business and not in favor of an Affiliate (z) of the Company or such Material Subsidiary Company's Subsidiaries pursuant to the Guaranty; (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (vd) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary Surety Instruments incurred in the ordinary course of business, ; (ve) Contingent Obligations of a Person that becomes a Subsidiary after the Subsidiaries date of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by a Permitted Acquisition so long as such Contingent Obligation existed at the ESOT to participants time such Person became a Subsidiary and was not created in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or anticipation thereof; (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viiif) guarantees of with respect to permitted Indebtedness and Capital Leases permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and under SECTION 8.05; (ixg) Contingent Obligations for amounts incurred by the Company in connection with a Permitted Acquisition; PROVIDED that may become due the aggregate maximum amount of such Contingent Obligations (together with Indebtedness secured by Liens permitted by SECTIONS 8.01(a), (i), (j), (m) and Indebtedness and Contingent Obligations permitted by SECTION 8.05(d)) does not to exceed at any time an amount equal to 4% of the total assets of the Company and its Subsidiaries on the Securities pursuant to the Warrants and the Seller Warrantsa consolidated basis.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments Contingent Obligations incurred pursuant to this Agreement; (b) endorsements for collection or deposit in the ordinary course of business; ; (iic) Permitted Existing Swap Obligations; (d) Contingent Obligations; Obligations of the Company and its Subsidiaries existing as of the Closing Date and listed in Schedule 8.8; (iiie) obligations, warranties, guaranties, reserves and indemnities, not relating Contingent Obligations with respect to Indebtedness of any Person, which have been or are undertaken or made Surety Instruments incurred in the ordinary course of business and not exceeding at any time $100,000 in favor of an Affiliate the aggregate in respect of the Company or such Material Subsidiary and its Subsidiaries together; (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (vf) Contingent Obligations with respect to suretyIndebtedness permitted by subsections 8.5(d) and 8.5(f); (g) Contingent Obligations with respect to the minimum aggregate license fees to the extent of $15,000,000 as payable pursuant to Exhibit C of the Content License and Distribution Agreement between New Horizons Computer Learning Centers, appeal Inc. and performance bonds obtained Element K LLC; (h) Guaranty Obligations of the Company incurred in the ordinary course of business for the amount payable by its Subsidiaries under leases to the extent of the payment guaranteed; and (i) intercompany Guaranty Obligations of the Company or any Material Subsidiary (i) which are incurred in the ordinary course of business, and (vii) Contingent Obligations which guarantee Indebtedness or other liabilities of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsWholly-Owned Subsidiary not otherwise prohibited hereunder.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Swap Obligations; (c) Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate Obligations of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities its Subsidiaries existing as of the Company to IITRI arising out of the Asset Purchase Agreement Second Restatement Date and the Exhibits thereto; listed in Schedule 8.08; (vd) Contingent Obligations with respect to surety, appeal and performance bonds obtained Indebtedness of the Company's Wholly-Owned Subsidiaries permitted pursuant to Section 8.05; (e) Contingent Obligations with respect to Surety Instruments incurred by the Company or any Material Subsidiary and its Subsidiaries (including on behalf of third parties) in the ordinary course of business, ; (vf) Contingent Obligations of the Company and its Wholly-Owned Subsidiaries in respect of leasing programs with financial institutions mutually acceptable to the Company and the Agent in an amount not to exceed $2,000,000 incurred per year (up to a maximum of $7,000,000 at any one time outstanding), without duplication of amounts covered by subsection (j) below; (g) Contingent Obligations with respect to letters of credit issued to support Indebtedness incurred in connection with industrial revenue bonds permitted pursuant to Section 8.05(h) with an aggregate face amount not exceeding at any time $20,000,000; (h) Contingent Obligations of any Subsidiary which is a captive insurance company Subsidiary which are incurred in the ordinary course of its business and are non-recourse to the Company and its other Subsidiaries; (i) Contingent Obligations of the Company's Subsidiaries arising from their becoming a "Subsidiary Guarantor" under the Senior Subordinated Indenture to the extent that such Subsidiaries have complied with Section 7.14 (provided, that Oshkosh European Holdings SL, Oshkosh Group BV and Geesink Group BV shall not be required to comply with such Section 7.14); (j) Contingent Obligations which are recorded as liabilities on the balance sheet of the Company under this Agreement and the other Operative Documents to which they are a party, its Subsidiaries in accordance with GAAP; (vik) Contingent Obligations aggregating up to $20,000,000 in connection with respect of which the Company or its Subsidiaries have contractual indemnification rights against a third party; and (xl) other Contingent Obligations (except in respect of obligations of Leasing Subsidiaries) not exceeding at any time $25,000,000 in the redemption or repurchase of any Capital Stock aggregate in respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsits Subsidiaries together.

Contingent Obligations. Neither the Company Borrower nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (ii) Permitted Existing Contingent Obligations; ; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Borrower or any Material Subsidiary in the ordinary course of business, ; (v) Contingent Obligations with respect to Indebtedness of any customer of the Borrower or any of its Subsidiaries of ("CUSTOMER LOAN GUARANTIES"); PROVIDED, HOWEVER, that the Company Contingent Obligations under this Agreement clause (v) shall not be permitted if either a Default or an Unmatured Default shall have occurred and be continuing at the other Operative Documents to which they are a party, date of incurrence thereof or would result therefrom; (vi) Contingent Obligations in connection with (x) the redemption or repurchase respect to lease obligations of any Capital Stock customer of the Company as a result Borrower or any of distributions by its Subsidiaries ("CUSTOMER LEASE GUARANTIES"); PROVIDED, that the ESOT to participants in the ESOP annual rental under leases of such customers which are guarantied pursuant to the ESOP Plan Documents subsequent to their termination terms of employment this SECTION 7.3(E)(VI) when aggregated with the Company or any Controlled Group member or (y) the requirements annual rental under leases of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities customers which are guarantied pursuant to the Warrants and terms of SECTION 7.3(E)(II) above shall not exceed $2,000,000; and (vii) additional Contingent Obligations which do not exceed $7,500,000 in the Seller Warrantsaggregate at any time.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent ObligationObligation except: (a) Letter of Credit Obligations; (b) those arising from Interest Rate Agreements of Borrower or any of its Subsidiaries covering Indebtedness of Borrower or any of its Subsidiaries; provided that any Indebtedness to which any such Interest Rate Agreement corresponds is otherwise permitted to be incurred under this Agreement; and provided, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection further, that such Interest Rate Agreements are entered into, in the ordinary course judgment of business; Borrower, to protect Borrower or any of its Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness and not for purposes of speculation; (iic) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves those arising from Hedging Agreements and indemnities, not relating to Indebtedness of any Person, which have Currency Agreements so long as such agreement has been or are undertaken or made entered into in the ordinary course of business and not in favor for purposes of an Affiliate speculation; (d) guarantees by Borrower and the Guarantors of the Company Indebtedness of Borrower or any of its Subsidiaries; provided that such Material Subsidiary Indebtedness is permitted to be incurred under this Agreement and (unless entered into i) in the case of Indebtedness under Section 3.1(c), such guarantees are required by the terms of the Senior Notes Indenture as in effect on the Closing Date, (ii) in the case of Indebtedness under Section 3.1(d), such guarantees are required by the terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's lengthof the Senior Subordinated Notes Indenture, as in effect on the Closing Date, (iii) in the case of Indebtedness under Section 3.1(e); , such guarantees were outstanding on the Closing Date, and (iv) obligationsin the case of Indebtedness under Section 3.1(f), warranties and indemnities such guarantees were required by the agreements referred to in such Section as of the Company date of execution and delivery thereof; provided, further, that any such guarantee is subordinated to IITRI the Obligations to the same extent as the Indebtedness guaranteed; (e) those arising out of the Asset Purchase Agreement from performance and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal surety bonds and performance bonds obtained completion guarantees provided by the Company Borrower or any Material Subsidiary of Borrower in the ordinary course of business not in excess of $2,000,0000 in the aggregate outstanding at any time; (f) those arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), ; provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and is extinguished within five Business Days of incurrence; (ixg) Contingent Obligations for amounts that may become due omitted; (h) those existing on the Securities pursuant Closing Date and described in Schedule 3.4; and (i) those arising under indemnity agreements to the Warrants and the Seller Warrants.title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies;

Contingent Obligations. Neither None of the Company nor any of its Material Company’s Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (ia) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (iib) Permitted Existing Contingent Obligations; (iiic) obligationsContingent Obligations (i) incurred by any Subsidiary of the Company to support the performance of bids, warrantiestenders, guaranties, reserves and indemnities, not relating to Indebtedness sales or contracts (other than for the repayment of borrowed money) of any Personother Subsidiary of the Company or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly-owned Subsidiary of the Company) in which have been such Subsidiary has a joint interest or are undertaken or made other ownership interest, in each case in the ordinary course of business business, and, in the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000, and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (ivii) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Section 7.01) or, solely to the extent of its relative ownership interest therein, any Person (other than a wholly-owned Subsidiary of the Company) in which such Subsidiary has a joint interest or other ownership interest, in each case in the ordinary course of businessbusiness and, in 67484784_12 the case of joint ventures or other ownership interests, the Contingent Obligation in respect thereof is in an aggregate amount not to exceed $30,000,000; (vd) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement Subsidiary Guaranty; and the other Operative Documents to which they are a party, (vie) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, Transaction Facilities and (ix) Contingent Obligations for amounts that may become due of The Xxxx Group Inc. and its Subsidiaries existing on the Securities pursuant to Closing Date and permitted under the Warrants and the Seller WarrantsTransaction Agreement.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse obligations Letter of Credit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (iic) Permitted Existing Contingent Obligations; those existing on the Closing Date and described in Schedule 3.4; (iiid) obligations, warranties, guaranties, reserves and indemnities, not relating those arising under indemnity agreements to Indebtedness of any Person, which have been or are undertaken or made title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (e) those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder; (f) those incurred in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to suretysurety and appeal bonds, appeal performance and performance return-of-money bonds obtained and other similar obligations not exceeding at any time outstanding $600,000 in aggregate liability; (g) those incurred with respect to Indebtedness permitted by Section 3.1; provided that any such Contingent Obligation is subordinated to the Company Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations; (h) those incurred with respect to swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) and any other agreements or any Material Subsidiary arrangements designed to provide protection against fluctuations in interest or currency exchange rates, including, without limitation, Interest Rate Agreements (as defined in the First Lien Debt Documents), in all such cases entered into in the ordinary course of businessbusiness for bona fide hedging purposes and not for speculation, provided that all such agreements or arrangements are subject to written approval by Agent, not to be unreasonably withheld; (vi) any other Contingent Obligations of the Subsidiaries of the Company under this Agreement and the Obligation not expressly permitted by clauses (a) through (h) above, so long as any such other Operative Documents to which they are a partyContingent Obligations, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or aggregate at any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Lawtime outstanding, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsdo not exceed $600,000.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Swap Obligations; (c) Contingent Obligations; Obligations (iiix) obligationsof the Company and its Subsidiaries existing as of the Closing Date and listed in Schedule 8.08, warranties, guaranties, reserves (y) of the Company with respect to payments to be made by a Subsidiary of the Company pursuant to operating leases and indemnities, contracts not relating to constituting Indebtedness of any Person, which have been or are undertaken or made entered into by such Subsidiary in the ordinary course of business and not in favor of an Affiliate (z) of the Company or such Material Subsidiary Company's Subsidiaries pursuant to the Guaranty; (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (vd) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary Surety Instruments incurred in the ordinary course of business, ; (ve) Contingent Obligations of a Person that becomes a Subsidiary after the Subsidiaries date of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by a Permitted Acquisition so long as such Contingent Obligation existed at the ESOT to participants time such Person became a Subsidiary and was not created in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or anticipation thereof; (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viiif) guarantees of with respect to permitted Indebtedness and Capital Leases permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and under Section 8.05; (ixg) Contingent Obligations for amounts incurred by the Company in connection with a Permitted Acquisition; provided that may become due the aggregate maximum amount of such Contingent Obligations (together with Indebtedness secured by Liens permitted by Sections 8.01(a), (i), (j), (l) and Indebtedness and Contingent Obligations permitted by Section 8.05(d)) does not to exceed at any time an amount equal to 5% of the total assets of the Company and its Subsidiaries on the Securities pursuant to the Warrants and the Seller Warrantsa consolidated basis.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Swap Obligations; (c) Contingent ObligationsObligations of the Company and its Subsidiaries existing as of the Closing Date and listed in Schedule 8.07; 89 (iiid) obligations, warranties, guaranties, reserves Contingent Obligations with respect to Surety Instruments incurred in the ordinary course of business; (e) Guaranty Obligations of the Company with respect to any Indebtedness permitted pursuant to this Agreement; (f) Guaranty Obligations of the Company and indemnities, not relating to Indebtedness its Subsidiaries consisting of payment obligations incurred in connection with a Permitted Acquisition; (g) Guaranty Obligations of the Company consisting of a guarantee by the Company of obligations of a Subsidiary or by a Subsidiary of obligations of its Subsidiary under any Person, which have been lease or are undertaken other agreement otherwise permitted hereunder (including customary performance guarantees under a Permitted Receivables Purchase Facility) or made entered into in the ordinary course of business and and, in each case, not constituting Indebtedness; and (h) in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar addition to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) other Contingent Obligations with respect to suretypermitted hereunder, appeal and performance bonds obtained by the Company or any Material Subsidiary Contingent Obligations which do not exceed $5,000,000 in the ordinary course of businessaggregate at any one time outstanding, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, provided that to the extent such Contingent Obligations constitute Indebtedness shall be subordinated to the Bank Secured of a Subsidiary, such Contingent Obligations, each such guarantee shalltogether with Indebtedness of all Subsidiaries of the Company outstanding and permitted solely under Section 8.05(g), at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsshall not exceed 15% of Consolidated Net Worth.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the 103 ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves guaranties and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company (a) under this Agreement and the other Operative Documents Guaranty to which they are a partyparty and (b) as guarantors of the 364-Day Credit Agreement and the CLO Facilities, (vi) obligations arising under or related to the Loan Documents, (vii) Contingent Obligations in respect to earn-outs or other similar forms of contingent purchase price payable in respect of Permitted Acquisitions (excluding assumed liabilities in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Lawsuch Permitted Acquisition), (viii) guarantees Contingent Obligations in respect of Indebtedness representations and warranties customarily given in respect of Asset Sales otherwise permitted by section 10.3(aunder Section 7.3(A) or Section 7.3(B), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on of the Securities pursuant Company or any of its Subsidiaries to the Warrants extent incurred to support Indebtedness of the Company or the Company's Subsidiaries permitted under Section 7.3(D), and (x) additional Contingent Obligations in an aggregate amount not to exceed in the Seller Warrantsaggregate five percent (5%) of Consolidated Net Worth at any one time outstanding.

Contingent Obligations. Neither the Company nor No Credit Party shall, and no Credit Party shall permit or cause any of its Material Subsidiaries shall directly to, enter into, create, assume, suffer to exist or indirectly create or become or be liable with respect to incur any Contingent ObligationObligations or assume, guarantee, indemnify, endorse, contingently agree to purchase or otherwise become liable for or upon or incur any obligation of any Person, except: : (ia) recourse obligations resulting from endorsement Evolving Systems or any of negotiable instruments its Subsidiaries which are Credit Parties may enter into guarantees of Indebtedness of any other Credit Party permitted under Section 7.2; (b) Evolving Systems and its Subsidiaries may endorse cheques for collection in the ordinary course Ordinary Course of business; Business; (iic) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves Evolving Systems and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made Borrower may enter into unsecured Hedging Agreements in the ordinary course Ordinary Course of business Business for bona fide hedging purposes and not for speculation in favor of an Affiliate of the Company aggregate notional or such Material Subsidiary contract amount not to exceed an amount equal to $250,000 outstanding at any time; (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (vd) Contingent Obligations of Evolving Systems and its Subsidiaries incurred in the Ordinary Course of Business with respect to workers’ compensation claims, unemployment insurance and other types of social security benefits, self-insurance obligations, bankers’ acceptances, performance bonds, appeal and surety bonds and other similar obligations; (e) Contingent Obligations of Evolving Systems and its Subsidiaries arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (f) the TSE Contingent Obligations; (g) Contingent Obligations of any Credit Party or Subsidiary thereof arising from indemnification obligations to its directors, officers and employees in the Company under this Agreement and Ordinary Course of Business; (h) indemnities given by any Credit Party or any Subsidiary thereof to its customers, vendors, independent contractors, purchasers or sellers of Property or other third parties in the other Operative Documents to which they are a party, Ordinary Course of Business; and (vii) Contingent Obligations in respect of Evolving Systems’ guarantee of the expenses incurred by certain employees in connection with (x) the redemption or repurchase use of credit cards sponsored by Evolving Systems in an aggregate amount not to exceed an amount equal to $150,000 at any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantstime outstanding.

Contingent Obligations. Neither Each of the Company nor Borrowers shall not, and shall not permit any of its Material Subsidiaries shall to, at any time, directly or indirectly create or indirectly, become or be liable with in respect to of any Contingent ObligationObligations, except: except for: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in respect of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase obligations of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member Unrestricted Subsidiary which is a Domestic Subsidiary; (ii) Permitted Lease Contingent Obligations, provided that the portion of all such Permitted Lease Contingent Obligations which constitute current liabilities determined and consolidated in accordance with GAAP (whether such amounts are fixed or percentage rent, fees, costs, accelerated payments or otherwise), shall not exceed Fifteen Million Dollars (y$15,000,000) at any one time; (iii) Contingent Obligations arising by operation of any applicable law which individually or in the requirements of Section 401(a)(28aggregate could not reasonably be expected to have Material Adverse Effect; (iv) any Contingent Obligations arising under the Note Put Agreements; (v) any Contingent Obligations arising under any computer leases with respect to which Kmart is the lessee and any of the Code or Borrowers is the user of such computer equipment; (vi) any substantially similar Requirement Contingent Obligations arising under any of Lawthe Kmart Agreements; (vii) Contingent Obligations arising under the Lease Financing Guarantee, provided, however, that the aggregate amount of Contingent Obligations permitted thereunder shall not exceed $250,000,000; (viii) guarantees Contingent Obligations constituting a Permitted Joint Venture Activity, provided no Event of Indebtedness permitted by section 10.3(aDefault or Potential Default has occurred and is continuing or would result therefrom and subject to Section 7.02(u), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and ; (ix) Contingent Obligations for constituting a Permitted Restricted Subsidiary Activity, provided no Event of Default or Potential Default has occurred and is continuing or would result therefrom and subject to Section 7.02(u); (x) Contingent Obligations of the Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in respect of all obligations of any Unrestricted Subsidiary which is a Foreign Subsidiary or any wholly-owned Restricted Subsidiary which is a Foreign Subsidiary, other than operating lease obligations, subject to Section 7.02(u); (xi) Contingent Obligations of the Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in respect of operating lease obligations of any Unrestricted Subsidiary which is a Foreign Subsidiary or any wholly-owned Restricted Subsidiary which is a Foreign Subsidiary; provided that the portion of all such Contingent Obligations which constitutes current liabilities determined and consolidated in accordance with GAAP is limited to lease payments (whether such amounts that may become due on the Securities pursuant are fixed or percentage rent, fees, costs, accelerated payments or otherwise) not in excess of an aggregate of $50,000,000 in any Fiscal Year with respect to the Warrants all Unrestricted Subsidiaries which are Foreign Subsidiaries and the Seller Warrantswholly-owned Restricted Subsidiaries which are Foreign Subsidiaries; and (xii) Contingent Obligations of any Unrestricted Subsidiary which is a Foreign Subsidiary in respect of obligations of another Unrestricted Subsidiary which is a Foreign Subsidiary.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly or indirectly create Create or become or be liable ---------------------- with respect to any Contingent ObligationObligations except: (a) Contingent Obligations of the Borrower or any Subsidiary supporting obligations of the Borrower or a Subsidiary entered into in the ordinary course of Business; (b) Guarantees by the Borrower of operating leases and performance bonds of any Subsidiary of the Borrower; provided, except: that such -------- guarantees with respect to Foreign Subsidiaries shall not exceed $12,000,000 in the aggregate outstanding at any one time; provided, -------- further, that, for purposes of calculating the amount of a guarantee of an ------- operating lease, such guarantee shall be deemed to be a guarantee of the next 12 months rent due under the operating lease so guaranteed; (ic) recourse obligations resulting from endorsement Guaranties by the Borrower of negotiable instruments for collection any obligation of any of its Subsidiaries permitted under Section 7.07(a), (b), (c) or (e) ; (d) Guaranties by the Borrower, which are Subordinated Debt of the Borrower, of any obligation of any of its Subsidiaries permitted under Section 7.07(b); (e) Other Contingent Obligations not incurred in the ordinary course of business; provided that the maximum aggregate liability of the -------- Borrower and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $10,000,000 outstanding; and (iif) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not Obligations in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company Lenders under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase Letters of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsCredit issued hereunder.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves guarantees and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement and the other Operative Documents to which they are a partySubsidiary Guaranty, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the Senior Notes, the 2008 Senior Notes, the Note Agreement, the 2008 Note Agreement, the Revolving Credit Facility or any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the foregoing and in a principal amount equal to or greater than $25,000,000, so long as a result of distributions the creditors under such facility or note purchase agreement agree to be bound by the ESOT to participants in terms of the ESOP pursuant Intercreditor Agreement, (vii) obligations arising under or related to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of LawLoan Documents, (viii) guarantees of Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted by section 10.3(aunder Section 7.3(A), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and ; (ix) Contingent Obligations for amounts that may become due on in respect of representations and warranties customarily given in respect of Asset Sales otherwise permitted hereunder; and (x) Contingent Obligations, in an aggregate amount not to exceed $150,000,000, arising as a result of the Securities pursuant to the Warrants guaranty of any Indebtedness not described in clauses (i) through (ix) hereof and the Seller Warrantsotherwise permitted under Section 7.3(A).

Contingent Obligations. Neither the Company nor The Borrower will not, and will not permit any of its Material Subsidiaries shall directly Subsidiary to, make or indirectly create or become or be liable suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (a) this Agreement and the other Loan Documents, including, without limitation, Reimbursement Obligations (b) customary indemnification obligations in favor of purchasers in connection with asset dispositions permitted hereunder, (c) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (d) indemnities in favor of the Persons issuing title insurance policies insuring the title to any Contingent Obligationproperty, except: (e) guarantees of (i) recourse obligations resulting from endorsement real property leases of negotiable instruments for collection the Borrower and its Subsidiaries and (i) personal property Operating Leases of the Borrower and its Subsidiaries, in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made each case entered into in the ordinary course of business and not in favor of an Affiliate by the Borrower or any of the Company Subsidiaries, (f) the Receivables Purchase Facility, (g) the Existing Loan Agreement (or such Material Subsidiary any Indebtedness constituting a Permitted Refinancing thereof) and (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (ivh) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) other Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) constituting guarantees of Indebtedness of the Borrower or any of its Subsidiaries permitted by section 10.3(a)under Section 6.14, provided, provided that to the extent such Indebtedness is subordinated to the Obligations, each such Contingent Obligation shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated Obligations on terms reasonably acceptable to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsAdministrative Agent.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly Directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation (other than in respect of the Obligations) except: : (ia) recourse obligations those resulting from Currency Rate Agreements and Interest Rate Agreements entered into by Borrower with any Lender (or Affiliate of a Lender) or otherwise with Agent’s prior written approval; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (iic) those existing on the Closing Date and described in Schedule 7.2 annexed hereto; (d) those arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (e) those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions or Permitted Existing Contingent Obligations; Acquisitions; (iiif) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made those incurred in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to suretysurety and appeal bonds, appeal performance and performance return-of-money bonds obtained by and other similar obligations not exceeding at any time outstanding US$200,000, or the Company or any Material Subsidiary Equivalent Amount thereof, in the ordinary course of business, aggregate liability for all Loan Parties; (vg) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents those incurred with respect to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(aclauses (a), provided(c), (e), and (f) of subsection 7.1 provided that any guaranty of Indebtedness that is subordinated to the extent such Indebtedness Obligations shall be subordinated to the Bank Secured Obligations, each same extent that such guarantee shall, at the Company's election, be pari passu with or Indebtedness is subordinated to the Notes on subordination terms set forth Obligations; (h) in Exhibit 10.3the cases of the Loan Parties, other than Borrower and its Subsidiaries, those that are permitted under the US Facility Loan Agreement; and (ixi) any other Contingent Obligations Obligation not expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding for amounts that may become due on all Loan Parties, do not exceed US$500,000, or the Securities pursuant to the Warrants and the Seller WarrantsEquivalent Amount thereof.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse guarantees by Parent Borrower or a Subsidiary of Parent Borrower of Indebtedness or other obligations permitted to be incurred under this Agreement; provided that no guarantee may be made by any Subsidiary of any Indebtedness unless such Subsidiary also guarantees the Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (c) those existing on the Closing Date and described in Schedule 3.4 to the Existing Credit Agreement; (d) those arising under indemnity agreements to title insurers to cause such title insurers to issue (i) to Agent mortgagee title insurance policies and (ii) Permitted Existing Contingent Obligations; to the Credit Parties owner’s title insurance policies; (iiie) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to suretycustomary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder; (f) those incurred with respect to Indebtedness permitted by Section 3.1; provided that in the case of any Contingent Obligation with respect to subordinated Indebtedness, appeal and performance bonds obtained any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations; (g) any other Contingent Obligations not expressly permitted by clauses (a) through (f) above, so long as any such other Contingent Obligations, in the Company aggregate at any one time outstanding, do not exceed $5,000,000; and (h) those arising from the honoring by a bank or any Material Subsidiary other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, ; provided that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and is extinguished within five (ix5) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsBusiness Days of incurrence.

Contingent Obligations. Neither the Company nor No Credit Party shall, and no Credit Party shall suffer or permit any of its Material Subsidiaries shall directly to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except in respect of the Obligations and except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course Ordinary Course of business; Business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (vb) Contingent Obligations of the Subsidiaries Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case, provided in the Company Ordinary Course of Business; (c) Guarantees by any Borrower of Indebtedness of any other Borrower or any Subsidiary and by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 5.5, (ii) Guarantees by any Borrower or any Subsidiary that is a Credit Party of Indebtedness of any Subsidiary that is not a Credit Party issued on or after the Closing Date shall be subject to Section 5.4, and (iii) Guarantees permitted under this Agreement and the other Operative Documents to which they are a party, (viSection 5.5(c) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at Obligations of the Company's election, be pari passu with or applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Notes on subordination terms set forth Secured Obligations; (d) Guarantees (i) of the Borrowers or any of their Subsidiaries as a guarantor of the lessee under any lease pursuant to which a Borrower or a Subsidiary is the lessee so long as such lease is otherwise permitted hereunder, (ii) of the Company constituting Guarantees by the Company of trade payables owing by its Subsidiaries in Exhibit 10.3the Ordinary Course of Business, (iii) of the Company and/or Thomasville consisting of Guarantees (with the maximum amount guaranteed at any time pursuant to this clause (iii) not to exceed $7,500,000 in the aggregate) of actual or potential claims under Environmental Laws, and (ixiv) of any Borrower or any Subsidiary as a guarantor of the obligations of a lessee under any lease pursuant to which a third party is the lessee not to exceed $25,000,000 in the aggregate; (e) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation; (f) Contingent Obligations for amounts that may become due of the Credit Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9 of the Disclosure Letter, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Securities pursuant Credit Parties or their Subsidiaries as compared to the Warrants terms of the Contingent Obligation being renewed or extended; (g) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (h) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder, (ii) customers in the Ordinary Course of Business and (iii) purchasers in connection with dispositions permitted under Section 5.2(b); (i) Contingent Obligations arising under Letters of Credit; (j) Contingent Obligations arising under guaranties made in the Seller WarrantsOrdinary Course of Business of obligations of any Credit Party, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guaranty shall be subordinated to the same extent; and (k) other Contingent Obligations not exceeding $100,000 in the aggregate at any time outstanding.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made Swap Contracts entered into in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary as bona fide hedging transactions; (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (vc) Contingent Obligations of Subsidiaries incurred under any reinsurance agreement to which it is a party; (d) Contingent Obligations of Subsidiaries in connection with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary guaranties of mortgage obligations in the ordinary course of business, including the obligations of up to $30,000,000 pursuant to the transaction referred to on Schedule 7.1; (ve) Contingent Obligations consisting of guaranties of Credit-Based Asset Servicing and Securitization LLC, not in excess of $10,000,000; (f) Contingent Obligations in an aggregate amount at any one time, when taken together with Indebtedness under Section 7.4(f) hereof (without duplication), not in excess of $50,000,000; (g) Contingent Obligations of the Subsidiaries any Subsidiary (other than MGIC) (i) with respect to primary obligations of a Wholly- Owned Subsidiary or of the Company under this Agreement and Company, or (ii) the other Operative Documents to obligee or potential obligee of which they are is a party, Wholly-Owned Subsidiary or the Company; (vih) Contingent Obligations in connection with (x) the redemption respect to Surety Instruments or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants financial guaranties issued in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination ordinary course of employment with insurance business of the Company or any Controlled Group member or Subsidiary; and (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ixi) Contingent Obligations of Acquired Subsidiaries which are not Significant Subsidiaries, for amounts so long as such Contingent Obligations are not guaranteed by and do not become the obligation of, the Company or a Subsidiary that may become due on the Securities pursuant to the Warrants and the Seller Warrantsis not an Acquired Subsidiary.

Contingent Obligations. Neither the Company Borrower nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (ii) Permitted Existing Contingent Obligations; Obligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrower or such Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); Subsidiary; (iv) obligations, warranties and indemnities of Contingent Obligations arising under the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; Transaction Documents; (v) additional Contingent Obligations which do not exceed $100,000 in the aggregate at any time; (vi) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Borrower or any Material Subsidiary in the ordinary course of business, ; and (vvii) Contingent Obligations consisting of the Subsidiaries guarantee of the Company under this Agreement and the other Operative Documents to which they are a party, Indebtedness of Holdings (vi"UPSTREAM GUARANTEE") Contingent Obligations in connection with provided: (xA) the redemption or repurchase Indebtedness guaranteed is for a sum certain; (B) such Upstream Guarantee shall be with respect to Indebtedness the principal amount of any Capital Stock of which does not exceed the Company amount which the Borrower would be permitted to pay at the time such Upstream Guarantee is entered into as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or dividend under Section 6.3(F)(i) below; and (yC) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees aggregate amount of Indebtedness guaranteed is deducted from any calculations of dividends and interest distributions permitted by section 10.3(a), provided, that to the extent under Section 6.3(F)(i) for so long as such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsUpstream Guarantee is outstanding.

Contingent Obligations. Neither the Company Borrower nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: : (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (ii) Permitted Existing Contingent Obligations; Obligations and any extensions, renewals or replacements thereof, provided that any such extension, renewal or replacement is not greater than the Indebtedness under, and shall be on terms no less favorable to the Borrower or such Subsidiary than the terms of, the Permitted Existing Contingent Obligation being extended, renewed or replaced; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); Subsidiary; (iv) obligations, warranties and indemnities Contingent Obligations arising under the Transaction Documents or incurred in connection with any Acquisition permitted under terms of the Company to IITRI arising out of Original Credit Agreement, the Asset Purchase Restated Credit Agreement and or the Exhibits thereto; Second Restated Credit Agreement; (v) additional Contingent Obligations which do not exceed $100,000 in the aggregate at any time; (vi) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Borrower or any Material Subsidiary in the ordinary course of business, ; and (vvii) Contingent Obligations consisting of the Subsidiaries guarantee of the Company under this Agreement and the other Operative Documents to which they are a party, Indebtedness of Holdings (vi"Upstream Guarantee") Contingent Obligations in connection with provided: (xA) the redemption or repurchase Indebtedness guaranteed is for a sum certain; (B) such Upstream Guarantee shall be with respect to Indebtedness the principal amount of any Capital Stock of which does not exceed the Company amount which the Borrower would be permitted to pay at the time such Upstream Guarantee is entered into as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or dividend under Section 6.3(F)(i) below; and (yC) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees aggregate amount of Indebtedness guaranteed is deducted from any calculations of dividends and interest distributions permitted by section 10.3(a), provided, that to the extent under Section 6.3(F)(i) for so long as such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsUpstream Guarantee is outstanding.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly Create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, except: : (a) the Guarantees; (b) guarantees by the Canadian Borrower or any Subsidiary of obligations of any Company permitted by this Agreement; provided that, in each case, (i) any such guarantee by an Obligor of obligations of any Company that is not an Obligor is subordinated to the Obligations and (ii) if the primary obligation being guaranteed is subordinated to the Obligations, such guarantees are subordinated to the Obligations on substantially the same basis as such primary obligation is subordinated to the Obligations; (c) (i) Contingent Obligations existing on the Closing Date and described in Schedule 7.15(c) (as amended, restated, extended or replaced from time to time to the extent the stated amount thereof is not increased) and (ii) Contingent Obligations relating to any Indebtedness permitted under Section 7.1 (other than Indebtedness created pursuant to this clause (c)(ii)); (d) guarantees of obligations to third parties in connection with relocation of employees of the Canadian Borrower or any of its Subsidiaries, in an amount which, together with all loans and advances made pursuant to clause (l) of the definition of “Permitted Investments,” shall not exceed US$2.0 million at any time outstanding; (e) Contingent Obligations in connection with workers’ compensation obligations, and in connection with performance, surety and appeal bonds, and similar obligations incurred in the ordinary course of business, of the Canadian Borrower and its Subsidiaries; (f) Hedging Agreements permitted by Section 7.16 or otherwise entered into in the ordinary course of business to hedge obligations and not for speculative purposes; (g) with respect to Permitted Floorplan Facilities and Permitted Receivables Facilities, (i) representations, warranties, covenants and indemnities that are customary in such financings, and (ii) repurchase and similar recourse obligations resulting from endorsement ; provided, however, that the aggregate amount of negotiable instruments such repurchase or similar recourse obligations (other than recourse limited to the associated accounts receivable, chattel paper and related assets) of the Canadian Borrower and its Subsidiaries (other than any Receivable Co.) shall not at any time exceed the greater of Cdn$150.0 million and 8% of Consolidated Revenues of the Canadian Borrower and its Subsidiaries (measured over the four Quarters ended on the most recent Test Date); (h) endorsements for collection in the ordinary course of business; and (iii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of other guarantees by the Canadian Borrower or any Person, which have been or are undertaken or made Obligor incurred in the ordinary course of business that, taken together with Indebtedness incurred in reliance on clauses (b) and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28p) of the Code or definition of “Permitted Indebtedness,” do not exceed Cdn$50.0 million in the aggregate outstanding at any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantstime.

Contingent Obligations. Neither Each of the Company nor Borrowers shall not, and shall not permit any of its Material Subsidiaries shall to, at any time, directly or indirectly create or indirectly, become or be liable with in respect to of any Contingent ObligationObligations, except: except for: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in respect of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase obligations of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member Unrestricted Subsidiary which is a Domestic Subsidiary; (ii) Permitted Lease Contingent Obligations, provided that the portion of all such Permitted Lease Contingent Obligations which constitute current liabilities determined and consolidated in accordance with GAAP (whether such amounts are fixed or percentage rent, fees, costs, accelerated payments or otherwise), shall not exceed Fifteen Million Dollars (y$15,000,000) at any one time; (iii) Contingent Obligations arising by operation of any applicable law which individually or in the requirements of Section 401(a)(28aggregate could not reasonably be expected to have Material Adverse Effect; (iv) any Contingent Obligations arising under the Note Put Agreements; (v) any Contingent Obligations arising under any computer leases with respect to which Kmart is the lessee and any of the Code or Borrowers is the user of such computer equipment; (vi) any substantially similar Requirement Contingent Obligations arising under any of Lawthe Kmart Agreements; (vii) Contingent Obligations arising under the Lease Financing Guarantee, provided, however, that the aggregate amount of Contingent Obligations permitted thereunder shall not exceed $250,000,000; (viii) guarantees Contingent Obligations constituting a Permitted Joint Venture Activity, provided no Event of Indebtedness permitted by section 10.3(aDefault or Potential Default has occurred and is continuing or would result therefrom and subject to Section 8.02(u), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and ; (ix) Contingent Obligations for constituting a Permitted Restricted Subsidiary Activity, provided no Event of Default or Potential Default has occurred and is continuing or would result therefrom and subject to Section 8.02(u); (x) Contingent Obligations of the Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in respect of all obligations other than operating lease obligations of any Unrestricted Subsidiary which is a Foreign Subsidiary, subject to Section 8.02(u); and (xi) Contingent Obligations of the Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in respect of operating lease obligations of any Unrestricted Subsidiary which is a Foreign Subsidiary provided that the portion of all such Contingent Obligations which constitute current liabilities determined and consolidated in accordance with GAAP is limited to lease payments (whether such amounts that may become due on the Securities pursuant are fixed or percentage rent, fees, costs, accelerated payments of otherwise) not in excess of an aggregate of $15,000,000 in any Fiscal Year with respect to the Warrants and the Seller Warrantsall Unrestricted Subsidiaries which are Foreign Subsidiaries; and (xii) Contingent Obligations of any Unrestricted Subsidiary which is a Foreign Subsidiary in respect of obligations of another Unrestricted Subsidiary which is a Foreign Subsidiary.

Contingent Obligations. Neither Each of the Company nor any Borrowers and the Guarantor shall ensure that none of its Material Subsidiaries shall will directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: : (ia) recourse obligations resulting from endorsement endorsements of negotiable instruments for collection in the ordinary course of business; ; (iib) Permitted any Contingent Obligations listed in Part III of Schedule 6 (Existing Security, Contingent Obligations; Obligations and Investments) except to the extent the amount of such Contingent Obligations exceeds the amount stated in that Schedule; (iiic) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Personperson, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor favour of an Affiliate of the Company Guarantor or such Material Subsidiary Subsidiary; (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (vd) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Guarantor or any Material Subsidiary in the ordinary course of business, ; (ve) Contingent Obligations of the Obligors under the Finance Documents; (f) Contingent Obligations of Subsidiaries which are guarantors under a guarantee of the Indebtedness evidenced by the Senior Notes, the Senior Note Purchase Agreements or the US Facility; (g) Contingent Obligations of the Guarantor or any of its Subsidiaries arising under the Receivables Purchase Documents; (h) Contingent Obligations of non-US Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, Guarantor represented by guarantees of obligations of non-US Subsidiaries; (vii) Contingent Obligations incurred in connection with (x) the redemption or repurchase ordinary course of business by any of the Guarantor's Subsidiaries in respect of obligations of any Capital Stock Subsidiary of the Company as a result Guarantor; and (j) outstanding Indebtedness under the Existing Facility, provided that all of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such outstanding Indebtedness shall be subordinated to repaid and discharged in full on or before the Bank Secured Obligations, each such guarantee shall, at date falling 2 Business Days after the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsfirst Utilisation Date.

Contingent Obligations. Neither the Company Borrower nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves guaranties and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company Borrower or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length)Subsidiary; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Borrower or any Material Subsidiary thereof in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of Subsidiary Guarantors under the Company under this Agreement Subsidiary Guaranty and the other Operative Loan Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees other guaranties of Indebtedness permitted to be incurred by section 10.3(a), the Borrower or any Subsidiary under Section 7.3(A) hereof or guaranties of obligations of the Borrower or any Subsidiary otherwise permitted to be incurred hereunder; provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, shall be pari passu with or subordinated to the Notes Obligations on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant reasonably accepted to the Warrants and the Seller WarrantsAdministrative Agent.

Contingent Obligations. Neither the Company nor Each of Holdings and Borrower shall not and shall not suffer or permit any of its Material their respective Subsidiaries shall directly or indirectly to create or become or be liable with respect to any Contingent Obligation, except: Obligation except those: (iA) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (iiB) Permitted Existing Contingent Obligations; existing on the Second Amendment and Restatement Date and described in Schedule 3.4 annexed hereto; (iiiC) obligations, warranties, guaranties, reserves and indemnities, not relating arising with respect to Indebtedness customary indemnification obligations incurred in connection with Asset Dispositions; (D) incurred by Borrower or any of any Person, which have been or are undertaken or made its Subsidiaries in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to suretyfiduciary, surety and appeal bonds, performance and performance return-of-money bonds obtained and other similar obligations not exceeding at any time outstanding $10,000,000 in aggregate liability; (E) incurred (other than by any Subsidiary of Borrower and other than incurred in respect of the Company or Remaining Subordinated Indebtedness) with respect to Indebtedness permitted by subsection 3.1; (F) arising under the Security Documents; (G) arising under the Employment Agreements; (H) not permitted by clauses (A) through (G) above, so long as any Material Subsidiary such Contingent Obligations, in the ordinary course of businessaggregate at any time outstanding, do not exceed $4,000,000; (vI) Contingent Obligations of the Subsidiaries Institution Subsidiary acquired in, and arising in respect of, a Permitted Acquisition; (J) OMITTED; (K) OMITTED; (L) OMITTED; (M) arising under the Related Transactions Documents, as in effect on the Second Amendment and Restatement Date; and (N) of the Company under this Agreement Borrower and the other Operative Documents to which they are a party, (vi) Contingent Obligations Holdings arising in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsNascar Sale/Leaseback.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly or indirectly create Create or become or be liable with respect to any Contingent ObligationObligations except: (a) Contingent Obligations of the Borrower or any Subsidiary supporting obligations of the Borrower or a Subsidiary entered into in the ordinary course of Business; (b) Guaranties by the Borrower of operating leases and performance bonds of any Subsidiary of the Borrower; PROVIDED, except: that such guaranties with respect to Foreign Subsidiaries shall not exceed $12,000,000 in the aggregate outstanding at any one time; PROVIDED, FURTHER, that, for purposes of calculating the amount of a guaranty of an operating lease, such guaranty shall be deemed to be a guaranty of the next 12 months rent due under the operating lease so guarantied; (c) Guaranties by the Borrower of any obligation of any of its Subsidiaries permitted under Section 7.07(a), (b), (c) or (f); (d) Guaranties by any of Borrower's Subsidiaries of any Indebtedness of Borrowers permitted under Section 7.07(f) PROVIDED that (i) recourse obligations resulting the Advances are prepaid in an amount equal to the net proceeds from endorsement such Indebtedness concurrently upon receipt thereof by the Borrowers or any of negotiable instruments for collection their Subsidiaries in accordance with Section 2.11(c), and (ii) the Total Commitment is reduced by an amount equal to such net proceeds (whether or not the Total Commitment is fully utilized at such time); PROVIDED, FURTHER, that if any such required prepayment is postponed in accordance with the proviso to Section 2.11(c), the reduction in Total Commitment set forth in this subsection shall also be correspondingly postponed; PROVIDED, FURTHER, that any such reduction in the Total Commitment shall not be in lieu of the reductions in the Total Commitment scheduled to occur on the immediately following Amortization Dates; the Total Commitment shall continue to automatically reduce on each scheduled Amortization Date by an amount equal to the Amortization Amount pursuant to Section 2.10(b); (e) Guaranties by the Borrower, which are Subordinated Debt of the Borrower, of any obligation of any of its Subsidiaries permitted under Section 7.07(b); (f) Other Contingent Obligations not incurred in the ordinary course of business; PROVIDED that the maximum aggregate liability of the Borrower and its Subsidiaries in respect of all such Contingent Obligations shall at no time exceed $10,000,000 outstanding; and (iig) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not Obligations in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company Lenders under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase Letters of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsCredit issued hereunder.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse guarantees by Parent Borrower or a Subsidiary of Parent Borrower of Indebtedness or other obligations permitted to be incurred under this Agreement; provided that no guarantee may be made by any Subsidiary of any Indebtedness unless such Subsidiary also guarantees the Obligations; (b) [reserved]; (c) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (d) those existing on the Closing Date and described in Schedule 3.4; (e) those arising under indemnity agreements to title insurers to cause such title insurers to issue (i) to Agent and the Second Lien Agent mortgagee title insurance policies and (ii) Permitted Existing Contingent Obligations; to the Credit Parties owner’s title insurance policies; (iiif) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to suretycustomary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder; (g) those incurred with respect to Indebtedness permitted by Section 3.1; provided that in the case of any Contingent Obligation with respect to subordinated Indebtedness, appeal and performance bonds obtained any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations; provided, further, that no guarantee by any Subsidiary of Holdings of any Indebtedness constituting the Company Second Lien Financing or any Material Permitted Subordinated Indebtedness shall be permitted unless such Subsidiary shall have entered into a Joinder Agreement and become a party hereto; (h) those arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of incurrence; and (i) any other Contingent Obligation not expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding, do not exceed $3,000,000. Notwithstanding anything to the contrary in this Agreement, if any direct or indirect parent company of Holdings guarantees any Indebtedness constituting the Second Lien Financing or any Permitted Subordinated Indebtedness, Holdings and Parent Borrower agree to cause such parent company to enter into (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are or become a party, (vi) Contingent Obligations in connection with (xparty to) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsGuaranty.

Contingent Obligations. Neither the Company nor Create, incur, assume or suffer to exist, or permit any of its Material Subsidiaries shall directly to create, incur, assume or indirectly create or become or be liable with respect suffer to exist, any Contingent ObligationObligations, except: : (i) recourse obligations resulting from endorsement by reason of indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; ; (ii) Permitted Existing Contingent Obligations; guaranties by Merisel Parent or Merisel Americas in existence on the date of issuance of this Note (all of which such guaranties known to Merisel Parent or Merisel Americas are set forth on Schedule II hereto, which Schedule shall be updated if Merisel Parent or Merisel Americas obtains knowledge of any such other guaranties) in connection with credit extended to Merisel Parent's or Merisel Americas' respective wholly-owned Subsidiaries; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness guaranties by Merisel Parent or Merisel Americas of accounts payable incurred in the ordinary course of business of any Personof their respective wholly-owned Subsidiaries or of leases entered into by such wholly-owned Subsidiaries in each case in the ordinary course of business, which have been in each case consistent with Merisel Parent's and Merisel Americas' past practice; (iv) guaranties by Merisel Parent or are undertaken Merisel Americas in connection with obligations of their respective Subsidiaries; (v) obligations of Merisel Parent or made its wholly-owned Subsidiaries under flooring arrangements, under their return policies, or under arrangements providing for rebates to purchasers of inventory or other arrangements of a similar nature, in each case in the ordinary course of business and not in favor of an Affiliate of the Company consistent with Merisel Parent's or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, Merisel Americas' past practice; (vi) Contingent Obligations in connection with relating to letters of credit issued for the account of Merisel Parent or its wholly-owned Subsidiaries; (xvii) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT Contingent Obligations relating to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of transactions permitted under Section 401(a)(28) of the Code or any substantially similar Requirement of Law, 5.02(j); and (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations in respect of foreign exchange hedging arrangements or other similar contracts and agreements entered into for amounts that may become due on the Securities pursuant non-speculative purposes to the Warrants protect Merisel Parent and the Seller Warrantsits Subsidiaries against fluctuations in currency exchange rates.

Contingent Obligations. Neither the Company No Obligor will, nor will any of its Material them permit any of their respective Subsidiaries shall to, directly or indirectly indirectly, create or become or be liable with respect to any Contingent Obligation, except: : (ia) recourse obligations resulting from endorsement pursuant to Section 9; (b) Contingent Obligations in respect of negotiable instruments operating leases to the extent permitted under Section 6.19; (c) Contingent Obligations of the Company or any Subsidiary in respect of Indebtedness or other liabilities of the Company or any Wholly Owned Subsidiary which is an Obligor to the extent that the existence of such Indebtedness or other liabilities is not prohibited under this Agreement; (d) other Contingent Obligations which do not exceed $1.0 million in the aggregate at any time outstanding; (e) endorsements for collection or deposit in the ordinary course of business; ; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (vf) Contingent Obligations of the Subsidiaries Borrower or any Subsidiary existing as of the Company under this Agreement Closing Date and listed in SCHEDULE 4.19 and renewals, extensions, modifications and replacements thereof that do not increase the other Operative Documents amount thereof or provide for terms materially less favorable to which they are a party, any Obligor; and (vig) Contingent Obligations in connection with (x) the redemption or repurchase Dispositions permitted under Section 6.6 arising in connection with indemnification and other agreements in respect of any Capital Stock contract relating to such Disposition, not to exceed the consideration received by the Borrower or any Subsidiary in connection with such Disposition and excluding in all cases any Contingent Obligation with respect to any obligation of any third person incurred in connection with the acquisition of the Company as a result Property which is the subject of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsDisposition.

Contingent Obligations. Neither Guarantee, endorse, or become surety for the Company nor obligations (including, without limitation, Contingent Obligations) of any other Person, whether by agreement to purchase the Indebtedness of its Material Subsidiaries shall any other Person or agreement for the furnishing of funds to any other Person, directly or indirectly create indirectly, through the purchase of goods, supplies or become services for the purpose of discharging the Indebtedness of any other Person, or be liable with respect to any Contingent Obligationotherwise (collectively, except: for purposes of this Section 9.05 "guarantees"), except (i) recourse obligations resulting from endorsement of the Contingent Obligations and other transactions contemplated by the Loan Documents, (ii) the Borrower and its Subsidiaries may endorse negotiable instruments for collection deposit in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary normal course of business, and may in the normal course of business guarantee obligations of customers which are incurred to finance the acquisition of goods from the Borrower or its Subsidiaries up to $5,000,000 in the aggregate at any time, (iii) any Subsidiary may guarantee obligations of the Borrower or any Subsidiary and the Borrower may guarantee obligations of any Subsidiary as are consistent with this Agreement, (iv) the existing guarantees of the Borrower and its Subsidiaries listed in each case on Exhibit K annexed hereto, and any renewals, extensions or replacements thereof which do not involve any increase in the principal amount of the obligation being guaranteed, (v) Contingent Obligations indemnifications of directors, officers and employees as permitted by applicable law and of other Persons with respect to obligations or liabilities of the Subsidiaries of the Company under this Agreement Borrower or any Subsidiary and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption guarantees of loans or repurchase advances of any Capital Stock of the Company as a result of distributions Person if such loans or advances would be permitted to be made by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company Borrower or any Controlled Group member or (y) the requirements of Subsidiary under Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants9.06.

Contingent Obligations. Neither the Company nor any Energizer Holdings shall ensure that none of its Material Subsidiaries shall will directly or indirectly create or become or be liable with respect to any Contingent Obligation, except: : (ia) recourse obligations resulting from endorsement endorsements of negotiable instruments for collection in the ordinary course of business; ; (iib) Permitted any Contingent Obligations listed in Part III of Schedule 6 (Existing Security, Contingent Obligations; Obligations and Investments) except to the extent the amount of such Contingent Obligations exceeds the amount stated in that Schedule; (iiic) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Personperson, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor favour of an Affiliate of the Company Energizer Holdings or such Material Subsidiary Subsidiary; (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (vd) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company Energizer Holdings or any Material Subsidiary in the ordinary course of business, ; (ve) Contingent Obligations of the Subsidiaries of Guarantors under the Company under this Agreement and the other Operative Documents to which they are a party, Finance Documents; (vif) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock Subsidiaries which are guarantors under a guarantee of the Company as a result of distributions Indebtedness evidenced by the ESOT to participants in Senior Notes, the ESOP pursuant to Senior Note Purchase Agreements or the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or US Facility; (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ixg) Contingent Obligations for amounts that may become due on of Energizer Holdings or any of its Subsidiaries arising under the Securities pursuant to Receivables Purchase Documents; (h) Contingent Obligations of non-US Subsidiaries of Energizer Holdings represented by guarantees of obligations of non-US Subsidiaries; and (i) Contingent Obligations incurred in the Warrants and the Seller Warrantsordinary course of business by any of Energizer Holdings' Subsidiaries in respect of obligations of any Subsidiary of Energizer Holdings.

Contingent Obligations. Neither the Company nor The Loan Parties shall not and shall not permit any of its Material their respective Subsidiaries shall to, directly or indirectly indirectly, create or become or be liable with respect to any Contingent Obligation, except: except that: (i) recourse obligations resulting from endorsement the Borrower and its Subsidiaries may become liable with respect to Contingent Obligations in respect of negotiable instruments for collection the Obligations and the Indebtedness, Investments and Contingent Obligations in respect of which the ordinary course of business; Borrower and the Pool A Subsidiaries are permitted by subsections 7.1, 7.3 and 7.4 (other than pursuant to this clause (i) to become liable; (ii) Permitted Existing the Borrower and its Subsidiaries may become liable with respect to Contingent Obligations; Obligations in respect of Letters of Credit; (iii) obligationsthe Borrower and its Subsidiaries may become liable with respect to indemnification agreements and Guaranties (whether now or existing or hereafter entered into) with respect to performance, warranties, guaranties, reserves surety and indemnities, not relating to Indebtedness similar bonds or guaranties of any Person, which have been or are undertaken or made completion provided in the ordinary course of business and not consistent with past practices in favor of an Affiliate respect of the Company Restoration or Renovation of any Property, but excluding any such Material Subsidiary bonds with respect to any hotel property that is not then a Property, in an aggregate maximum amount not at any time exceeding $25,000,000 MINUS the sum, without duplication, of (unless entered into on terms substantially similar 1) the Letter of Credit Usages that shall have been used, issued or made for or in connection with the Restoration of the Properties or the Renovation of Properties subject to those applicable subsection 7.16, in each case that shall have been commenced but not completed, PLUS (2) the aggregate amount of expenditures for the Restoration of Properties or the Renovation of Properties subject to a non-Affiliate third party transaction at arm's length); subsection 7.16, in each case that shall have been commenced but not completed; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement Borrower and the Exhibits thereto; Pool A Subsidiaries may become liable to make Investments permitted by, and in accordance with the terms of, subsection 7.3; (v) Contingent Obligations such of the Borrower and its Subsidiaries as are specified on SCHEDULE 5.3B annexed hereto may be liable (a) with respect to suretythe Contingent Obligations set forth on such Schedule, appeal and performance bonds obtained by the Company or any Material Subsidiary in each case in the ordinary course of businessaggregate amount not greater than the maximum estimated amount specified thereon with respect to such Continent Obligation and (b) with respect to modifications to any such Contingent Obligation either (1) that do not increase either the maximum possible amount, (v) Contingent Obligations or the maximum estimated amount thereof, or both, in each case as specified on each list, add any obligors with respect thereto or increase, decrease or otherwise vary the liabilities of the Subsidiaries existing obligors with respect thereto or (2) that increase either the maximum possible amount or the maximum estimated amount thereof, or both, in each case as specified on such list, add any obligors with respect thereto or increaser, decrease or otherwise vary the liabilities of the Company under this Agreement and the other Operative Documents to which they are a party, existing obligors; and (vi) the Borrower and its Subsidiaries may become liable with respect to other Contingent Obligations in connection with an aggregate amount (xnot less than zero) at any time not greater than the redemption or repurchase of any Capital Stock of amount by which $10,000,000 is greater than the Company as a result of distributions by the ESOT amount referred to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or preceding clause (yiii) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent at such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantstime.

Contingent Obligations. Neither the The Company nor will not, and will not permit any of its Material Subsidiaries shall to, directly or indirectly indirectly, create or become or be liable with respect to any Contingent Obligation, except: : (i) recourse obligations the Company and its Subsidiaries may become and remain liable with respect to guaranties resulting from endorsement of negotiable instruments for collection or deposit in the ordinary course of business; ; (ii) Permitted Existing Contingent Obligations; any Subsidiary of the Company may create and become liable with respect to its respective Subsidiary Guaranty; (iii) obligations, warranties, guaranties, reserves the Borrowers may become and indemnities, not relating remain liable with respect to Indebtedness reimbursement obligations under the Letters of any Person, which have been or are undertaken or made in the ordinary course of business Credit and not in favor of an Affiliate of the Company may become and remain liable with respect to any other Contingent Obligation created hereunder or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); under any other Loan Document; (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations its Subsidiaries may become and remain liable with respect to suretyany swap agreement, appeal and performance bonds obtained by cap agreement, collar agreement or other similar agreement or arrangement designed to protect the Company or any Material Subsidiary of its Subsidiaries against fluctuations in the ordinary course of business, interest rates or commodity prices; (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement may become and remain liable with respect to guaranties relating to (x) any Debt of its Subsidiaries set forth on SCHEDULE 5.02(A) and any refinancings thereof permitted pursuant to Section 5.02(a)(v) and (y) without duplication, Debt of its Subsidiaries in an aggregate outstanding amount not to exceed at any time 20% of Consolidated Tangible Net Worth (as shown on the other Operative Documents most recent financial statements delivered pursuant to which they are a party, Section 5.01(a)(i) or (ii)); (vi) the Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT relating to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants.advance payment guaranties,

Contingent Obligations. Neither the Company nor shall not, and shall not permit any of its Material Subsidiaries shall to, directly or indirectly indirectly, create or become or be remain liable with respect to any Contingent Obligation, except: : (i) recourse obligations resulting from endorsement Company may become and remain liable with respect to Contingent Obligations in respect of negotiable instruments for collection Letters of Credit; (ii) Company may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements required under subsection 6.10; (iii) Each of Company's Subsidiaries may become and remain liable with respect to the Subsidiary Guaranty; (iv) Company may become and remain liable with respect to Contingent Obligations of Company under the Acquisition Agreements; (v) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of any obligation of Company or one of its Subsidiaries permitted under this Agreement; provided, -------- however, that the principal amount of any such Contingent Obligation shall ------- not exceed the principal amount of the corresponding obligation to which it relates; provided further that, any such Contingent Obligation shall be -------- ------- subordinate to the Obligations to the same extent, and on the same terms, as the corresponding obligation is so subordinated; and (vi) In addition to Contingent Obligations permitted under clauses (i) through (v) above, Company may become and remain liable with respect to guaranties made in the ordinary course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in provided that the ordinary course of business and not in favor of an Affiliate -------- aggregate amount of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction obligations so guarantied shall not exceed $1,000,000 at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantstime.

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Swap Obligations; (c) Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate Obligations of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities its Subsidiaries existing as of the Company to IITRI arising out of the Asset Purchase Agreement Restatement Date and the Exhibits thereto; listed in Schedule 8.08; (vd) Contingent Obligations with respect to surety, appeal and performance bonds obtained Indebtedness of the Company's Wholly-Owned Subsidiaries permitted pursuant to Section 8.05; (e) Contingent Obligations with respect to Surety Instruments incurred by the Company or any Material Subsidiary and its Subsidiaries (including on behalf of third parties) in the ordinary course of business, ; (vf) Contingent Obligations of the Company and its Wholly-Owned Subsidiaries in respect of the Bank One leasing programs in an amount not to exceed $2,000,000 incurred per year (up to a maximum of $7,000,000 at any one time outstanding), without duplication of amounts covered by subsection (j) below; (g) Contingent Obligations with respect to letters of credit issued to support Indebtedness incurred in connection with industrial revenue bonds permitted pursuant to Section 8.05(h) with an aggregate face amount not exceeding at any time $20,000,000; (h) Contingent Obligations of any Subsidiary which is a captive insurance company Subsidiary which are incurred in the ordinary course of its business and are non-recourse to the Company and its other Subsidiaries; (i) Contingent Obligations of the Company's Subsidiaries arising from their becoming a "Subsidiary Guarantor" under the Senior Subordinated Indenture to the extent that such Subsidiaries have complied with Section 7.14; (j) Contingent Obligations which are recorded as liabilities on the balance sheet of the Company under this Agreement and the other Operative Documents to which they are a party, its Subsidiaries in accordance with GAAP; (vik) Contingent Obligations aggregating up to $15,000,000 in connection with respect of which the Company or its Subsidiaries have contractual indemnification rights against a third party; and (xl) other Contingent Obligations (except in respect of obligations of Leasing Subsidiaries) not exceeding at any time $20,000,000 in the redemption or repurchase of any Capital Stock aggregate in respect of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsits Subsidiaries together.

Contingent Obligations. Neither the Company nor Borrower will not directly enter into any partnership or joint venture and will not enter into any agreement pursuant to which it directly assumes any liabilities of any joint venture or partnership entered into by any of its Material Subsidiaries. In addition, Borrower will not, after the Closing Date, and will not permit any of its Subsidiaries shall directly to Guarantee any Debt or indirectly create or become or be liable with respect to indebtedness of any Contingent Obligationother Persons, including, without limitation, any Affiliate, except: : (ia) recourse obligations resulting from Guarantees by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; ; (b) pursuant to the Master Guaranty; (c) each of Borrower's Subsidiaries may Guarantee the income or debts of individual health care professionals (or of professional corporations or partnerships owned one hundred percent (100%) by individual health care professionals) associated with its respective health care institution; (d) each of Borrower's Wholly-Owned Subsidiaries the sole asset of which is a joint venture interest acquired after the Closing Date in a less than one hundred percent (100%) owned Subsidiary of Borrower permitted by Sections 9.4(d), may assume, Guarantee, endorse or otherwise become directly or contingently liable in connection with any Debt or indebtedness of such joint venture, provided that prior to any such Subsidiary becoming so obligated for the Debt or indebtedness of such joint venture, Borrower shall furnish to Agent, (i) a certificate of a Responsible Officer of Borrower stating that all reasonable steps have been taken in the opinion of Borrower to insulate Borrower from any liability for the debts of such Subsidiary, and (ii) Permitted Existing Contingent Obligations; such other documents as Agent and Required Lenders shall reasonably request to confirm that reasonable steps have been taken to so insulate Borrower from any liability for the debts of such Subsidiary; (iiie) obligationsany liability, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Personcontingent or otherwise, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP is permitted pursuant to the ESOP Plan Documents subsequent to their termination Section 9.1; and (f) Guarantees of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness Debt permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsSection 9.1.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse obligations Letter of Credit Obligations; (b) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (iic) Permitted Existing Contingent Obligations; those existing on the Closing Date and described in Schedule 3.4; (iiid) obligations, warranties, guaranties, reserves and indemnities, not relating those arising under indemnity agreements to title insurers to cause such title insurers to issue to Applicable Agent mortgagee title insurance policies; (e) those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder; (f) omitted; (g) those incurred with respect to Indebtedness of Credit Parties permitted by Section 3.1 provided that any Personsuch Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations, and provided, however, that any Contingent Obligations incurred by Holdings or any of its Domestic Subsidiaries of Indebtedness of Netherlands Holdings or its Subsidiaries or by Netherlands Holdings or any of its Subsidiaries of Indebtedness of RPP USA or any of its Domestic Subsidiaries shall be treated as an Investment under Section 3.3(k) to the extent of the full amount of such Indebtedness outstanding from time to time; (h) Contingent Obligations of (x) RPP USA or any of its Domestic Subsidiaries as a guarantor of the lessee or contracting party, as the case may be, under any lease or other contract pursuant to which have been RPP USA or are undertaken any of its Domestic Wholly-Owned Subsidiaries is the lessee or made contracting party so long as such lease or other contract is otherwise permitted hereunder, (y) Netherlands Holdings or any of its Subsidiaries as a guarantor of the lessee or contracting party, as the case may be, under any lease or other contract pursuant to which Netherlands Holdings or any of its Wholly-Owned Subsidiaries is the lessee or contracting party so long as such lease or other contract is otherwise permitted hereunder, and (z) RPP USA or any of its Subsidiaries as a guarantor of any Capital Lease Obligation to which a Joint Venture is a party or any contract entered into by such Joint Venture in the ordinary course of business; provided that the maximum liability of RPP USA or any such Subsidiary in respect of any obligations as described pursuant to this clause (y) is permitted as an Investment on such date pursuant to the requirements of Section 3.3; (i) Hedge Agreement permitted under Section 3.1(l); (j) those deemed to exist pursuant to acquisition agreements entered into in connection with Permitted Acquisitions (including any obligation to pay the purchase price therefore and any indemnification, purchase price adjustment and similar obligations); (k) Contingent Obligations with respect to performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business and or in connection with the enforcement of rights or claims of any Borrower or any of its Subsidiaries or in connection with judgments that do not result in favor an Event of an Affiliate Default, provided that the Dollar Equivalent of the Company or aggregate outstanding amount of all such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligationsperformance bonds, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to suretysurety bonds, appeal bonds and performance customs bonds obtained permitted by this clause (k) shall not at any time exceed the Company or any Material Subsidiary in the ordinary course Dollar Equivalent of business, $10,000,000; (vl) Contingent Obligations of the any Credit Party with respect to primary obligations of any other Credit Party (other than Holdings); provided, however, that any Contingent Obligations incurred by Holdings or any of its Domestic Subsidiaries of Indebtedness of Netherlands Holdings or its Subsidiaries or by Netherlands Holdings or any of its Subsidiaries of RPP USA or any of its Domestic Subsidiaries shall be treated as an Investment under Section 3.3(k) to the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock extent of the Company as a result full amount of distributions such Indebtedness outstanding from time to time; other than primary obligations (i) evidenced by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or PEP Note (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that except to the extent such Indebtedness shall be subordinated to Contingent Obligation is created at the Bank Secured time of the delivery of the PEP Note) and (ii) constituting Permitted Acquired Debt; (m) any other unsecured Contingent Obligation not expressly permitted by clauses (a) through (l) above, so long as the Dollar Equivalent of any such other Contingent Obligations, each such guarantee shallin the aggregate at any time outstanding, at does not exceed $25,000,000; and (n) refinancings, refundings, extensions and renewals of the Company's electionforgoing that do not accelerate the amortization thereof, be pari passu increase the principal amounts thereof (except to cover premiums, fees, costs and expenses), materially increase the interest rates applicable thereto, have additional guarantors thereof, or enhance the collateral therefor or priority thereof and are otherwise in compliance with Section 3.10 (as if effected by amendment or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrantsother modification).

Contingent Obligations. Neither the The Company nor shall not, and shall not suffer or permit any of its Material Subsidiaries shall directly Subsidiary to, create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, Obligations except: : (ia) recourse obligations resulting from endorsement of negotiable instruments endorsements for collection or deposit in the ordinary course of business; ; (iib) Permitted Existing Swap Obligations; (c) Contingent Obligations; Obligations of the Company and its Subsidiaries existing as of the Original Closing Date and listed in Schedule 7.8; (iiid) obligations, warranties, guaranties, reserves and indemnities, not relating Letters of Credit; (e) Contingent Obligations with respect to Indebtedness Surety Instruments (other than Letters of any Person, which have been or are undertaken or made Credit) incurred in the ordinary course of business and not exceeding at any time $50,000,000 (or its equivalent in favor of an Affiliate other currencies) in the aggregate in respect of the Company and its Subsidiaries; (f) ordinary course indemnity provisions in any agreement, undertaking, contract, indenture, mortgage, deed of trust or such Material Subsidiary (unless entered into on terms substantially similar other instrument, document or agreement to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by which the Company or any Material Subsidiary in the ordinary course of business, its Subsidiaries is a party; (vg) Contingent Guaranty Obligations of the Subsidiaries (i) of the Company under this Agreement and with respect to the other Operative Documents to which they are a partyobligations of any of its Subsidiaries, (viii) Contingent of any of its Subsidiaries with respect to the obligations of another of its Subsidiaries or (iii) of Domestic Subsidiaries or Foreign Subsidiaries that are Material Subsidiaries but not Foreign 956 Subsidiaries with respect to the obligations of the Company; and (h) Guaranty Obligations in connection with of (xi) the redemption Company, (ii) Domestic Subsidiaries or repurchase of any Capital Stock (iii) foreign Subsidiaries that are Material Subsidiaries but not Foreign 956 Subsidiaries, in each case with respect to obligations of the Company as a result of distributions by the ESOT to participants Parent under any Approved Parent Debt and, in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination case of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Lawsubordinated Approved Parent Debt, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent where such Indebtedness shall be Guaranty Obligations are similarly subordinated to the Bank Secured Obligationsreasonable satisfaction of the Agent, each and only where such guarantee shall, at the Company's election, be pari passu with or subordinated Person has executed and delivered a Guaranty to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsAgent.

Contingent Obligations. Neither the Company nor any of its Material The Credit Parties shall not and shall not cause or permit their Subsidiaries shall to directly or indirectly create or become or be liable with respect to any Contingent Obligation, Obligation except: : (ia) recourse guarantees by Parent Borrower or a Subsidiary of Parent Borrower of Indebtedness or other obligations permitted to be incurred under this Agreement; provided that no guarantee may be made by any Subsidiary of any Indebtedness unless such Subsidiary also guarantees the Obligations; (b) [reserved]; (c) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; ; (d) those existing on the Closing Date and described in Schedule 3.4; (e) those arising under indemnity agreements to title insurers to cause such title insurers to issue (i) to Agent and the First Lien Agent mortgagee title insurance policies and (ii) Permitted Existing Contingent Obligations; to the Credit Parties owner’s title insurance policies; (iiif) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to suretycustomary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder; (g) those incurred with respect to Indebtedness permitted by Section 3.1; provided that in the case of any Contingent Obligation with respect to subordinated Indebtedness, appeal and performance bonds obtained any such Contingent Obligation is subordinated to the Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations; provided, further, that no guarantee by any Subsidiary of Holdings of any Indebtedness constituting the Company First Lien Obligations or any Material Permitted Subordinated Indebtedness shall be permitted unless such Subsidiary shall have entered into or become a party to the Guaranty; (h) those arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of incurrence; and (i) any other Contingent Obligation not expressly permitted by clauses (a) through (h) above, so long as any such other Contingent Obligations, in the aggregate at any time outstanding, do not exceed $5,000,000. Notwithstanding anything to the contrary in this Agreement, if any direct or indirect parent company of Holdings guarantees any Indebtedness constituting First Lien Obligations or any Permitted Subordinated Indebtedness, Holdings and Parent Borrower agree to cause such parent company to enter into (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are or become a party, (vi) Contingent Obligations in connection with (xparty to) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsGuaranty.

Contingent Obligations. Neither the Company nor any of its Material Subsidiaries shall directly Create, incur, assume or indirectly create or become or be liable with respect suffer to exist any Contingent Obligation, except: : (ia) recourse the Guarantees; (b) other guarantees by Borrower or any Qualified Subsidiary incurred in the ordinary course of business for an aggregate amount at any time outstanding not to exceed $5,000,000; (c) guarantees by Borrower or any Qualified Subsidiary of obligations resulting from endorsement of negotiable instruments Borrower or any Qualified Subsidiary otherwise permitted hereuner; provided that, in each case, if the primary obligation being guaranteed is subordinated to the Loans or the Guarantees, such guarantees are subordinated to the Loans or the Guarantees on substantially the same basis as such primary obligation is subordinated; (d) Contingent Obligations existing on the Closing Date and described in Schedule 8.3(d) and Contingent Obligations relating to any Indebtedness permitted under subsection 8.1(a); (e) guarantees of obligations to third parties in connection with relocation of employees of Borrower or any of its Qualified Subsidiaries, in an amount which, together with all loans and advances made pursuant to subsection 8.6(f), shall not exceed $2,000,000 at any time outstanding; (f) Contingent Obligations in connection with workers’ compensation obligations, and in connection with performance, surety and appeal bonds, and similar obligations (including with respect to Franchises (as such term is defined in the Asset Purchase Agreement)) incurred in the ordinary course of business, of Borrower and its Qualified Subsidiaries; (g) Hedge Agreements permitted by subsection 8.8 or otherwise entered into in the ordinary course of business to hedge obligations and not for speculative purposes; (h) endorsements for collection in the ordinary course of business; and (iii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating to Indebtedness of any Person, which have been or are undertaken or made in guarantees by the ordinary course of business and not in favor of an Affiliate Subsidiary Guarantors of the Company or such Material Subsidiary (unless entered into on terms substantially similar to those applicable to a non-Affiliate third party transaction at arm's length); (iv) obligations, warranties and indemnities of the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits thereto; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course of business, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness shall be subordinated to the Bank Secured Obligations, each such guarantee shall, at the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller WarrantsNew Notes.