definiens: means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend, letter of credit or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed ( otherwise than for collection or deposit in the ordinary course of business ), co - made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including, without limitation, any such obligation for which that Person is in effect liable through any agreement ( contingent or otherwise ) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation ( whether in the form of loans, advances, capital stock purchases, capital contributions or otherwise ), or to maintain the solvency of the obligor of such obligation, or to make payment for any products, materials or supplies or for any transportation, services or lease regardless of the non - delivery or non - furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected ( in whole or in part ) against loss in respect thereof . The amount of any Contingent Obligation of any Person shall be deemed to be an amount equal to the maximum amount of such Person 's liability with 326431 vSIPA 6ZVJOS!.DOC 2