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 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 Warrants.ordinary course of business by any of Energizer's Subsidiaries in respect of obligations of any Subsidiary. (F)

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 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 USI and the Company Borrower will not, nor will they 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 any the obligations of a Subsidiary), except Contingent Obligation, except: Obligations arising with respect to (i) recourse obligations resulting from endorsement of negotiable instruments for collection in this Agreement and the ordinary course of business; other Loan Documents, (ii) Permitted Existing Contingent Obligations; customary indemnification obligations, representations and warranties and guaranties in favor of purchasers and lenders in connection with asset dispositions permitted hereunder (including under any Receivables Purchase Facility), (iii) obligationscustomary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), warranties(iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, guaranties(v) guarantees of (a) real property leases, reserves and indemnities(b) personal property Operating Leases, not relating to Indebtedness of any Person, which have been or are undertaken or made in each case entered into in the ordinary course of business and not in favor of an Affiliate by USI or any of the Company Subsidiaries and (c) vendor financing arrangements and other obligations of USI and its Subsidiaries not otherwise prohibited by this Agreement and incurred in the ordinary course of business or otherwise approved by the Agent, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Material Subsidiary (unless entered into Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms substantially similar reasonably acceptable to those applicable the Agent, (vii) subject to a non-Affiliate third party transaction at arm's length); (iv) obligationsSection 6.24, warranties and indemnities trade payables of any Subsidiary 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 Borrower incurred in the ordinary course of business, (vviii) Contingent Obligations non-financial indemnities and guarantees of performance made in the Subsidiaries ordinary course of business by USI or any Subsidiary that would not, individually or in the Company under this Agreement and the other Operative Documents to which they are aggregate, have a partyMaterial Adverse Effect, (viix) Contingent Obligations in connection with Permitted Customer Financing Guarantees and (x) the redemption or repurchase obligations (other than for reason of any Capital Stock credit default of the Company as a result of distributions by end customer) under vendor financing arrangements to which 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) Subsidiary is a party in which a lending institution finances such end customer purchase of software and/or related services from the requirements of Section 401(a)(28) of the Code Borrower 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 WarrantsSubsidiary.

Contingent Obligations. Neither the The Company will not, nor will it 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) in respect of any Contingent ObligationIndebtedness, except: except (i) recourse obligations resulting from by endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (ii) Permitted Existing Contingent ObligationsObligations of any Subsidiary with respect to Indebtedness of another Subsidiary or the Company and Contingent Obligations of the Company with respect to Indebtedness of a Subsidiary; (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 Contingent 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)under Article IX; (iv) obligations, warranties and indemnities of Contingent Obligations existing on the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits theretoDistribution Date; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary in the ordinary course Facility Letters 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, Credit; (vi) Contingent Obligations under Rate Hedging Agreements; (vii) Contingent Obligations with respect to customary indemnifications and purchase price adjustment obligations incurred in connection with mergers, Acquisitions, Investments and sales of assets (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 each case to the extent such merger, Acquisition, Investment or sale of assets is otherwise permitted by this Agreement); (viii) Contingent Obligations with respect to 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 by Section 6.10; (ix) Contingent Obligations with respect to customary product and service warranties; (x) Contingent Obligations with respect to director's, officer's and other indemnities set forth in any Borrower's or Subsidiary's organizational documents as in effect from time to time; and (xi) other Contingent Obligations, provided that the Indebtedness and other liabilities guaranteed or supported thereby does not exceed in the aggregate for amounts that may become due on the Securities pursuant Company and all of its Subsidiaries an amount equal to the Warrants and the Seller Warrants50% of 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 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 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) 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 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 party, Subsidiary Guaranty; (vi) Contingent Obligations in connection with (x) of Subsidiaries which are Subsidiary Guarantors under a guaranty of the redemption or repurchase of any Capital Stock Indebtedness of the Company as a result of distributions evidenced by the ESOT to participants in Dutch Credit Agreement or of the ESOP pursuant to the ESOP Plan Documents subsequent to their termination Borrowers under any Permitted Financing Facility; (vii) Contingent Obligations of employment with the Company or any Controlled Group member or (y) the requirements of Section 401(a)(28) of the Code or its Subsidiaries arising under any substantially similar Requirement of Law, Permitted Receivables Facility Documents; (viii) Contingent Obligations of Foreign Subsidiaries represented by guarantees of Indebtedness permitted by section 10.3(aobligations of other Foreign Subsidiaries (other than under the Dutch Credit Agreement), 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 Subsidiaries which are guarantors under a guaranty of Indebtedness of a Subsidiary of the Securities pursuant to Company (including a Permitted Financing Facility, but excluding the Warrants Dutch Credit Agreement) permitted under Section 6.01(m); (x) Contingent Obligations incurred in the ordinary course of business by any of the Company’s Subsidiaries in respect of obligations of any Subsidiary; and (xi) the Seller WarrantsSeparation Obligations.

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 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 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 Parent Guarantor’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 ObligationsObligations (as defined in the 2015 Term Loan Agreement on the Fourth Amendment Effective Date); (iiic) obligationsContingent Obligations (i) incurred by any Subsidiary of the Parent Guarantor 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 Parent Guarantor or, solely to the extent of its relative ownership interest therein, any Person (other than a Wholly-Owned Subsidiary of the Parent Guarantor) 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 Parent Guarantor or any Material Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Sections 10.7 and 10.10) or, solely to the extent of its relative ownership interest therein, any Person (other than a Wholly-Owned Subsidiary of the Parent Guarantor) 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 on of The Xxxx Group Inc. and its Subsidiaries permitted under the Securities pursuant to the Warrants and the Seller WarrantsTransaction Agreement.

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 partyagreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes, the 2013 Note Agreement, the 2016 Senior Note Agreement, the 2018 Senior Note Agreement 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 $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (xix) the redemption or repurchase Contingent 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 (y) Subsidiary arising from the requirements guaranty of Section 401(a)(28) Indebtedness of the Code Company or any substantially similar Requirement of LawSubsidiary, (viii) guarantees of Indebtedness permitted by section 10.3(a)as applicable, provided, that to the extent such Indebtedness shall be subordinated was permitted pursuant 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 Section 7.3(A); (ixx) 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 (xi) Contingent Obligations, in an aggregate amount not to exceed $200,000,000 at any time outstanding, arising as a result of the Securities pursuant to the Warrants guaranty of any Indebtedness not described in clauses (i) through (x) hereof and the Seller Warrantsotherwise permitted under Section 7.3(A).

Contingent Obligations. Neither the The Company will not, nor will it 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 any Contingent Obligationthe obligations of a Subsidiary), 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, (v) Contingent Obligations of the Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, (vib) Contingent Obligations in respect of any Senior Debt, (c) the Subsidiary Guarantees, (d) Contingent Obligations under indemnity agreements to title insurers to cause such title insurers to issue mortgagee title insurance policies to the Agent, (e) Contingent Obligations with respect to customary indemnification and purchase price adjustment obligations incurred in connection with Asset Dispositions and Purchases permitted pursuant to Section 6.14(e), (f) Contingent Obligations 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 $100,000 in aggregate liability, (g) Contingent Obligations with respect to Indebtedness permitted with respect to Section 6.11, (h) Contingent Obligations incurred in connection with the guaranty of obligations under floorplan financing arrangements with Deutsch Financial Services or any successor thereto ("DFS") and other lenders for certain of the Company's distributors in an aggregate amount not exceeding at any time outstanding the lesser of (A) $20,000,000 and (B) twenty-five percent (25%) of the aggregate amount outstanding under such floorplan financing arrangements at the end of the previous calendar year, (i) repurchase endorsements incurred in connection with the guaranty of obligations under floorplan arrangements with lenders other than DFS for certain of the Company's distributors in an aggregate amount not exceeding at any time outstanding $3,000,000, (j) Contingent Obligations with respect to the guaranty of obligations of certain of the Company's distributors relating to (x) the redemption or repurchase of revolving credit facilities for company stores operated by such distributors in an amount not exceeding at any Capital Stock of the Company as a result of distributions by the ESOT to participants time outstanding $500,000 in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or aggregate liability and (y) the requirements of Section 401(a)(28) of the Code or vehicle and equipment financing not exceeding 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 time outstanding $300,000 in Exhibit 10.3aggregate principal amount, and (ixk) other Contingent Obligations for amounts that may become due on not to exceed $100,000 in the Securities pursuant to the Warrants and the Seller Warrantsaggregate at any time outstanding.

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 partyagreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2008 Senior Notes, the 2009 Senior Notes, the 2008 Note Agreement, the 2009 Note Agreement, the Term Loan 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 the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (xix) the redemption or repurchase Contingent 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 (y) Subsidiary arising from the requirements guaranty of Section 401(a)(28) Indebtedness of the Code Company or any substantially similar Requirement of LawSubsidiary, (viii) guarantees of Indebtedness permitted by section 10.3(a)as applicable, provided, that to the extent such Indebtedness shall be subordinated was permitted pursuant 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 Section 7.3(A); (ixx) 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 (xi) Contingent Obligations, in an aggregate amount not to exceed $150,000,000 at any time outstanding, arising as a result of the Securities pursuant to the Warrants guaranty of any Indebtedness not described in clauses (i) through (x) hereof and the Seller Warrantsotherwise permitted under Section 7.3(A).

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 Parent nor any of its Material Subsidiaries shall directly or indirectly create or become or be liable with respect to any Contingent Obligation, except, (x) with respect to the Parent, the Parent Guaranty and other guarantees of Permitted Parent Indebtedness, and (y) with respect to the Parent's Subsidiaries: (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 a 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 any 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 (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) other guarantees of Indebtedness permitted by section 10.3(aSection 7.3(A)(y) (other than as prohibited with respect to Permitted Parent Indebtedness), 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, reasonably accepted to the Administrative Agent and (ixvii) additional Contingent Obligations for amounts that may become due on which do not exceed $10,000,000 in the Securities pursuant to the Warrants and the Seller Warrantsaggregate at any one time.

Contingent Obligations. Neither None of the Company nor any of its Material Borrower’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 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 party, Subsidiary Guaranty; (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock Subsidiaries which are Subsidiary Guarantors under a guaranty of the Company as a result Indebtedness of distributions the Borrower evidenced by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company Dutch Credit Agreement or any Controlled Group member or Permitted Financing Facility; (yvii) the requirements of Section 401(a)(28) Contingent Obligations of the Code Borrower or any substantially similar Requirement of Law, its Subsidiaries arising under any Permitted Receivables Facility Documents; (viii) Contingent Obligations of Foreign Subsidiaries represented by guarantees of Indebtedness permitted by section 10.3(aobligations of other Foreign Subsidiaries (other than under the Dutch Credit Agreement), 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 Subsidiaries which are guarantors under a guaranty of Indebtedness of a Subsidiary of the Securities pursuant to Borrower (including a Permitted Financing Facility, but excluding the Warrants Dutch Credit Agreement) permitted under Section 6.01(m); (x) Contingent Obligations incurred in the ordinary course of business by any of the Borrower’s Subsidiaries in respect of obligations of any Subsidiary; and (xi) the Seller WarrantsSeparation Obligations.

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 endorsement of negotiable instruments for collection in pursuant to the ordinary course of businessGuaranties; (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 Borrower and any of its Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, described on Schedule III hereto; (vic) Contingent Obligations incurred by the Borrower in respect of the obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in such clauses (a), (d) and (e), clause (h) of the definition of “Indebtedness”) of any Guarantor; (d) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in such clauses (a), (d) and (e), clause (h) of the definition of “Indebtedness”) of any of its Subsidiaries that is a Guarantor; (e) Contingent Obligations incurred by any Subsidiary in respect of the obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, by the Borrower and not incurred in anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations; (f) Contingent Obligations of the Borrower or any of its Subsidiaries arising under the Receivables Purchase Documents; (g) Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Indebtedness of the Borrower under the 2011 Subordinated Notes or the 2013 Subordinated Notes; (h) Contingent Obligations incurred by the Borrower pursuant to a guaranty of repayment of the obligations of Omnicare Capital Trust I, a wholly-owned statutory trust of Borrower and/or of Omnicare Capital Trust II, a wholly-owned statutory trust of Borrower incurred in connection with the Exchange Transaction; and (xi) the redemption or repurchase of any Capital Stock of the Company as a result of distributions by the ESOT other Contingent Obligations, together with Investments permitted pursuant to participants Section 6.15(n), not to exceed in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination aggregate more than 5% 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 WarrantsConsolidated Net Worth.

Contingent Obligations. Neither the Company Holdings 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 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 Holdings 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 Holdings 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 theretoTransaction Documents; (v) Contingent Obligations of Holdings or any of its Subsidiaries with respect to any Indebtedness permitted by this Agreement, (vi) additional Contingent Obligations which do not exceed $500,000 in the aggregate at any time; (vii) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company borrower or any Material Subsidiary subsidiary in the ordinary course of business, ; (vviii) Contingent Obligations guaranties by Holdings and AAS of Indebtedness incurred by AAS Canada to the Subsidiaries of Canadian Lenders to finance 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 purchase pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company Bell Xxxchase Agreement and any earnout 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 contingent purchase price payments -100- 110 assumed pursuant to the extent such Indebtedness shall be subordinated Bell Xxxchase Agreement, to finance the Bank Secured Obligations, each such guarantee shall, at Nomadic Sports Purchase and to provide for the Company's election, be pari passu with or subordinated to the Notes on subordination terms set forth in Exhibit 10.3, working capital needs of AAS Canada; and (ix) Contingent Obligations for amounts that may become due on the Securities earnout or contingent purchase price obligations assumed by AAS Canada pursuant to the Warrants and the Seller WarrantsBell Xxxchase Agreement in an aggregate amount not to exceed C$2,500,000.

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 Subsidiary Guaranty or of a Foreign Guarantor under a guaranty of the Company Indebtedness under this Agreement the agreements described in clauses (vi) and the other Operative Documents to which they are a party(vii) below, (vi) Contingent Obligations of the 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 2009 Senior Notes, the Note Agreement, the 2008 Note Agreement, the 2009 Note Agreement, the Revolving Credit Facility, the 2008 Term Loan 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 the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (xix) the redemption or repurchase Contingent 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 (y) Subsidiary arising from the requirements guaranty of Section 401(a)(28) Indebtedness of the Code Company or any substantially similar Requirement of LawSubsidiary, (viii) guarantees of Indebtedness permitted by section 10.3(a)as applicable, provided, that to the extent such Indebtedness shall be subordinated was permitted pursuant 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 Section 7.3(A); (ixx) 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 (xi) Contingent Obligations, in an aggregate amount not to exceed $150,000,000 at any time outstanding, arising as a result of the Securities pursuant to the Warrants guaranty of any Indebtedness not described in clauses (i) through (x) hereof and the Seller Warrantsotherwise permitted under Section 7.3(A).

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 additional Contingent Obligations which do not exceed $1,000,000 in the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits theretoaggregate at any time; (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 under this Agreement and the other Operative Documents to which they are a party, (vi) Contingent Obligations incurred pursuant to that certain Guaranty Agreement, dated as of March 15, 1997, between the Borrower and The Southwest National Bank of Wichita, as trustee, in connection with the City of Xxxxxxx, Kansas's issuance of its Industrial Revenue Refunding and Improvement Bonds, Series 1997 (xIFR Systems, Inc.), dated as of March 15, 1997, as in effect on March 15, 1997 and without giving effect to any amendments, restatements or other modifications thereto and (vii) the redemption or repurchase of any Capital Stock of the Company as a result of distributions Contingent Obligations incurred by the ESOT to participants Borrower in the ESOP favor of The General Electric Company, p.l.c. pursuant to the ESOP Plan Documents subsequent to their termination of employment with Acquisition Agreement, as in effect on 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 10.3Closing Date, and (ix) Contingent Obligations for amounts that may become due on the Securities pursuant without giving effect to the Warrants and the Seller Warrantsany amendments, restatements or other modifications thereto.

Contingent Obligations. Neither None of the Company nor any of its Material Parent Guarantor’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 ObligationsObligations (as defined in the 2015 Term Loan Agreement on the Sixth Amendment Effective Date); (iiic) obligationsContingent Obligations (i) incurred by any Subsidiary of the Parent Guarantor 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 Parent Guarantor or, solely to the extent of its relative ownership interest therein, any Person (other than a Wholly-Owned Subsidiary of the Parent Guarantor) 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 Parent Guarantor or any Material Subsidiary (provided that the Indebtedness with respect thereto is permitted pursuant to Sections 10.7 and 10.10) or, solely to the extent of its relative ownership interest therein, any Person (other than a Wholly-Owned Subsidiary of the Parent Guarantor) 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 on of The Xxxx Group Inc. and its Subsidiaries permitted under the Securities pursuant to the Warrants and the Seller WarrantsTransaction Agreement.

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 Obligation, except: Obligations except (i) recourse obligations resulting from by reason of endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; , (ii) Permitted Existing Contingent Obligations; Obligations created pursuant to the Loan Documents, (iii) obligationsguaranties by the Borrower of Capital Leases, warranties, guaranties, reserves Operating Leases (and indemnities, not relating to Indebtedness any other obligations under the $100,000,000 Synthetic Lease Facility) or Service Agreements of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate Subsidiary of the Company Borrower (including consents by the Borrower to the assignment of such guaranties), provided that such Capital Leases 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); Operating Leases are otherwise permitted hereunder, (iv) obligations, warranties and indemnities Contingent Obligations of the Company to IITRI arising out type specified in clauses (ii) and (iii) of the Asset Purchase Agreement and the Exhibits thereto; (v) definition of "Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary Obligation" created in the ordinary course of business, (v) miscellaneous Contingent Obligations of not to exceed at any time outstanding $25,000,000, (vi) guaranties by the Subsidiaries of the Company Borrower of the Borrower's obligations under this Agreement a Capital Lease or an Operating Lease provided that such Capital Lease or Operating Lease is otherwise permitted hereunder and only to the other Operative Documents to which they are a partyextent of the portion of such Capital Lease or Operating Lease that directly benefits such Subsidiary, (vivii) Contingent Obligations not otherwise permitted by this Section 6.02(d) incurred by the Borrower and/or its Subsidiaries (other than the Intercompany Creditor) in connection with (x) the redemption or repurchase acquisition of any Capital Stock Facility (or the assets thereof), any Existing Clinic Acquisition or the acquisition of any Related Business, so long as such acquisition satisfies all the Company as a result of distributions by the ESOT to participants conditions precedent set forth in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member Section 6.02(f)(i) or (y) ii), as the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Lawcase may be, (viii) guarantees of Indebtedness Contingent Obligations permitted by section 10.3(a), provided, that pursuant 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 Section 6.02(c) and Contingent Obligations listed on subordination terms set forth in Exhibit 10.3, Schedule IV and (ix) Contingent Obligations for amounts that may become due on the Securities to make recruitment subsidy advances pursuant to the Warrants and the Seller Warrantsany Service Agreement.

Contingent Obligations. Neither None of the Company nor any of its Material Borrower’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 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 party, Subsidiary Guaranty; (vi) Contingent Obligations in connection with (x) the redemption or repurchase of any Capital Stock Subsidiaries which are Subsidiary Guarantors under a guaranty of the Company as a result Indebtedness of distributions the Borrower evidenced by the ESOT to participants in Revolving Credit Agreement, the ESOP pursuant Dutch Credit Agreement, any Permitted Financing Facility and, prior to the ESOP Plan Documents subsequent Specified Repayment Transaction in respect of the Senior Notes, the Senior Notes and the Senior Note Purchase Agreements; (vii) prior to their termination the Specified Repayment Transaction in respect of employment with the Company Receivables Purchase Facility, Contingent Obligations of the Borrower 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; (viii) Contingent Obligations of non-domestic Subsidiaries represented by 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 obligations of other non-domestic Subsidiaries; (ix) Contingent Obligations of Subsidiaries which are guarantors under a guaranty of Indebtedness of a Subsidiary of the Borrower (including a Permitted Financing Facility) permitted under Section 7.3(A)(ix) (provided that, for amounts that may become due on the Securities pursuant avoidance of doubt, Contingent Obligations with respect to Spinco’s obligations under the Warrants Spinco High Yield Bond Financing shall only be permitted if the Spinco High Yield Bond Conditions are satisfied) and (x) Contingent Obligations incurred in the Seller Warrantsordinary course of business by any of the Borrower’s Subsidiaries in respect of obligations of any Subsidiary.

Contingent Obligations. Neither USI and the Company Borrower will not, nor will they 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 any the obligations of a Subsidiary), except Contingent Obligation, except: Obligations arising with respect to (i) recourse obligations resulting from endorsement of negotiable instruments for collection in this Agreement and the ordinary course of business; other Loan Documents, (ii) Permitted Existing Contingent Obligations; customary indemnification obligations, representations and warranties and guaranties in favor of purchasers and lenders in connection with asset dispositions permitted hereunder (including under any Receivables Purchase Facility), (iii) obligationscustomary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), warranties(iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, guaranties(v) guarantees of (a) real property leases, reserves and indemnities(b) personal property Operating Leases, not relating to Indebtedness of any Person, which have been or are undertaken or made in each case entered into in the ordinary course of business and not in favor of an Affiliate by USI or any of the Company Subsidiaries and (c) vendor financing arrangements and other obligations of USI and its Subsidiaries not otherwise prohibited by this Agreement and incurred in the ordinary course of business or otherwise approved by the Agent, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Material Subsidiary (unless entered into Indebtedness is subordinated to the Secured Obligations, each such Contingent Obligation shall be subordinated to the Secured Obligations on terms substantially similar reasonably acceptable to those applicable the Agent, (vii) subject to a non-Affiliate third party transaction at arm's length); (iv) obligationsSection 6.24, warranties and indemnities trade payables of any Subsidiary 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 Borrower incurred in the ordinary course of business, (vviii) Contingent Obligations non-financial indemnities and guarantees of performance made in the Subsidiaries ordinary course of business by USI or any Subsidiary that would not, individually or in the Company under this Agreement and the other Operative Documents to which they are aggregate, have a partyMaterial Adverse Effect, (viix) Contingent Obligations in connection with Permitted Customer Financing Guarantees and (x) the redemption or repurchase obligations (other than for reason of any Capital Stock credit default of the Company as a result of distributions by end customer) under vendor financing arrangements to which 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) Subsidiary is a party in which a lending institution finances such end customer purchase of software and/or related services from the requirements of Section 401(a)(28) of the Code Borrower 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 WarrantsSubsidiary.

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 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 (a) the Subsidiaries Subsidiary Guarantors under the Subsidiary Guaranty, (b) of the Company Borrower under this Agreement and the Parent Guaranty or any other Operative Documents to which they are a partyguaranty of the obligations of an Alternate Currency Borrower or (c) of the Alternate Currency Borrowers under the Alternate Currency Guaranty Documentation, (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 evidencing the ESOP pursuant Senior Notes and the Note Purchase 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 Contingent Obligations with respect to earn-outs or other similar forms of Indebtedness permitted by section 10.3(a)contingent purchase price payable in respect of Permitted Acquisitions, 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 to Borrower or any of its Subsidiaries arising under the Warrants Receivables Purchase Documents, and the Seller Warrants(x) Contingent Obligations in respect of representations and warranties customarily given in respect of Asset Sales otherwise permitted 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: (i) recourse obligations Contingent Obligations with respect to the First Lien Loan Obligations; those arising under Interest Rate Agreements or other hedging agreements entered into in compliance with SECTION 5.1; those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligationsthose existing on the Closing Date and described in SCHEDULE 5.4; (iii) 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; those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder; 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 surety(i) surety and appeal bonds, appeal performance and performance return-of-money bonds obtained and other similar obligations not exceeding at any time outstanding $500,000 in aggregate liability and (ii) bonds required to be posted in connection with worker's compensation insurance not exceeding at any time outstanding $1,400,000 in aggregate liability; those incurred with respect to Indebtedness permitted by SECTION 5.1 (other than SECTION 5.1(D)) provided that (i) any such Contingent Obligation is subordinated to the Company or Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations and (ii) no Credit Party may incur Contingent Obligations in respect of Indebtedness incurred by any Material Subsidiary Person that is not a Credit Party under this clause (h); guaranties of leases for leased premises of any Credit Party issued by Holdings and Borrower in the ordinary course of businessbusiness consistent with past practices; and any other Contingent Obligation not expressly permitted by clauses (a) through (i) above, (v) so long as any such other Contingent Obligations of Obligations, in the Subsidiaries of the Company under this Agreement aggregate at any time outstanding, do not exceed $500,000 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(aany Person that is not a Credit Party under this clause (j), 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 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 endorsement of negotiable instruments for collection in pursuant to the ordinary course of businessGuaranties; (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 Borrower and any of its Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, described on Schedule III; (vic) Contingent Obligations incurred by the Borrower in respect of the obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any Guarantor; (d) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any of its Subsidiaries that is a Guarantor; (e) Contingent Obligations incurred by any Subsidiary in respect of the obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, by the Borrower and not incurred in anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations; (f) Contingent Obligations incurred by any Guarantor with respect to any Indebtedness permitted by Section 6.22; (g) Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Indebtedness of the Borrower under the 2020 Subordinated Notes and the 2025 Subordinated Convertible Notes and Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment in connection with (x) the redemption any extension, renewal or repurchase replacement 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 such Indebtedness permitted by section 10.3(aSection 6.22(g)(i), 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 ; (ixh) Contingent Obligations for amounts that may become due on incurred by the Securities Borrower pursuant to a guaranty of repayment of the Warrants obligations of Omnicare Capital Trust I, a wholly-owned statutory trust of Borrower and/or of Omnicare Capital Trust II, a wholly-owned statutory trust of the Borrower; (i) Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a subordinated guaranty of repayment of Indebtedness of the Borrower under the 2035 Convertible Notes and Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a guaranty of repayment in connection with any extension, renewal or replacement of the Seller Warrants2035 Convertible Notes permitted by Section 6.22(g)(i); and (j) other Contingent Obligations, together with Investments permitted pursuant to Section 6.14(o), not to exceed in the aggregate more than 5% of Consolidated Net Worth at any time outstanding.

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: o Subsidiaries of Company may become and remain liable with respect to Contingent Obligations in respect of the Subsidiary Guaranty; o Company may become and remain liable with respect to Contingent Obligations in respect of (ix) recourse obligations resulting from endorsement Letters of negotiable instruments for collection Credit and (y) surety bonds incurred in the ordinary course of business; o Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under (iix) Permitted Existing Contingent Obligations; (iii) obligations, warranties, guaranties, reserves and indemnities, not relating Interest Rate Agreements with Lenders or with any other party acceptable to Administrative Agent with respect to Indebtedness in an aggregate notional principal amount not to exceed at any time the aggregate amount of any Person, which have been or are undertaken or made the Commitments and (y) Currency Agreements with Lenders entered into in the ordinary course of business for hedging purposes only; o Company 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 its Subsidiaries may become 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 Contingent Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of assets; o Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of the performance bonds obtained by the Subsidiaries of Company or any Material Subsidiary of obligations (other than obligations for the payment of money) of such Subsidiaries incurred in the ordinary course of business, (v) ; o Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of the any Indebtedness of Company or any of its wholly-owned Domestic Subsidiaries of the permitted by subsection 7.1 (other than subsection 7.1(vi)); o Company under this Agreement and the other Operative Documents its Subsidiaries, as applicable, may remain liable with respect to which they are a party, (vi) Contingent Obligations described in SCHEDULE 7.4 annexed hereto; o 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 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.Operating Leases;

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 endorsement of negotiable instruments for collection in pursuant to the ordinary course of businessGuaranties; (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 Borrower and any of its Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, described on Schedule III; (vic) Contingent Obligations incurred by the Borrower in respect of the obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any Guarantor; (d) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any of its Subsidiaries that is a Guarantor; (e) Contingent Obligations incurred by any Subsidiary in respect of the obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, by the Borrower and not incurred in anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations; (f) Contingent Obligations incurred by any Guarantor with respect to any Indebtedness permitted by Section 6.22; (g) Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Indebtedness of the Borrower under the 2013 Subordinated Notes, the 2015 Subordinated Notes, the 2020 Subordinated Notes and the 2025 Subordinated Convertible Notes and Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment in connection with (x) the redemption any extension, renewal or repurchase replacement 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 such Indebtedness permitted by section 10.3(aSection 6.22(g)(i), 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 ; (ixh) Contingent Obligations for amounts that may become due on incurred by the Securities Borrower pursuant to a guaranty of repayment of the Warrants obligations of Omnicare Capital Trust I, a wholly-owned statutory trust of Borrower and/or of Omnicare Capital Trust II, a wholly-owned statutory trust of the Borrower; (i) Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a subordinated guaranty of repayment of Indebtedness of the Borrower under the 2035 Convertible Notes and Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a guaranty of repayment in connection with any extension, renewal or replacement of the Seller Warrants2035 Convertible Notes permitted by Section 6.22(g)(i); and (j) other Contingent Obligations, together with Investments permitted pursuant to Section 6.14(o), not to exceed in the aggregate more than 5% of Consolidated Net Worth at any time outstanding.

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 Subsidiary which provides a guarantee (including gross-up amounts for any withholding taxes or capital charges) of the Company Obligations (as distinguished from solely guaranteeing Drawn Foreign Amounts) under this Agreement and a guaranty of the other Operative Documents to which they are a partyIndebtedness under the agreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes, the 2013 Note Agreement, the 2016 Senior Note Agreement, the 2018 Senior Note Agreement 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 $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (xix) the redemption or repurchase Contingent 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 (y) Subsidiary arising from the requirements guaranty of Section 401(a)(28) Indebtedness of the Code Company or any substantially similar Requirement of LawSubsidiary, (viii) guarantees of Indebtedness permitted by section 10.3(a)as applicable, provided, that to the extent such Indebtedness shall be subordinated was permitted pursuant 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 Section 7.3(A); (ixx) 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 (xi) Contingent Obligations, in an aggregate amount not to exceed at any time outstanding the Securities pursuant to greater of (1) $200,000,000 and (2) 8% of Consolidated Assets, arising as a result of the Warrants guaranty of any Indebtedness not described in clauses (i) through (x) hereof and the Seller Warrantsotherwise permitted under Section 7.3(A).

Contingent Obligations. Neither None of the Company nor any of its Material Borrower'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 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 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 Existing Credit Agreements, the ESOP pursuant to Senior Notes and the ESOP Plan Documents subsequent to their termination Note Purchase Agreements; (vii) Contingent Obligations of employment with the Company Borrower 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 ordinary course of business by any of the Warrants and the Seller Warrants.Borrower's Subsidiaries in respect of obligations of any Subsidiary. (F)

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 including without limitation guarantees of operating lease obligations of Subsidiaries owing to those applicable to a non-Affiliate third party transaction at arm's lengthlessors); (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 (a) the Subsidiaries Subsidiary Guarantors under the Subsidiary Guaranty, (b) of the Company Borrower under this Agreement and the Parent Guaranty or any other Operative Documents to which they are a partyguaranty of the obligations of an Alternate Currency Borrower or (c) of the Alternate Currency Borrowers under the Alternate Currency Guaranty Documentation, (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 evidencing the ESOP pursuant Senior Notes and the Note Agreement, (vii) obligations arising under or related to the ESOP Plan Loan 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, 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 the Securities pursuant to the Warrants in respect of representations and the Seller Warrantswarranties customarily given in respect of Asset Sales otherwise permitted 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, 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 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 partyagreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2008 Senior Notes, the 2009 Senior Notes, the 2008 Note Agreement, the 2009 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 the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (xix) the redemption or repurchase Contingent 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 (y) Subsidiary arising from the requirements guaranty of Section 401(a)(28) Indebtedness of the Code Company or any substantially similar Requirement of LawSubsidiary, (viii) guarantees of Indebtedness permitted by section 10.3(a)as applicable, provided, that to the extent such Indebtedness shall be subordinated was permitted pursuant 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 Section 7.3(A); (ixx) 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 (xi) Contingent Obligations, in an aggregate amount not to exceed $150,000,000 at any time outstanding, arising as a result of the Securities pursuant to the Warrants guaranty of any Indebtedness not described in clauses (i) through (x) hereof and the Seller Warrantsotherwise permitted under Section 7.3(A).

Contingent Obligations. Neither the Company nor shall not, and shall not permit any of its Material Restricted 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 Restricted Subsidiaries of negotiable instruments for collection Company may become and remain liable with respect to Contingent Obligations in respect of the ordinary course of businessSubsidiary Guaranty; (ii) Permitted Existing Company may become and remain liable with respect to Contingent ObligationsObligations in respect of Letters of Credit; (iii) obligationsCompany may become and remain liable with respect to Contingent Obligations under Interest Rate Agreements constituting Hedge Agreements, warranties, guaranties, reserves entered into with Lenders for bona fide hedging purposes and indemnities, not relating for speculative purposes with respect to Indebtedness of in an aggregate notional principal amount not to exceed at 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)time $300,000,000; (iv) obligations, warranties Company and indemnities its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations in respect of the Company to IITRI arising out customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of the Asset Purchase Agreement and the Exhibits theretoassets; (v) Contingent Obligations Company and its Restricted 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 Restricted Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, permitted by subsection 7.1; (vi) Company and its Restricted Subsidiaries, as applicable, may remain liable with respect to Contingent Obligations described in connection Schedule 7.4 annexed ------------ hereto; (vii) Company and its Restricted Subsidiaries may become and remain liable with respect to guaranties of the Indebtedness in respect of the unsecured lines of credit permitted under subsection 7.1(v); (viii) Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations arising under their subordinated guaranties of the Subordinated Notes as set forth in the Subordinated Note Indenture; (ix) Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations arising under any subordinated guaranties in respect of any other Subordinated Indebtedness permitted by subsections 7.1(vi) or (vii); and (x) the redemption or repurchase of any Company and its Restricted Subsidiaries may become and remain liable with respect to other Contingent Obligations, 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 LawLeases permitted under subsection 7.1(ix), (viii) guarantees of and other Indebtedness permitted by section 10.3(a)under subsection 7.1(ix) in an aggregate principal amount not to exceed $40,000,000 at any time outstanding; provided that the aggregate amount of all such Capital Leases, provided, that to the extent such other -------- 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) other Contingent Obligations for amounts that may become due on the Securities pursuant to the Warrants and the Seller Warrants.secured by Liens shall not exceed -------- $30,000,000 at any time outstanding. 7.5

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 partyagreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2013 Senior Notes, the 2016 Senior Notes, the 2018 Senior Notes, the 2013 Note Agreement, the 2016 Senior Note Agreement, the 2018 Senior Note Agreement 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 $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (xix) the redemption or repurchase Contingent 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 (y) Subsidiary arising from the requirements guaranty of Section 401(a)(28) Indebtedness of the Code Company or any substantially similar Requirement of LawSubsidiary, (viii) guarantees of Indebtedness permitted by section 10.3(a)as applicable, provided, that to the extent such Indebtedness shall be subordinated was permitted pursuant 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 Section 7.3(A); (ixx) 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 (xi) Contingent Obligations, in an aggregate amount not to exceed $200,000,000 at any time outstanding, arising as a result of the Securities pursuant to the Warrants guaranty of any Indebtedness not described in clauses (i) through (x) hereof and the Seller Warrants.otherwise permitted under Section 7.3(A). 110

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 Obligation, except: Obligations except (i) recourse obligations resulting from by reason of endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; , (ii) Permitted Existing Contingent Obligations; Obligations created pursuant to the Loan Documents or under the $150,000,000 Credit Agreement (and the Loan Documents referred to and as defined therein), (iii) obligationsguaranties by the Borrower of Capital Leases, warranties, guaranties, reserves and indemnities, not relating to Indebtedness Operating Leases or Service Agreements of any Person, which have been or are undertaken or made in the ordinary course of business and not in favor of an Affiliate Subsidiary of the Company Borrower (including consents by the Borrower to the assignment of such guaranties), provided that such Capital Leases 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); Operating Leases are otherwise permitted hereunder, (iv) obligations, warranties and indemnities Contingent Obligations of the Company to IITRI arising out type specified in clauses (ii) and (iii) of the Asset Purchase Agreement and the Exhibits thereto; (v) definition of "Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary Obligation" created in the ordinary course of business, (v) miscellaneous Contingent Obligations of not to exceed at any time outstanding $20,000,000, (vi) guaranties by the Subsidiaries of the Company Borrower of the Borrower's obligations under this Agreement a Capital Lease or an Operating Lease provided that such Capital Lease or Operating Lease is otherwise permitted hereunder and only to the other Operative Documents to which they are a partyextent of the portion of such Capital Lease or Operating Lease that directly benefits such Subsidiary, (vivii) Contingent Obligations not otherwise permitted by this Section 6.02(d) incurred by the Borrower and/or its Subsidiaries (other than the Intercompany Creditor) in connection with (x) the redemption or repurchase acquisition of any Capital Stock Facility (or the assets thereof), any Existing Clinic Acquisition or the acquisition of any Related Business, so long as such acquisition satisfies all the Company as a result of distributions by the ESOT to participants conditions precedent set forth in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member Section 6.02(f)(i) or (y) ii), as the requirements of Section 401(a)(28) of the Code or any substantially similar Requirement of Lawcase may be, (viii) guarantees of Indebtedness Contingent Obligations permitted by section 10.3(a), provided, that pursuant 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 Section 6.02(c) and Contingent Obligations listed on subordination terms set forth in Exhibit 10.3, Schedule IV and (ix) Contingent Obligations for amounts that may become due on the Securities to make recruitment subsidy advances pursuant to the Warrants and the Seller Warrantsany Service Agreement.

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 endorsement of negotiable instruments for collection in pursuant to the ordinary course of businessGuaranties; (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 Borrower and any of its Subsidiaries of the Company under this Agreement and the other Operative Documents to which they are a party, described on Schedule III; (vic) Contingent Obligations incurred by the Borrower in respect of the obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any Guarantor; (d) Contingent Obligations incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of “Indebtedness” and, to the extent issued in support of Indebtedness of the types described in clauses (a), (d), (e) and (h) of the definition of “Indebtedness”) of any of its Subsidiaries that is a Guarantor; (e) Contingent Obligations incurred by any Subsidiary in respect of the obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, by the Borrower and not incurred in anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations; (f) Contingent Obligations incurred by any Guarantor with respect to any Indebtedness permitted by Section 6.22; (g) Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Indebtedness of the Borrower under the 2013 Subordinated Notes, the 2015 Subordinated Notes and the 2020 Subordinated Notes and Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment in connection with (x) the redemption any extension, renewal or repurchase replacement 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 such Indebtedness permitted by section 10.3(aSection 6.22(g)(i), 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 ; (ixh) Contingent Obligations for amounts that may become due on incurred by the Securities Borrower pursuant to a guaranty of repayment of the Warrants obligations of Omnicare Capital Trust I, a wholly-owned statutory trust of Borrower and/or of Omnicare Capital Trust II, a wholly-owned statutory trust of Borrower incurred in connection with the Exchange Transaction; (i) Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a subordinated guaranty of repayment of Indebtedness of the Borrower under the 2035 Convertible Notes and Contingent Obligations incurred by Omnicare Purchasing Company, L.P. pursuant to a guaranty of repayment in connection with any extension, renewal or replacement of the Seller Warrants2035 Convertible Notes permitted by Section 6.22(g)(i); (j) other Contingent Obligations, together with Investments permitted pursuant to Section 6.14(o) not to exceed in the aggregate more than 5% of Consolidated Net Worth at any time outstanding; and (k) on or prior to the Existing Subordinated Notes Redemption Date, Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Indebtedness of the Borrower under the Existing Subordinated Notes.

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 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 The Company will not, nor will it 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) in respect of any Contingent ObligationIndebtedness, except: except (i) recourse obligations resulting from by endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (ii) Permitted Existing Contingent ObligationsObligations of any Subsidiary with respect to Indebtedness of another Subsidiary or the Company and Contingent Obligations of the Company with respect to Indebtedness of a Subsidiary; (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 Contingent 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)under Article IX of the Existing Credit Agreement; (iv) obligations, warranties and indemnities of Contingent Obligations existing on the Company to IITRI arising out of the Asset Purchase Agreement and the Exhibits theretoClosing Date; (v) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Material Subsidiary Facility Letters of Credit (as defined 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, Existing Credit Agreement); (vi) Contingent Obligations under Rate Hedging Agreements; (vii) Contingent Obligations with respect to customary indemnifications and purchase price adjustment obligations incurred in connection with mergers, Acquisitions, Investments and sales of assets (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 each case to the extent such merger, Acquisition, Investment or sale of assets is otherwise permitted by this Agreement); (viii) Contingent Obligations with respect to 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 by Section 6.10; (ix) Contingent Obligations with respect to customary product and service warranties; (x) Contingent Obligations with respect to director's, officer's and other indemnities set forth in the Company's or any of its Subsidiary's organizational documents as in effect from time to time; and (xi) other Contingent Obligations, provided that the Indebtedness and other liabilities guaranteed or supported thereby does not exceed in the aggregate for amounts that may become due on the Securities pursuant Company and all of its Subsidiaries an amount equal to the Warrants and the Seller Warrants50% of Net Worth.

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; (iib) Permitted Existing Contingent Obligationspursuant to the Guaranties; (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, (vc) 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 party, described on Schedule IV 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 to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or clauses (ya), (d) the requirements of Section 401(a)(28and (e) of the Code or any substantially similar Requirement definition of Law"Indebtedness" and, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent issued in support of Indebtedness of the types described in such Indebtedness shall be subordinated to the Bank Secured Obligationsclauses (a), 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, (d) and (ixe), clause (h) of the definition of "Indebtedness") of any Guarantor; (e) Contingent Obligations for amounts incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of "Indebtedness" and, to the extent issued in support of Indebtedness of the types described in such clauses (a), (d) and (e), clause (h) of the definition of "Indebtedness") of any of its Subsidiaries that may become due on is a Guarantor; (f) Contingent Obligations incurred by any Subsidiary in respect of the Securities obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, by the Borrower and not incurred in anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations; (g) Contingent Obligations of the Borrower or any of its Subsidiaries arising under the Receivables Purchase Documents; (h) Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Warrants Indebtedness of the Borrower under the Subordinated Notes; and (i) other Contingent Obligations, together with Investments permitted pursuant to Section 6.14(n), not to exceed in the Seller Warrantsaggregate more than 5% 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 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 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 partyagreements described in clause (vi) below, (vi) Contingent Obligations of the Subsidiary Guarantors or any of the Company’s other Subsidiaries under any guaranty of the Indebtedness arising under the 2008 Senior Notes, the 2009 Senior Notes, the 2013 Senior Notes, the 2008 Note Agreement, the 2009 Note Agreement, the 2013 Note Agreement 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 $50,000,000, so long as the creditors under such facility or note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (vii) obligations arising under or related to the Loan Documents, (viii) Contingent Obligations arising in connection with Receivables Facility Attributed Indebtedness permitted under Section 7.3(A); (xix) the redemption or repurchase Contingent 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 (y) Subsidiary arising from the requirements guaranty of Section 401(a)(28) Indebtedness of the Code Company or any substantially similar Requirement of LawSubsidiary, (viii) guarantees of Indebtedness permitted by section 10.3(a)as applicable, provided, that to the extent such Indebtedness shall be subordinated was permitted pursuant 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 Section 7.3(A); (ixx) 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 (xi) Contingent Obligations, in an aggregate amount not to exceed $200,000,000 at any time outstanding, arising as a result of the Securities pursuant to the Warrants guaranty of any Indebtedness not described in clauses (i) through (x) hereof and the Seller Warrantsotherwise permitted under Section 7.3(A).

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 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 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.

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 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; (iib) Permitted Existing Contingent Obligationspursuant to the Guaranties; (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, (vc) 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 party, described on Schedule III 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 to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member or clauses (ya), (d) the requirements of Section 401(a)(28and (e) of the Code or any substantially similar Requirement definition of Law"Indebtedness" and, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent issued in support of Indebtedness of the types described in such Indebtedness shall be subordinated to the Bank Secured Obligationsclauses (a), 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, (d) and (ixe), clause (h) of the definition of "Indebtedness") of any Guarantor; (e) Contingent Obligations for amounts incurred by any Guarantor in respect of obligations (other than obligations constituting Indebtedness of the types described in clauses (a), (d) and (e) of the definition of "Indebtedness" and, to the extent issued in support of Indebtedness of the types described in such clauses (a) (d) and (e), clause (h) of the definition of "Indebtedness") of any of its Subsidiaries that may become due on is a Guarantor; (f) Contingent Obligations incurred by any Subsidiary in respect of the Securities obligations of any of its Subsidiaries and existing at the time such Subsidiary is acquired, directly or indirectly, by the Borrower and not incurred in anticipation of such Acquisition, and Contingent Obligations incurred by the Borrower in respect of any such obligations; (g) Contingent Obligations of the Borrower or any of its Subsidiaries arising under the Receivables Purchase Documents; (h) Contingent Obligations incurred by any Guarantor pursuant to a guaranty of repayment of the Warrants Indebtedness of the Borrower under the 2011 Subordinated Notes or the 2013 Subordinated Notes; (i) Contingent Obligations incurred by the Borrower pursuant to a guaranty of repayment of the obligations of Omnicare Capital Trust I, a wholly-owned statutory trust of Borrower; and (j) other Contingent Obligations, together with Investments permitted pursuant to Section 6.15(n), not to exceed in the Seller Warrantsaggregate more than 5% 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 any of its Material Restricted 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: endorsements for collection or deposit in the Ordinary Course of Business; Secured Swap Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with Agent’s prior written consent, except in respect of the Contingent Obligations incurred in accordance with clause (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of businessbelow; (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 Credit Parties and their Restricted Subsidiaries existing as of the Company under this Agreement Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the other Operative Documents to which they are a party, (vi) amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Credit Parties or their Restricted Subsidiaries as compared to the terms of the Contingent Obligation being renewed or extended; Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (xii) the redemption or repurchase purchasers in connection with dispositions permitted under Section 5.2(b); Contingent Obligations arising under Letters of Credit; Contingent Obligations arising under guarantees of obligations of any Capital Stock of Subsidiary Guarantor and, subject to Section 5.16 and the Company as a result of distributions by the ESOT to participants in the ESOP pursuant Permitted Partnership Activities, any Borrower, which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated 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 LawObligations, (viii) guarantees of Indebtedness permitted by section 10.3(a), provided, that to the extent such Indebtedness guarantee 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) same extent; 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; Contingent Obligations of any Credit Party incurred under Commodity Agreements with respect to Hydrocarbons or synthetic gas designed to protect against fluctuations in production costs; Contingent Obligations of any Credit Party incurred under Commodity Agreements to match such Credit Party’s prepaid sales of fertilizer products; other Contingent Obligations not exceeding $3,000,000 in the Warrants aggregate at any time outstanding; and Contingent Obligations of the Seller Warrants.Credit Parties and Restricted Subsidiaries constituting Indebtedness permitted under Sections 5.5(p) and 5.5(h). [Reserved]

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 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 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 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: (i) recourse obligations Contingent Obligations with respect to the Second Lien Loan Obligations and Letter of Credit Obligations; those arising under Interest Rate Agreements or other hedging agreements entered into in compliance with SECTION 5.1; those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Permitted Existing Contingent Obligationsthose existing on the Closing Date and described in SCHEDULE 5.4; (iii) 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; those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions permitted hereunder; 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 surety(i) surety and appeal bonds, appeal performance and performance return-of-money bonds obtained and other similar obligations not exceeding at any time outstanding $500,000 in aggregate liability and (ii) bonds required to be posted in connection with worker's compensation insurance not exceeding at any time outstanding $1,400,000 in aggregate liability; those incurred with respect to Indebtedness permitted by SECTION 5.1 (other than SECTION 5.1(D)) provided that (i) any such Contingent Obligation is subordinated to the Company or Obligations to the same extent as the Indebtedness to which it relates is subordinated to the Obligations and (ii) no Credit Party may incur Contingent Obligations in respect of Indebtedness incurred by any Material Subsidiary Person that is not a Credit Party under this clause (h); guaranties of leases for leased premises of any Credit Party issued by Holdings and Borrower in the ordinary course of businessbusiness consistent with past practices; and any other Contingent Obligation not expressly permitted by clauses (a) through (i) above, (v) so long as any such other Contingent Obligations of Obligations, in the Subsidiaries of the Company under this Agreement aggregate at any time outstanding, do not exceed $500,000 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(aany Person that is not a Credit Party under this clause (j), 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 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 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 90 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 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.