Common use of Contingent Liabilities Clause in Contracts

Contingent Liabilities. The Borrower will not, nor will it permit any of its Subsidiaries to, directly or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (b) The Guarantees described in Schedule 8.02; (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary).

Contingent Liabilities. The Borrower Credit Parties will not, nor and will it not permit any of its Subsidiaries Foreign Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described and letters of credit in effect on the date hereof which are disclosed in Schedule 8.028.1, and any replacements thereof in amounts not exceeding such Guarantees; (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor any Indebtedness permitted under Sections 8.1 (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignmenta), (c), (d), (e), (g) and (i); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or of any Restricted Subsidiary would constitute Indebtedness permitted under Section 8.1 (b) (other than Indebtedness incurred by Section 8.01any Special Purpose Subsidiary); (e) Obligations under contracts providing for the acquisition obligations in respect of or provision Letters of goods or services Credit; (including leases or licenses of propertyf) incurred in the ordinary course of business for which any Construction Completion and Cost Overrun Guaranty delivered by the Borrower may be jointly and severally liable in connection with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligationsRenewable Energy Project; and (fg) Obligations under agreements any Renewable Energy Project Guaranty delivered by the Borrower in connection with a Renewable Energy Project, provided, however that: (i) one or more of the Core Domestic Ameresco Companies or Renewable Energy Subsidiaries shall control the operation and maintenance of the Renewable Energy Project during the term of the renewable energy purchase agreement with respect to indemnify Persons who have issued bid such Renewable Energy Project; (ii) in connection with any delivery of a Renewable Energy Project Guaranty to a purchaser of landfill gas or performance bonds energy derived from landfill gas, sunlight, wind or letters of biomass, the credit issued in lieu rating or other credit quality of such bonds purchaser shall be reasonably satisfactory to the Agent; (iii) in connection with any delivery of a Renewable Energy Project Guaranty to an owner of a landfill or other property used for a Renewable Energy Project, such landfill or other property owner shall have a business reputation reasonably satisfactory to the ordinary course Agent; and (iv) in connection with the delivery of business any Renewable Energy Project Guaranty, the Borrower shall deliver to the Agent (A) prior to the delivery of such Renewable Energy Project Guaranty, a certificate executed by the Chief Financial Officer of the Borrower securing performance by certifying (based upon such Person of activities otherwise permissible hereunder; provided, however, that consultation with the foregoing exceptions shall not permit any Guarantees by Borrower’s independent certified public accountants as the Borrower shall reasonably deem appropriate) that, in accordance with GAAP, such Renewable Energy Project Guaranty will not result in the accrual of a liability upon the consolidated balance sheet of the Indebtedness Core Ameresco Companies for the fiscal period during which such Renewable Energy Project Guaranty is delivered; (B) a copy of any Person such Renewable Energy Project Guaranty and all other documents related thereto; and (C) such other than any Subsidiary)information or reports as the Agent may reasonably request with respect to such Renewable Energy Project Guaranty.

Contingent Liabilities. The Borrower Company will not, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described by the Company of Indebtedness or other obligations of any Subsidiary and by any Restricted Subsidiary of Indebtedness or other obligations of the Company or any other Subsidiary, provided that, during any period when the Total Debt Ratio is greater than 5.00 to 1.00, the aggregate amount of such Guarantees by the Company and its Restricted Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject to the limitations set forth in Schedule 8.02Section 7.05(a)(i) upon Investments represented by such Guarantees; (c) Capitalized Lease Obligations Guarantees by the Company and any Restricted Subsidiary of Indebtedness or other obligations of Holdings permitted pursuant to the extent they constitute Holdings Guaranty and Pledge Agreement; provided that (i) the aggregate principal amount of Guarantees by reason under this Section 7.03(c) (other than Guarantees constituting Surety Bond Obligations) shall not exceed $80,000,000 at any time and (ii) such Indebtedness or other obligation of having been assigned Holdings guaranteed pursuant to this clause (iii) consists either of (x) purchase money indebtedness for the purchase or leasing of equipment used or to be used by the lessor to a lender to such lessor Company and its Restricted Subsidiaries or (provided that the obligors y) obligations of Holdings in respect of such Capitalized Lease Obligations do not increase their liability by reason surety bonds issued to support the business or operations of such assignment)the Company and its Restricted Subsidiaries; (d) Guarantees which would constitute Investments in effect on the Third Restatement Effective Date which are disclosed in Schedule 7.03, any replacements thereof in amounts not prohibited by Section 8.04 or which if incurred directly by exceeding such Guarantees and any additions thereto, provided the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01additions thereto do not exceed $15,000,000 outstanding in the aggregate; (e) Surety Bond Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business business; (f) all transactions with or for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs benefit of Affiliates that are allocated expressly permitted under the proviso in Section 7.07; (as among the Borrower and the Subsidiariesg) based on cost, usage or other reasonable method obligations in respect of allocation; provided that the undertaking Letters of such liabilities are not intended as a guaranty or other credit support of such obligationsCredit; and (fh) Obligations Guarantees of Indebtedness permitted under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)Section 7.01.

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV hereof; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The the Guarantees described in Schedule 8.027.13; (civ) Capitalized Guarantees by the Company or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement; (v) other Guarantees, including, but not limited to, without duplication, surety bonds, by the Company, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $150,000,000 at any time; (vi) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dvii) the Letters of Credit; (viii) any Guarantee by the Company of the obligations of any Unrestricted Subsidiary so long as (A) recourse to the Company thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries and to no other assets of the Company or the Restricted Subsidiaries and (B) neither the Company nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Company or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary or its Subsidiaries), to any acquisition or disposition of any assets of the Company or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Company or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (ix) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01;7.17 hereof; and (ex) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower Company or any of its Restricted Subsidiaries may be jointly and severally liable with other Subsidiaries of the Company as to which costs are allocated (as among the Borrower Company and the its Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (fxi) Obligations under agreements any Guarantee by the Company of any obligation to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of the extent such bonds in obligation can be satisfied (at the ordinary course of business option of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees Company) by the Borrower delivery of common stock of the Indebtedness of any Person (other than any Subsidiary).Parent Corp.

Contingent Liabilities. The Borrower will not, nor will it permit any of its Subsidiaries to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described Guarantees, surety bonds and letters of credit in effect on the Closing Date which are disclosed in Part D of Schedule 8.027.01; (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason the Borrower or any of having been assigned by the lessor to a lender to such lessor (provided that the obligors its Restricted Subsidiaries in respect of any Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted to be incurred by the Borrower or such Capitalized Lease Restricted Subsidiary hereunder (other than pursuant to Indebtedness permitted under Section 7.01(l)); provided that (i) no Guarantee in respect of any Junior Indebtedness shall be permitted unless the guaranteeing party shall have also provided a guarantee of the Secured Obligations do not increase their liability by reason on the terms set forth in this Agreement and (ii) if the Indebtedness being guaranteed is subordinated to the Secured Obligations, such Guarantee shall be subordinated to the guarantee of the Secured Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such assignment)Indebtedness; (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01Obligations in respect of Letters of Credit; (e) Obligations under contracts providing for the acquisition Guarantees of or provision obligations of goods or services Foreign Subsidiaries (including leases or licenses of propertyindemnities for surety and performance bonds) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as respect to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds contracts entered into in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunderForeign Subsidiary; (f) Permitted Project Recourse; (g) Guarantees permitted as Indebtedness under Section 7.01 (other than Section 7.01(e) or (p)); provided, however, that the foregoing exceptions shall not permit any and (h) Guarantees by the Borrower or any of its Restricted Subsidiaries entered into in connection with a Permitted Acquisition for the payment of any portion of the Indebtedness purchase price which is contingent on the earnings of any Person (other than any Subsidiary)the target of such Permitted Acquisition.

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The the Guarantees described in Schedule 8.027.15; (civ) Guarantees by the Company or one or more of the Guarantors of Indebtedness or other obligations (such other obligations incurred in the ordinary course of business) of the Company or another Guarantor, but only if such Indebtedness or other obligations are not prohibited by this Credit Agreement; (v) other Guarantees, including, without duplication, surety bonds, by the Company or one or more Guarantors, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $100,000,000 at any time; (vi) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (dvii) the Letters of Credit; (viii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 7.17 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.14; (eix) Obligations obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the 115 MSGN – A&R Credit Agreement (2019) ordinary course of business for which the Borrower Company or any of its Restricted Subsidiaries may be jointly and severally liable with other Subsidiaries of the Company as to which costs are allocated (as among the Borrower Company and the its Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fx) Obligations any Guarantee by the Company of any obligation to the extent such obligation can be satisfied (at the option of the Company) by the delivery of common stock of the Parent; (xi) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (xii) any Guarantee by the Company or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, any Excluded Subsidiary or joint venture; provided, however, provided that the foregoing exceptions shall aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries, Excluded Subsidiaries and joint ventures made pursuant to clause (k) of the definition of Permitted Investments does not permit any exceed $75,000,000; and (xiii) Guarantees by the Borrower Company of Indebtedness of the Parent, to the extent permitted as Indebtedness of the Company under Section 7.14(xii); provided that in no event shall such Guarantees be secured by any Person (other than mortgage on, pledge of or grant of a security interest in any Subsidiary)assets of the Company or any of its Subsidiaries.

Contingent Liabilities. The Borrower Company will not, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described by the Company of Indebtedness or other obligations of any Subsidiary and by any Restricted Subsidiary of Indebtedness or other obligations of the Company or any other Subsidiary, provided that, during any period when the Total Debt Ratio is greater than 5.00 to 1.00, the aggregate amount of such Guarantees by the Company and its Restricted Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject to the limitations set forth in Schedule 8.02Section 7.05(a)(i) upon Investments represented by such Guarantees; (c) Capitalized Lease Obligations Guarantees by the Company and any Restricted Subsidiary of Indebtedness or other obligations of Holdings permitted pursuant to the extent they constitute Holdings Guaranty and Pledge Agreement; provided that (i) the aggregate principal amount of Guarantees by reason under this Section 7.03(c) (other than Guarantees constituting Surety Bond Obligations) shall not exceed $80,000,000 at any time and (ii) such Indebtedness or other obligation of having been assigned Holdings guaranteed pursuant to this clause (iii) consists either of (x) purchase money indebtedness for the purchase or leasing of equipment used or to be used by the lessor to a lender to such lessor Company and its Restricted Subsidiaries or (provided that the obligors y) obligations of Holdings in respect of such Capitalized Lease Obligations do not increase their liability by reason surety bonds issued to support the business or operations of such assignment)the Company and its Restricted Subsidiaries; (d) Guarantees which would constitute Investments in effect on the Second Restatement Effective Date which are disclosed in Schedule 7.03, any replacements thereof in amounts not prohibited by Section 8.04 or which if incurred directly by exceeding such Guarantees and any additions thereto, provided the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01additions thereto do not exceed $15,000,000 outstanding in the aggregate; (e) Surety Bond Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business business; (f) all transactions with or for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs benefit of Affiliates that are allocated expressly permitted under the proviso in Section 7.07; (as among the Borrower and the Subsidiariesg) based on cost, usage or other reasonable method obligations in respect of allocation; provided that the undertaking Letters of such liabilities are not intended as a guaranty or other credit support of such obligationsCredit; and (fh) Obligations Guarantees of Indebtedness permitted under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)Section 7.01.

Contingent Liabilities. The Borrower Company will not, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described by the Company of Indebtedness or other obligations of any Subsidiary and by any Restricted Subsidiary of Indebtedness or other obligations of the Company or any other Subsidiary, provided that, during any period when the Total Debt Ratio is greater than 5.00 to 1.00, the aggregate amount of such Guarantees by the Company and its Restricted Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject to the limitations set forth in Schedule 8.02Section 7.05(a)(i) upon Investments represented by such Guarantees; (c) Capitalized Lease Obligations Guarantees by the Company and any Restricted Subsidiary of Indebtedness or other obligations of Holdings permitted pursuant to the extent they constitute Holdings Guaranty and Pledge Agreement; provided that (i) the aggregate principal amount of Guarantees by reason under this Section 7.03(c) (other than Guarantees constituting Surety Bond Obligations) shall not exceed $80,000,000 at any time and (ii) such Indebtedness or other obligation of having been assigned Holdings guaranteed pursuant to this clause (iii) consists either of (x) purchase money indebtedness for the purchase or leasing of equipment used or to be used by the lessor to a lender to such lessor Company and its Restricted Subsidiaries or (provided that the obligors y) obligations of Holdings in respect of such Capitalized Lease Obligations do not increase their liability by reason surety bonds issued to support the business or operations of such assignment)the Company and its Restricted Subsidiaries; (d) Guarantees which would constitute Investments in effect on the Restatement Effective Date which are disclosed in Schedule 7.03, any replacements thereof in amounts not prohibited by Section 8.04 or which if incurred directly by exceeding such Guarantees and any additions thereto, provided the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01additions thereto do not exceed $15,000,000 outstanding in the aggregate; (e) Surety Bond Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business business; (f) all transactions with or for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs benefit of Affiliates that are allocated expressly permitted under the proviso in Section 7.07; (as among the Borrower and the Subsidiariesg) based on cost, usage or other reasonable method obligations in respect of allocation; provided that the undertaking Letters of such liabilities are not intended as a guaranty or other credit support of such obligationsCredit; and (fh) Obligations Guarantees of Indebtedness permitted under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)Section 7.01.

Contingent Liabilities. The Borrower Company will not, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described by the Company of Indebtedness or other obligations of any Subsidiary and by any Restricted Subsidiary of Indebtedness or other obligations of the Company or any other Subsidiary, provided that, during any period when the Total Debt Ratio is greater than 5.00 to 1.00, the aggregate amount of such Guarantees by the Company and its Restricted Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject to the limitations set forth in Schedule 8.02Section 7.05(a)(i) upon Investments represented by such Guarantees; (c) Capitalized Lease Obligations Guarantees by the Company and any Restricted Subsidiary of Indebtedness or other obligations of Holdings permitted pursuant to the extent they constitute Holdings Guaranty and Pledge Agreement; provided that (i) the aggregate principal amount of Guarantees by reason under this Section 7.03(c) (other than Guarantees constituting Surety Bond Obligations) shall not exceed $80,000,000 at any time and (ii) such Indebtedness or other obligation of having been assigned Holdings guaranteed pursuant to this clause (c) consists either of (x) purchase money indebtedness for the purchase or leasing of equipment used or to be used by the lessor to a lender to such lessor Company and its Restricted Subsidiaries or (provided that the obligors y) obligations of Holdings in respect of such Capitalized Lease Obligations do not increase their liability by reason surety bonds issued to support the business or operations of such assignment)the Company and its Restricted Subsidiaries; (d) Guarantees which would constitute Investments in effect on the Restatement Effective Date which are disclosed in Schedule 7.03, any replacements thereof in amounts not prohibited by Section 8.04 or which if incurred directly by exceeding such Guarantees and any additions thereto, provided the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01additions thereto do not exceed $15,000,000 outstanding in the aggregate; (e) Surety Bond Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business business; (f) all transactions with or for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs benefit of Affiliates that are allocated expressly permitted under the proviso in Section 7.07; (as among the Borrower and the Subsidiariesg) based on cost, usage or other reasonable method obligations in respect of allocation; provided that the undertaking Letters of such liabilities are not intended as a guaranty or other credit support of such obligationsCredit; and (fh) Obligations Guarantees of Indebtedness permitted under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)Section 7.01.

Contingent Liabilities. The Borrower Loan Parties will not, nor and will it not permit any of its Subsidiaries Foreign Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described and letters of credit in effect on the date hereof which are disclosed in Schedule 8.029.01, and any replacements thereof in amounts not exceeding such Guarantees; (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor any Indebtedness permitted under Sections 9.01(a), (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignmentc), (d), (e), (g) and 3.03(c)(i); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or of any Restricted Subsidiary would constitute Indebtedness permitted under Section 9.01(b) (other than Indebtedness incurred by Section 8.01any Special Purpose Subsidiary); (e) Obligations under contracts providing for the acquisition obligations in respect of or provision Letters of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; andCredit; (f) Obligations under agreements any Construction Completion and Cost Overrun Guaranty delivered by the Borrower in connection with a Non-Core Energy Project; (g) Guarantees of obligations of Foreign Subsidiaries (including indemnities for surety and performance bonds) with respect to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds contracts entered into in the ordinary course of business of such Foreign Subsidiary; (h) any Non-Core Energy Project Guaranty delivered by the Borrower securing performance in connection with a Non-Core Energy Project, provided, however, that: (i) one or more of the Core Domestic Ameresco Companies or Non-Core Energy Subsidiaries shall control the operation and maintenance of the Non-Core Energy Project during the term of the renewable energy purchase or infrastructure agreement with respect to such Non-Core Energy Project; and (ii) in connection with the delivery of any Non-Core Energy Project Guaranty, the Borrower shall deliver to the Agent (A) prior to the delivery of such Non-Core Energy Project Guaranty, a certificate executed by the Chief Financial Officer of the Borrower certifying (based upon such Person consultation with the Borrower’s independent certified public accountants as the Borrower shall reasonably deem appropriate) that, in accordance with GAAP, such Non-Core Energy Project Guaranty will not result in the accrual of activities otherwise permissible hereundera liability upon the consolidated balance sheet of the Core Ameresco Companies for the fiscal period during which such Non-Core Energy Project Guaranty is delivered; (B) a copy of such Non-Core Energy Project Guaranty and all other documents related thereto; and (C) such other information or reports as the Agent may reasonably request with respect to such Non-Core Energy Project Guaranty; (i) Guarantees by the Borrower of the obligations of Ameresco Canada under the Design-Build Agreement and the Interface Agreement, provided, however, that the foregoing exceptions maximum liability of the Borrower under such Guarantees shall not permit any exceed the maximum aggregate liability of Ameresco Canada under the Design-Build Agreement, which is an amount equal to up to thirty-five percent (35%) of the contract price under the Design-Build Agreement, subject to certain exclusions listed in the Design-Build Agreement; (j) Obligations of Ameresco Canada or the Borrower under one or more letters of credit to secure a part of the obligations of Ameresco Canada under the Design-Build Agreement, provided that the aggregate of such obligations of the Borrower and Ameresco Canada under this paragraph (j) shall not exceed 10% of the contract price under the Design-Build Agreement, and provided, further, that the obligations of the Borrower under this paragraph (j) shall be a part of and not exceed the obligations of the Borrower under paragraph 3.03(c)(i) of this Section 9.03; and (k) Guarantees by the Borrower of the Indebtedness of any Person (other than any a Foreign Subsidiary that is a Non-Core Energy Subsidiary).

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV hereof; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The the Guarantees described in Schedule 8.027.13; (civ) Capitalized Guarantees by the Company or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement; (v) other Guarantees, including, but not limited to, without duplication, surety bonds, by the Company, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $200,000,000 at any time; (vi) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dvii) the Letters of Credit; (viii) any Guarantee by the Company of the obligations of any Unrestricted Subsidiary so long as (A) recourse to the Company thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries and to no other assets of the Company or the Restricted Subsidiaries and (B) neither the Company nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Company or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary or its Subsidiaries), to any acquisition or disposition of any assets of the Company or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Company or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (ix) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01;7.17 hereof; and (ex) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower Company or any of its Restricted Subsidiaries may be jointly and severally liable with other Subsidiaries of the Company as to which costs are allocated (as among the Borrower Company and the its Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (fxi) Obligations under agreements any Guarantee by the Company of any obligation to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of the extent such bonds in obligation can be satisfied (at the ordinary course of business option of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees Company) by the Borrower delivery of common stock of the Indebtedness of any Person (other than any Subsidiary).Parent Corp.

Contingent Liabilities. The Borrower will not, nor will it the Borrower permit any of its Subsidiaries to, directly or indirectly (including by means of causing a bank to open a letter of credit)to, guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be create or become contingently or be liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of to any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), Contingent Liability except: (a) Endorsements the Obligations; (b) those resulting from endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (bc) The Guarantees those existing on the Closing Date (including unsecured guarantees of the Senior Unsecured Notes delivered by Subsidiary Guarantors) and described in ITEM 7.2.8(c) of the Disclosure Schedule 8.02; (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment)and any refinancings, refundings, renewals or extensions thereof; (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by those arising under indemnity agreements to title insurers to cause such title insurers to issue to the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01Administrative Agent mortgagee title insurance policies; (e) Obligations those arising with respect to customary indemnification obligations incurred in connection with Asset Dispositions; (f) those incurred by the Borrower and its Subsidiaries 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 $3,500,000 in aggregate liability; (g) those incurred by any Person with respect to Indebtedness that such Person is permitted to incur pursuant to SECTION 7.2.2; (h) those incurred by the Borrower and its Subsidiaries with respect to the obligations or liabilities of the Borrower or other Subsidiaries (other than Xxxxxx Holding Co.), including any guaranty by the Borrower or any Subsidiary of rental payment obligations of the Mexican Subsidiary under contracts providing real property leases, so long as the aggregate amount of obligations and liabilities so guarantied under this clause shall not exceed $1,000,000 in any Fiscal Year; (i) those incurred by the Borrower or any of its Subsidiaries with respect to obligations or liabilities of employees in the ordinary course of business not to exceed $1,000,000 (minus the aggregate amount of Investments made in accordance with CLAUSE (e) of SECTION 7.2.5) for the acquisition Borrower and its Subsidiaries in the aggregate at any time outstanding; (j) guaranties permitted by CLAUSE (p) of or provision SECTION 7.2.5; (k) unsecured (unless a Lien is granted in favor of goods or services (including leases or licenses of propertyScotia Capital) Contingent Liabilities incurred in the ordinary course of business and not for which speculative purposes to fix or hedge foreign currency risk or commodity risk in connection with the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method purchase of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligationsGold; and (fl) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters any other Contingent Liabilities (other than Contingent Liabilities in favor of credit issued in lieu of such bonds in the ordinary course of business Xxxxxx Holding Co.) of the Borrower securing performance and its Subsidiaries not expressly permitted by CLAUSES (a) through (k) above, so long as any such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall other Contingent Liabilities do not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)exceed $1,000,000.

Contingent Liabilities. The Borrower Company will not, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described by the Company of Indebtedness or other obligations of any Subsidiary and by any Restricted Subsidiary of Indebtedness or other obligations of the Company or any other Subsidiary, provided that, during any period when the Total Holdings Debt Ratio is greater than 5.00 to 1.00, the aggregate amount of such Guarantees by the Company and its Restricted Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject to the limitations set forth in Schedule 8.02Section 7.05(a)(i) upon Investments represented by such Guarantees; (c) Capitalized Lease Obligations Guarantees by the Company and any Restricted Subsidiary of Indebtedness or other obligations of Holdings permitted pursuant to the extent they constitute Holdings Guaranty and Pledge Agreement; provided that (i) the aggregate principal amount of Guarantees by reason under this Section 7.03(c) (other than Guarantees constituting Surety Bond Obligations) shall not exceed $80,000,000 at any time and (ii) such Indebtedness or other obligation of having been assigned Holdings guaranteed pursuant to this clause (iii) consists either of (x) purchase money indebtedness for the purchase or leasing of equipment used or to be used by the lessor to a lender to such lessor Company and its Restricted Subsidiaries or (provided that the obligors y) obligations of Holdings in respect of such Capitalized Lease Obligations do not increase their liability by reason surety bonds issued to support the business or operations of such assignment)the Company and its Restricted Subsidiaries; (d) Guarantees which would constitute Investments in effect on the Effective Date which are disclosed in Schedule 7.03, any replacements thereof in amounts not prohibited by Section 8.04 or which if incurred directly by exceeding such Guarantees and any additions thereto, provided the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01additions thereto do not exceed $15,000,000 outstanding in the aggregate; (e) Surety Bond Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business business; (f) all transactions with or for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs benefit of Affiliates that are allocated expressly permitted under the proviso in Section 7.07; (as among the Borrower and the Subsidiariesg) based on cost, usage or other reasonable method obligations in respect of allocation; provided that the undertaking Letters of such liabilities are not intended as a guaranty or other credit support of such obligationsCredit; and (fh) Obligations Guarantees of Indebtedness permitted under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)Section 7.01.

Contingent Liabilities. The Borrower None of the Loan Parties will, or will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The Guarantees described (A) by the Borrower or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in Schedule 8.02the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement, (B) by a wholly owned Restricted Subsidiary that is not a Loan Party in favor of another wholly owned Restricted Subsidiary that is not a Loan Party and (C) by a wholly owned Foreign Restricted Subsidiary in favor of a non-wholly ownedanother Foreign Subsidiary or a foreign joint venture (together with all other Investments in and Guarantees in respect of such entities by wholly owned Foreign Restricted Subsidiaries permitted by this clause (iii)(C), Section 7.15(v)(D) and Section 7.18(xii)(B)) in an aggregate principal amount not to exceed at any time outstanding $200,000,000; (civ) Capitalized obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (v) Guarantees by the Company and the Restricted Subsidiaries (A) in support of leases and other obligations of third parties entered into in connection with production and production-related arrangements or arrangements for the compensation of talent through third-party intermediaries, (B) for purposes of securing for the Company and its Subsidiaries and joint ventures (1) programming or transponder rights, (2) Affiliation Agreements, (3) advertising representation agreements, marketing and service arrangements, and (4) real estate leases, and extensions, replacements and modifications of the foregoing, (C) of indemnification obligations of the Company and its Subsidiaries and joint ventures (provided, that to the extent any such indemnification obligations are in respect of Indebtedness, such Guarantee shall be permitted to be incurred pursuant to Section 7.15 (other than clause (iv) thereof)), and (D) made in the ordinary course of business of obligations that do not constitute Indebtedness; (vi) Guarantees of obligations incurred under credit cards issued to the Company, its Restricted Subsidiaries or their respective employees; (vii) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (viii) unsecured Guarantees by Loan Parties of the Borrower’s obligations in respect of (a) any Permitted Debt, (b) Indebtedness issued and outstanding under the Senior Notes Indenture, and (c) any Permitted Refinancing Indebtedness in respect of any such Indebtedness under clause (a) or (b), and (d) until February 26, 2021, Indebtedness issued and outstanding under the Senior Notes Indenture (2012); (ix) Letters of Credit; (x) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations of any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Loan Party, so long as (A) recourse to the Borrower or such Restricted Subsidiary thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries and to no other assets of the Borrower or the other Loan Parties and (B) neither the Borrower nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Borrower or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries), to any acquisition or disposition of any assets of the Borrower or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Borrower or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (xi) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, Restricted Subsidiary that is not a Loan Party, or joint venture; provided that the aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries and joint ventures made pursuant to Section 7.18(xii), does not exceed $300,000,000 at any time outstanding; (xii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.18; (exiii) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases Leases or licenses of property) incurred in the ordinary course of business for which the Borrower or any of its Restricted Subsidiaries may be jointly and severally liable with Subsidiaries Affiliates of the Borrower as to which costs are allocated (as among the Borrower and the Subsidiariesits Affiliates) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fxiv) Obligations under agreements any Guarantee by the Borrower or a Restricted Subsidiary of any obligation to indemnify Persons who have issued bid the extent such obligation can be entirely satisfied (at the option of the Borrower or performance bonds or letters such Restricted Subsidiary) by the delivery of credit issued Equity Interests in lieu the Company, if the Company agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such bonds Equity Interests; (xv) Guarantees incurred in connection with a Monetization Transaction; (xvi) Guarantees of Leases of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business business; (xvii) any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower securing performance or any Restricted Subsidiary which Indebtedness is permitted to be incurred under Section 7.15; (xviii) Guarantees of obligations or Indebtedness of Foreign Subsidiaries permitted by such Person Section 7.15(xviii); (xix) any Guarantee by the Company or a Restricted Subsidiary of activities otherwise permissible hereunderthe obligation of a Subsidiary to purchase an interest not owned by the Company or its Subsidiaries in the business of BBC America, including through New Video Channel America, L.L.C. and its successors and assigns; and (xx) Guarantees by the Company and the Restricted Subsidiaries under financial support letters requested by auditors for the benefit of one or more Unrestricted Subsidiaries or joint ventures of the Company or any of its Subsidiaries; provided, howeverthat (I) such letter is requested by such auditor for the purpose of providing an opinion without a “going concern” or like qualification commentary or exception and is not for the benefit or use by any Person other than such Unrestricted Subsidiaries or joint ventures and (II) such Guarantee is otherwise permitted by clauses (xi), that (xii) or (xxii) of this Section 7.16 at the time of issuance of such Guarantee. For purposes of determining compliance with the foregoing exceptions sub-clause (II), the amount of any such Guarantee shall not permit any be the amount determined by the Company in good faith that, in the light of all the facts and circumstances (xxi) Guarantees by the Borrower Company and the Restricted Subsidiaries of obligations of the Indebtedness Company and its Subsidiaries and joint ventures arising under purchase or other acquisition agreements in respect of acquisitions or other Investments not prohibited by Section 7.18; provided, that such Guarantee is otherwise permitted by another clause of this Section 7.16 at the time of issuance of such Guarantee. For purposes of determining compliance with this clause (xxi), the amount of any Person (such Guarantee shall be the amount determined by the Company in good faith that, in the light of all the facts and circumstances existing on the date such purchase or other than any Subsidiary).acquisition agreement is entered into, represents the amount of underlying obligations reasonably expected by the Company to be paid thereunder; and

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries tothe Guarantors will, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “"Guarantees”, and each individually a “Guarantee” "), except: (ai) Endorsements endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (bii) The the Guarantees described in Schedule 8.029.11; (ciii) Capitalized (A) Guarantees by the Company or one or more of its Subsidiaries of Indebtedness of, and other obligations (incurred in the ordinary course of business) of, the Company or any of the Guarantors and (B) Guarantees by a New York/New Jersey Company of Indebtedness of, and other obligations (incurred in the ordinary course of business) of another New York/New Jersey Company, but only if, in the case of clauses (A) and (B) of this clause (iii), such Indebtedness or other obligations are permitted by the Agreement; (iv) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dv) surety bonds in an aggregate amount at any one time not to exceed $12,500,000; (vi) Guarantees of Indebtedness which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly 9.15 (other than by reason of subsection (iii) thereof); (vii) the Guarantees in Article VI hereof and in Article VI of the New York/New Jersey Agreement; and (viii) other Guarantees by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for of the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on costGuarantors, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business outstanding aggregate amount of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall obligations guaranteed does not permit exceed $7,500,000 at any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)time.

Contingent Liabilities. The Borrower will Company shall not, nor will it and shall not permit any of its Restricted Subsidiaries to, directly or indirectly (including by means of causing a bank to open a letter of credit)endorse, guarantee, endorse, contingently agree to purchase or to furnish provide funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect toupon, the Indebtedness, other obligations, net worth, working capital or earnings any obligation of any other Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements a. by the endorsement of negotiable instruments for deposit or collection (or similar transactions) in the ordinary course of business; (b) The Guarantees described in Schedule 8.02b. for guarantees of the obligations of Company to the Lenders or any Rate Protection Provider and for other Contingent Obligations for the benefit of the Lenders or any Rate Protection Provider; (c) Capitalized Lease c. Contingent Obligations to existing on the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment)Amendment No. 2 Effective Date and described on Schedule 6.13; (d) Guarantees which d. contingent liabilities incurred after the Effective Date in connection with Permitted Permanent Loans so long as such contingent liabilities comply with the conditions set forth in the definition of Permitted Permanent Loan; e. guaranties of obligations that would otherwise constitute Investments which are not prohibited by permitted Indebtedness under Section 8.04 or which if incurred directly 6.11; and f. guaranty by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations of the obligations of any Restricted Subsidiary as the lessee under contracts providing for the acquisition of ground leases, sale leaseback leases, or provision of goods other real estate leases covering any real estate that Company or services (including leases any Restricted Subsidiary intends to use, operate, or licenses of property) incurred develop, either wholly or in substantial part, as a Club or, with respect to any Non-Club Building, otherwise in the ordinary course of business for which the Borrower may be jointly and severally liable with businesses engaged in by Company or its Restricted Subsidiaries as to which costs are allocated (as among on the Borrower and the Subsidiaries) based on cost, usage Effective Date or other businesses that are similar, ancillary, or complementary lines of business, or are reasonable method of allocation; provided that the undertaking extensions of such liabilities are not intended as a business (including, without limitation, the lease guaranties existing on the Amendment No. 2 Effective Date and described in Schedule 6.13) so long as: (i) the applicable Related Agreements evidencing any lease guaranty issued after the Effective Date shall not: (1) impose any greater liability on Company than the obligations of the tenant under the relevant lease; (2)(a) cross-default to any other Indebtedness of Company or any other Restricted Subsidiary; and/or (b) violate Section 6.6; and/or (c) require Company to waive its rights of contribution, subrogation, or other credit support similar rights to succeed to the relevant lender’s rights against the applicable Subsidiary or its assets upon Company’s payment and performance in full of its obligations under such obligationsRelated Agreements; and (ii) in the case of a ground lease, such ground lease contains Lease Securitization Provisions (any guaranty described in this clause (f) Obligations shall cause any automatic amendment of this Agreement that applies under agreements the “most favored lender” provision in Section 5.20). Notwithstanding the foregoing or anything to indemnify Persons who have issued bid the contrary set forth herein, the Company and each Restricted Subsidiary shall be entitled to guaranty lease obligations (other than Capitalized Lease Obligations) or performance bonds other obligations of the Company or letters of credit issued in lieu of any Restricted Subsidiary that do not constitute Indebtedness, so long as each such bonds guaranty is entered into in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)business.

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV hereof; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The the Guarantees described in Schedule 8.027.15; (civ) Guarantees by the Company or one or more of the Guarantors of Indebtedness of the Company or another Guarantor, but only if such Indebtedness is permitted by this Credit Agreement; (v) other Guarantees, including, but not limited to, without duplication, surety bonds, by the Company, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $15,000,000 at any time; (vi) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (dvii) the Letters of Credit; (viii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 7.17 hereof or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.14(i), (iii), (iv), (v), (vii), (viii) or (ix) of this Credit Agreement; (eix) Obligations obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower Company or any of its Restricted Subsidiaries may be jointly and severally liable with other Subsidiaries of the Company as to which costs are allocated (as among the Borrower Company and the its Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (fx) Obligations under agreements any Guarantee by the Company of any obligation to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of the extent such bonds in obligation can be satisfied (at the ordinary course of business option of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees Company) by the Borrower delivery of common stock of the Indebtedness of any Person (other than any Subsidiary)Parent.

Contingent Liabilities. The Borrower None of the Loan Parties will, or will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV and Guarantees by each of the Guarantors of Incremental Equivalent Debt; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The Guarantees described (A) by the Borrower or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in Schedule 8.02the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement, (B) by a wholly owned Restricted Subsidiary that is not a Loan Party in favor of another wholly owned Restricted Subsidiary that is not a Loan Party and (C) by a Foreign Restricted Subsidiary in favor of another Foreign 139 Subsidiary or a foreign joint venture (together with all other Investments in and Guarantees in respect of such entities by Foreign Restricted Subsidiaries permitted by this clause (iii)(C), Section 7.15(v)(D) and Section 7.18(xii)(B)) in an aggregate principal amount not to exceed at any time outstanding $200,000,000; (civ) Capitalized obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (v) Guarantees by the Company and the Restricted Subsidiaries (A) in support of leases and other obligations of third parties entered into in connection with production and production-related arrangements or arrangements for the compensation of talent through third-party intermediaries, (B) for purposes of securing for the Company and its Subsidiaries and joint ventures (1) programming or transponder rights, (2) Affiliation Agreements, (3) advertising representation agreements, marketing and service arrangements, and (4) real estate leases, and extensions, replacements and modifications of the foregoing, (C) of indemnification obligations of the Company and its Subsidiaries and joint ventures (provided, that to the extent any such indemnification obligations are in respect of Indebtedness, such Guarantee shall be permitted to be incurred pursuant to Section 7.15 (other than clause (iv) thereof)), and (D) made in the ordinary course of business of obligations that do not constitute Indebtedness; (vi) Guarantees of obligations incurred under credit cards issued to the Company, its Restricted Subsidiaries or their respective employees; (vii) CapitalFinance Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized CapitalFinance Lease Obligations do not increase their liability by reason of such assignment); (dviii) unsecured Guarantees by Loan Parties of the Borrower’s obligations in respect of (a) any Permitted Debt, (b) Indebtedness issued and outstanding under the Senior Notes Indenture and (c) any Permitted Refinancing Indebtedness in respect of any such Indebtedness under clause (a) or (b); (ix) Letters of Credit; (x) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations of any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Loan Party, so long as (A) recourse to the Borrower or such Restricted Subsidiary thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries and to no other assets of the Borrower or the other Loan Parties and (B) neither the Borrower nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of 140 the Borrower or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries), to any acquisition or disposition of any assets of the Borrower or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Borrower or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (xi) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, Restricted Subsidiary that is not a Loan Party, or joint venture; provided that the aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries and joint ventures made pursuant to Section 7.18(xii), does not exceed $300,000,000200,000,000 at any time outstanding; (xii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.18; (exiii) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases Leases or licenses of property) incurred in the ordinary course of business for which the Borrower or any of its Restricted Subsidiaries may be jointly and severally liable with Subsidiaries Affiliates of the Borrower as to which costs are allocated (as among the Borrower and the Subsidiariesits Affiliates) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fxiv) Obligations under agreements any Guarantee by the Borrower or a Restricted Subsidiary of any obligation to indemnify Persons who have issued bid the extent such obligation can be entirely satisfied (at the option of the Borrower or performance bonds or letters such Restricted Subsidiary) by the delivery of credit issued Equity Interests in lieu the Company, if the Company agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such bonds Equity Interests; (xv) Guarantees incurred in connection with a Monetization Transaction; (xvi) Guarantees of Leases of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business business; (xvii) any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower securing performance or any Restricted Subsidiary which Indebtedness is permitted to be incurred under Section 7.15; (xviii) Guarantees of obligations or Indebtedness of Foreign Subsidiaries permitted by such Person Section 7.15(xviii); 141 (xix) any Guarantee by the Company or a Restricted Subsidiary of activities otherwise permissible hereunderthe obligation of a Subsidiary to purchase an interest not owned by the Company or its Subsidiaries in the business of BBC America, including through New Video Channel America, L.L.C. and its successors and assigns; (xx) Guarantees by the Company and the Restricted Subsidiaries under financial support letters requested by auditors for the benefit of one or more Unrestricted Subsidiaries or joint ventures of the Company or any of its Subsidiaries; provided, howeverthat (I) such letter is requested by such auditor for the purpose of providing an opinion without a “going concern” or like qualification commentary or exception and is not for the benefit or use by any Person other than such Unrestricted Subsidiaries or joint ventures and (II) such Guarantee is otherwise permitted by clauses (xi), that (xii) or (xxii) of this Section 7.16 at the time of issuance of such Guarantee. For purposes of determining compliance with the foregoing exceptions sub-clause (II), the amount of any such Guarantee shall not permit any be the amount determined by the Company in good faith that, in the light of all the facts and circumstances existing on the date such financial support letter is delivered to the auditor, represents the amount of underlying obligations reasonably expected by the Company during the term of such financial support letter (irrespective of whether such contingent liabilities meet the criteria for accrual under Accounting Standards Codification 450), taking into account the projected business operations of the beneficiary of such financial support letter during the term thereof; (xxi) Guarantees by the Borrower Company and the Restricted Subsidiaries of obligations of the Indebtedness Company and its Subsidiaries and joint ventures arising under purchase or other acquisition agreements in respect of acquisitions or other Investments not prohibited by Section 7.18; provided, that such Guarantee is otherwise permitted by another clause of this Section 7.16 at the time of issuance of such Guarantee. For purposes of determining compliance with this clause (xxi), the amount of any Person such Guarantee shall be the amount determined by the Company in good faith that, in the light of all the facts and circumstances existing on the date such purchase or other acquisition agreement is entered into, represents the amount of underlying obligations reasonably expected by the Company to be paid thereunder; (xxii) obligations constituting Standard Undertakings in connection with a Qualified Receivables Facility; and (xxiii) other than Guarantees, including, but not limited to, without duplication, surety bonds, by the Borrower and its Restricted Subsidiaries; provided that the aggregate amount of the obligations guaranteed does not exceed $350,000,000 at any Subsidiary).one time outstanding. Notwithstanding any other provision of this Section 7.16, the maximum amount of Indebtedness that may be incurred pursuant to this Section 7.16 shall not be deemed to be exceeded with respect to any outstanding Guarantees due solely to the result of fluctuations in the exchange rates of currencies or changes in GAAP. 142

Contingent Liabilities. The Borrower will Company shall not, nor will it and shall not permit any of its Restricted Subsidiaries to, directly or indirectly : (including by means of causing a bank to open a letter of credit)a) endorse, guarantee, endorse, contingently agree to purchase or to furnish provide funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect toupon, the Indebtedness, other obligations, net worth, working capital or earnings any obligation of any other Person, or guarantee except: (i) by the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsement of negotiable instruments for deposit or collection (or similar transactions) in the ordinary course of business; ; (ii) for guarantees of the obligations of Company to the Lenders or any Rate Protection Provider and for other Contingent Obligations for the benefit of the Lenders or any Rate Protection Provider; (iii) Contingent Obligations existing on the Effective Date and described on Schedule 6.13; (iv) contingent liabilities incurred after the Effective Date in connection with Permitted Permanent Loans so long as such contingent liabilities comply with the conditions set forth in the definition of Permitted Permanent Loan; (v) guaranties of obligations that would otherwise constitute permitted Indebtedness under Section 6.11; and (vi) Company’s guaranty of the obligations of any Real Estate Subsidiary as the lessee under ground leases or other real estate leases covering any Real Estate on which Company intends to develop and operate a Club and related businesses (including, without limitation, the lease guaranties existing on the Effective Date and described in Schedule 6.13) so long as: (A) the applicable Related Agreements evidencing any lease guaranty issued after the Effective Date shall not: (1) impose any materially greater liability on Company than that incurred by Company pursuant to the LTF CMBS I Related Agreements; (2)(a) cross-default to any other Indebtedness of Company or any other Subsidiary; and/or (b) The Guarantees described in Schedule 8.02; violate Section 6.6; and/or (c) Capitalized Lease Obligations require Company to waive its rights of contribution, subrogation or other similar rights to succeed to the extent they constitute Guarantees relevant lender’s rights against the borrowing Encumbered Real Estate Subsidiary or its assets upon Company’s payment and performance in full of its obligations under such Related Agreements; and (B) in the case of a ground lease, such ground lease contains the material provisions that are routinely required by reason rating agencies in connection with rating a Securitized commercial loan that is secured by a leasehold mortgage (any guaranty described in this clause (a)(vi) shall cause any automatic amendment of having been assigned this Agreement that applies under the “most favored lender” provision in Section 5.20); or (b) agree to maintain the net worth or working capital of, or provide funds to satisfy any other financial test applicable to, any other Person; or (c) enter into or be a party to any contract for the purchase or lease of materials, supplies or other property or services if such contract requires that payment be made by the lessor to a lender to such lessor (provided that the obligors in respect it regardless of whether or not delivery is ever made of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on costmaterials, usage supplies or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty property or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)services.

Contingent Liabilities. The Borrower None of the Loan Parties will, or will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The Guarantees described (A) by the Borrower or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in Schedule 8.02the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement, (B) by a wholly owned Restricted Subsidiary that is not a Loan Party in favor of another wholly owned Restricted Subsidiary that is not a Loan Party and (C) by a wholly owned Foreign Restricted Subsidiary in favor of a non-wholly owned Foreign Subsidiary or a foreign joint venture (together with all other Investments in and Guarantees in respect of such entities by wholly owned Foreign Restricted Subsidiaries permitted by this clause (iii)(C), Section 7.15(v)(D) and Section 7.18(xii)(B)) in an aggregate principal amount not to exceed at any time outstanding $200,000,000; (civ) Capitalized obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (v) Guarantees by the Company and the Restricted Subsidiaries (A) in support of leases and other obligations of third parties entered into in connection with production and production-related arrangements or arrangements for the compensation of talent through third-party intermediaries, (B) for purposes of securing for the Company and its Subsidiaries and joint ventures (1) programming or transponder rights, (2) Affiliation Agreements, (3) advertising representation agreements, marketing and service arrangements, and (4) real estate leases, and extensions, replacements and modifications of the foregoing, (C) of indemnification obligations of the Company and its Subsidiaries and joint ventures (provided, that to the extent any such indemnification obligations are in respect of Indebtedness, such Guarantee shall be permitted to be incurred pursuant to Section 7.15 (other than clause (iv) thereof)), and (D) made in the ordinary course of business of obligations that do not constitute Indebtedness; (vi) Guarantees of obligations incurred under credit cards issued to the Company, its Restricted Subsidiaries or their respective employees; (vii) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dviii) unsecured Guarantees by Loan Parties of the Borrower’s obligations in respect of (a) any Permitted Debt, (b) Indebtedness issued and outstanding under the Senior Notes Indenture, and (c) any Permitted Refinancing Indebtedness in respect of any such Indebtedness under clause (a) or (b); (ix) Letters of Credit; (x) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations of any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Loan Party, so long as (A) recourse to the Borrower or such Restricted Subsidiary thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries and to no other assets of the Borrower or the other Loan Parties and (B) neither the Borrower nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Borrower or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries), to any acquisition or disposition of any assets of the Borrower or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Borrower or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (xi) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, Restricted Subsidiary that is not a Loan Party, or joint venture; provided that the aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries and joint ventures made pursuant to Section 7.18(xii), does not exceed $300,000,000 at any time outstanding; (xii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.18; (exiii) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases Leases or licenses of property) incurred in the ordinary course of business for which the Borrower or any of its Restricted Subsidiaries may be jointly and severally liable with Subsidiaries Affiliates of the Borrower as to which costs are allocated (as among the Borrower and the Subsidiariesits Affiliates) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fxiv) Obligations under agreements any Guarantee by the Borrower or a Restricted Subsidiary of any obligation to indemnify Persons who have issued bid the extent such obligation can be entirely satisfied (at the option of the Borrower or performance bonds or letters such Restricted Subsidiary) by the delivery of credit issued Equity Interests in lieu the Company, if the Company agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such bonds Equity Interests; (xv) Guarantees incurred in connection with a Monetization Transaction; (xvi) Guarantees of Leases of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business business; (xvii) any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower securing performance or any Restricted Subsidiary which Indebtedness is permitted to be incurred under Section 7.15; (xviii) Guarantees of obligations or Indebtedness of Foreign Subsidiaries permitted by such Person Section 7.15(xviii); (xix) any Guarantee by the Company or a Restricted Subsidiary of activities otherwise permissible hereunderthe obligation of a Subsidiary to purchase an interest not owned by the Company or its Subsidiaries in the business of BBC America, including through New Video Channel America, L.L.C. and its successors and assigns; providedand (xx) other Guarantees, howeverincluding, that the foregoing exceptions shall but not permit any Guarantees limited to, without duplication, surety bonds, by the Borrower and its Restricted Subsidiaries; provided that the aggregate amount of the obligations guaranteed does not exceed $250,000,000 at any one time outstanding. Notwithstanding any other provision of this Section 7.16, the maximum amount of Indebtedness that may be incurred pursuant to this Section 7.16 shall not be deemed to be exceeded with respect to any outstanding Guarantees due solely to the result of any Person (other than any Subsidiary)fluctuations in the exchange rates of currencies or changes in GAAP.

Contingent Liabilities. The Borrower Company will not, nor and will it not permit any of its the Subsidiaries to, directly or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be create or become contingently liable upon or with respect toto any Contingent Obligations, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: except (a) Endorsements by indorsement of negotiable instruments for deposit or collection in the ordinary course of business; ; (b) The Guarantees described the guaranty of Letters of Credit issued in Schedule 8.02; connection with Approved Joint Ventures, (c) Capitalized Lease Obligations up to the maximum aggregate stated amount of $15,000,000 in guaranteed obligations outstanding at any time in connection with (i) Non-Facility Contingent Obligations, (ii) Indebtedness incurred by Approved Joint Ventures to sellers of real property and (iii) Indebtedness incurred by a Qualified Joint Venture to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to greater of the Company's or its Subsidiary's percentage of ownership (A) in such lessor joint venture or (provided B) that would be applicable under the obligors in respect applicable Constituent Document for such joint venture upon the breach of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); the other joint venture partner or partners; (d) Guarantees the guaranty of any Indebtedness of the Company or any Subsidiary that is permitted to be incurred under Section 8.5 above; (e) contingent liability of the Company or any Subsidiary as a partner or joint venture partner in connection with joint ventures or partnerships; (f) the guaranty of any other Indebtedness not to exceed the sum of $100,000 in the aggregate outstanding at any time; (g) obligations, warranties and indemnities not relating to Indebtedness, which would constitute Investments which have been or are not prohibited by Section 8.04 undertaken or which if incurred directly made in the ordinary course of business or in connection with the issuance of Indebtedness or securities; and (h) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary).

Contingent Liabilities. The Borrower None of the Loan Parties will, or will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The Guarantees described by the Borrower or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in Schedule 8.02the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement; (iv) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (v) Guarantees of the Borrower and the Restricted Subsidiaries issued for the purpose of securing (a) production and product related arrangements, or (b) arrangements for the compensation of talent through third-party intermediaries; (vi) the Guarantees described on Schedule 7.16 (as such schedule may be amended by the Borrower from time to time), undertaken in the ordinary course of business of the Borrower and the Restricted Subsidiaries, including, without limitation, Guarantees issued for purposes of securing (a) programming or transponder rights, (b) Affiliation Agreements, (c) Capitalized advertising representation agreements, marketing and service arrangements, (d) real estate leases, and extensions, replacements and modifications of the foregoing, provided that the aggregate amount of all such Guarantees under this Section 7.16(vi) at any time outstanding does not exceed $75,000,000; (vii) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dviii) unsecured Guarantees by Loan Parties of the Borrower’s obligations in respect of (a) any Permitted Debt and (b) Indebtedness issued and outstanding under the Senior Notes Documents on the Closing Date, and any Permitted Refinancing Indebtedness in respect thereof; (ix) Letters of Credit; (x) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations of any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Loan Party, so long as (A) recourse to the Borrower or such Restricted Subsidiary thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries and to no other assets of the Borrower or the other Loan Parties and (B) neither the Borrower nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Borrower or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries), to any acquisition or disposition of any assets of the Borrower or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Borrower or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (xi) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, Restricted Subsidiary that is not a Loan Party, or joint venture; provided that the aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries and joint ventures made pursuant to Section 7.18(xii), does not exceed $100,000,000 at any time outstanding; (xii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.18; (exiii) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases Leases or licenses of property) incurred in the ordinary course of business for which the Borrower or any of its Restricted Subsidiaries may be jointly and severally liable with Subsidiaries Affiliates of the Borrower as to which costs are allocated (as among the Borrower and the Subsidiariesits Affiliates) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fxiv) Obligations under agreements any Guarantee by the Borrower or a Restricted Subsidiary of any obligation to indemnify Persons who have issued bid the extent such obligation can be entirely satisfied (at the option of the Borrower or performance bonds or letters such Restricted Subsidiary) by the delivery of credit issued Equity Interests in lieu the Borrower, if the Borrower agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such bonds Equity Interests; (xv) Guarantees incurred in connection with a Monetization Transaction; (xvi) Guarantees of Leases of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business business; (xvii) any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower securing performance or any Restricted Subsidiary which Indebtedness is permitted to be incurred under Section 7.15; and (xviii) other Guarantees, including, but not limited to, without duplication, surety bonds, by such Person the Borrower and its Restricted Subsidiaries; provided that the aggregate amount of activities otherwise permissible hereunderthe obligations guaranteed does not exceed $100,000,000 at any one time outstanding; provided, howeverthat, that other than as permitted under clauses (x)-(xii) of this Section 7.16, no Loan Party shall Guarantee the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness obligations of any Person (other than any Subsidiary)Restricted Subsidiary that is not a Loan Party.

Contingent Liabilities. The Neither the Borrower will not, nor will it permit any of its Subsidiaries toshall create, directly incur, assume, guarantee or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently remain liable upon or with respect toto any Guaranties, EXCEPT the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), exceptfollowing: (a) Endorsements Guaranties in favor of any of the Creditor Parties or any of their affiliates under this Agreement or any of the other Loan Documents. (b) Guaranties existing on or as of the date of this Agreement and disclosed on SCHEDULE 6.2. (c) Guaranties resulting from the endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (b) The Guarantees described in Schedule 8.02; (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment);. (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) Guaranties with respect to surety, appeal, performance and return-of-money and other similar obligations incurred in the ordinary course of business (exclusive of obligations for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among payment of Borrowed Funds Indebtedness) not exceeding in the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; andaggregate at any time $500,000. (fe) Obligations under agreements Guaranties of normal trade debt relating to indemnify Persons who have issued bid or performance bonds or letters the acquisition of credit issued in lieu of such bonds goods and supplies in the ordinary course of business business. (f) Guaranties executed by the Borrower with respect to obligations (exclusive of obligations for the payment of Borrowed Funds Indebtedness) of any of the Borrower securing performance by such Person of activities otherwise permissible hereunderBorrower's Subsidiaries; providedPROVIDED, howeverHOWEVEr, that the foregoing exceptions creation, incurrence or assumption of any of such obligations by any of the Borrower's Subsidiaries shall not permit be prohibited by SECTION 6.1 or by any Guarantees of the other provisions of this Agreement. (g) Guaranties executed by the Borrower in connection with Permitted Non-Theatre Investments; PROVIDED, HOWEVER, that (i) for purposes of SECTION 6.8(c), the aggregate amount of all of the Indebtedness obligations so guaranteed shall be included (without duplication) in determining the aggregate amount of Permitted Non-Theatre Investments that may be made by the Borrower, by GCCI and by the Subsidiaries of GCCI in compliance with such SECTION 6.8(c), and (ii) at the time of making any Person (other than any Subsidiary)such Guaranty and after giving effect thereto, no Default shall be continuing and no Default shall result therefrom.

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “"Guarantees”, and each individually a “Guarantee” "), except: (ai) Endorsements the Guarantees in Article VI hereof; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The the Guarantees described in Schedule 8.029.12; (civ) Capitalized Guarantees by the Company or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Agreement; (v) other Guarantees by the Company, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $30,000,000 at any time; (vi) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dvii) the Syndicated Letters of Credit or Bank Letters of Credit, provided that Syndicated Letters of Credit or Bank Letters of Credit which constitute Investments shall be subject to the limits specified in Section 9.16 hereof; (viii) surety bonds in an aggregate amount at any one time not to exceed $50,000,000; (ix) any Guarantee by the Company of the obligations of any Unrestricted Subsidiary so long as (A) recourse to the Company thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries and to no other assets of the Company or the Restricted Subsidiaries and (B) neither the Company nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Company or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary or its Subsidiaries), to any acquisition or disposition of any assets of the Company or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries) or to any modification or supplement of this Agreement or any agreement entered into by the Company or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Agreement; and (x) Guarantees which (A) would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person 9.16 hereof (other than any Subsidiary)by reason of subsection (iv) thereof) or (B) would constitute Investments but for the provision of clause (A) of the final paragraph of Section 9.16 hereof.

Contingent Liabilities. The Borrower None of the Loan Parties will, or will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The Guarantees described (A) by the Borrower or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in Schedule 8.02the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement, (B) by a wholly owned Restricted Subsidiary that is not a Loan Party in favor of another wholly owned Restricted Subsidiary that is not a Loan Party and (C) by a wholly owned Foreign Subsidiary in favor of a non-wholly owned Foreign Subsidiary or a foreign joint venture (together with all other Investments in and Guarantees in respect of such entities by wholly owned Foreign Subsidiaries permitted by this clause (iii)(C), Section 7.15(v)(E) and Section 7.18(xii)(D)) in an aggregate principal amount not to exceed at any time outstanding $75,000,000; (iv) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; 105 (v) Guarantees of the Borrower and the Restricted Subsidiaries issued for the purpose of securing (a) production and product related arrangements, or (b) arrangements for the compensation of talent through third‑party intermediaries; (vi) the Guarantees described on Schedule 7.16 (as such schedule may be amended by the Company from time to time), undertaken in the ordinary course of business of the Company and the Restricted Subsidiaries, including, without limitation, Guarantees issued for purposes of securing (a) programming or transponder rights, (b) Affiliation Agreements, (c) Capitalized advertising representation agreements, marketing and service arrangements, (d) real estate leases, and extensions, replacements and modifications of the foregoing, provided that the aggregate amount of all such Guarantees under this Section 7.16(vi) at any time outstanding does not exceed $75,000,000; (vii) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dviii) unsecured Guarantees by Loan Parties of the Borrower’s obligations in respect of (a) any Permitted Debt and (b) Indebtedness issued and outstanding under the Senior Notes Indenture on June 30, 2011, and any Permitted Refinancing Indebtedness in respect thereof; (ix) Letters of Credit; (x) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations of any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Loan Party, so long as (A) recourse to the Borrower or such Restricted Subsidiary thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries and to no other assets of the Borrower or the other Loan Parties and (B) neither the Borrower nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Borrower or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries), to any acquisition or disposition of any assets of the Borrower or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Borrower or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (xi) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, Restricted Subsidiary that is not a Loan Party, or joint venture; provided that the aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries and joint ventures made pursuant to Section 7.18(xii), does not exceed $100,000,000 at any time outstanding; 106 (xii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.18; (exiii) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases Leases or licenses of property) incurred in the ordinary course of business for which the Borrower or any of its Restricted Subsidiaries may be jointly and severally liable with Subsidiaries Affiliates of the Borrower as to which costs are allocated (as among the Borrower and the Subsidiariesits Affiliates) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fxiv) Obligations under agreements any Guarantee by the Borrower or a Restricted Subsidiary of any obligation to indemnify Persons who have issued bid the extent such obligation can be entirely satisfied (at the option of the Borrower or performance bonds or letters such Restricted Subsidiary) by the delivery of credit issued Equity Interests in lieu the Company, if the Company agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such bonds Equity Interests; (xv) Guarantees incurred in connection with a Monetization Transaction; (xvi) Guarantees of Leases of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business business; (xvii) any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower securing performance or any Restricted Subsidiary which Indebtedness is permitted to be incurred under Section 7.15; and (xviii) other Guarantees, including, but not limited to, without duplication, surety bonds, by such Person the Borrower and its Restricted Subsidiaries; provided that the aggregate amount of activities otherwise permissible hereunderthe obligations guaranteed does not exceed $100,000,000 at any one time outstanding; provided, howeverthat, other than as permitted under clauses (x)‑(xii) of this Section 7.16, no Loan Party shall Guarantee the obligations of any Restricted Subsidiary that is not a Loan Party. Notwithstanding any other provision of this Section 7.16, the foregoing exceptions maximum amount of Indebtedness that may be incurred pursuant to this Section 7.16 shall not permit be deemed to be exceeded with respect to any outstanding Guarantees by due solely to the Borrower result of fluctuations in the Indebtedness exchange rates of any Person (other than any Subsidiary).currencies or changes in GAAP. 107

Contingent Liabilities. The Borrower Company will not, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described by the Company of Indebtedness or other obligations of any Subsidiary and by any Restricted Subsidiary of Indebtedness or other obligations of the Company or any other Subsidiary, provided that, during any period when the Total Holdings Debt Ratio is greater than 5.00 to 1.00, the aggregate amount of such Guarantees by the Company and its Restricted Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject to the limitations set forth in Schedule 8.02Section 7.05(a)(i) upon Investments represented by such Guarantees; (c) Capitalized Lease Obligations Guarantees by the Company and any Restricted Subsidiary of Indebtedness or other obligations of Holdings permitted pursuant to the extent they constitute Holdings Guaranty and Pledge Agreement; provided that (i) the aggregate principal amount of Guarantees by reason under this Section 7.03(c) (other than Guarantees constituting Surety Bond Obligations) shall not exceed $80,000,000 at any time and (ii) such Indebtedness or other obligation of having been assigned Holdings guaranteed pursuant to this clause (iii) consists either of (x) purchase money indebtedness for the purchase or leasing of equipment used or to be used by the lessor to a lender to such lessor Company and its Restricted Subsidiaries or (provided that the obligors y) obligations of Holdings in respect of such Capitalized Lease Obligations do not increase their liability by reason surety bonds issued to support the business or operations of such assignment)the Company and its Restricted Subsidiaries; (d) Guarantees which would constitute Investments in effect on the date hereof which are disclosed in Schedule 7.03, any replacements thereof in amounts not prohibited by Section 8.04 or which if incurred directly by exceeding such Guarantees and any additions thereto, provided the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01additions thereto do not exceed $15,000,000 outstanding in the aggregate; (e) Surety Bond Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business business; (f) all transactions with or for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs benefit of Affiliates that are allocated expressly permitted under the proviso in Section 7.07; (as among the Borrower and the Subsidiariesg) based on cost, usage or other reasonable method obligations in respect of allocation; provided that the undertaking Letters of such liabilities are not intended as a guaranty or other credit support of such obligationsCredit; and (fh) Obligations Guarantees of Indebtedness permitted under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)Section 7.01.

Contingent Liabilities. The Borrower will notEnter into or otherwise become liable ---------------------- for, nor will it or permit any Subsidiary to enter into or otherwise become liable for, any Guaranties, except for: (i) Guaranties of its Subsidiaries toSenior Debt, directly (ii) the Subordinated Guaranty, (iii) Guaranties in respect of Operating Leases to the extent permitted under the Senior Loan Agreement, (iv) Guaranties by Borrower or indirectly any Subsidiary in respect of Indebtedness or other liabilities of Borrower or any Wholly Owned Subsidiary to the extent the existence of such Indebtedness or other liabilities is not prohibited under this Agreement, (including by means v) other Guaranties which, together with the amount of causing a bank to open a letter of creditIndebtedness incurred under Section 5.02(a)(viii) (without duplication), guaranteedoes not exceed $2.0 million in the aggregate at any time outstanding, endorse(vi) endorsements for collection or deposit in the ordinary course of business, contingently agree to purchase or to furnish funds for (vii) the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; , (bviii) The Guarantees described Guaranties existing as of the date hereof and set forth on the Disclosure Schedule, and any renewals, extensions, modifications ------------------- and replacements thereof that do not increase the amount thereof or provide for terms materially less favorable to Borrower or any of its Subsidiaries, (ix) forward contracts, interest rate cap, collar and swap contracts, foreign currency exchange contracts, hedging contracts and other similar contracts that are permitted by the Senior Loan Agreement, (x) Guaranties in Schedule 8.02; connection with any sale or disposition of assets of the Borrower or any of its Subsidiaries (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by such sale or disposition is not prohibited under this Agreement or the lessor to a lender to such lessor (provided that the obligors Senior Loan Agreement), arising in connection with indemnification and other agreements in respect of any contract relating to such Capitalized Lease Obligations do sale or disposition, not increase their liability to exceed the consideration received by reason Borrower and its Subsidiaries in connection with such sale or disposition and excluding in all cases any Guaranty with respect to any obligation of such assignment); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if any third party incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for in connection with the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for assets which are the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking subject of such liabilities are not intended as a guaranty sale or other credit support of such obligations; and disposition, and (fxi) Obligations any additional Guaranties permitted under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business provisions of the Borrower securing performance by such Person Senior Loan Agreement as in effect on the date hereof (without duplication of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiarypermitted under this Section 5.02(c)).

Contingent Liabilities. The Borrower None of the Loan Parties will, or will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV and Guarantees by each of the Guarantors of Incremental Equivalent Debt; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The Guarantees described (A) by the Borrower or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in Schedule 8.02the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement, (B) by a wholly owned Restricted Subsidiary that is not a Loan Party in favor of another wholly owned Restricted Subsidiary that is not a Loan Party and (C) by a Foreign Restricted Subsidiary in favor of another Foreign Subsidiary or a foreign joint venture (together with all other Investments in and Guarantees in respect of such entities by Foreign Restricted Subsidiaries permitted by this clause (iii)(C), Section 7.15(v)(D) and Section 7.18(xii)(B)) in an aggregate principal amount not to exceed at any time outstanding $200,000,000; (civ) Capitalized obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (v) Guarantees by the Company and the Restricted Subsidiaries (A) in support of leases and other obligations of third parties entered into in connection with production and production-related arrangements or arrangements for the compensation of talent through third-party intermediaries, (B) for purposes of securing for the Company and its Subsidiaries and joint ventures (1) programming or transponder rights, (2) Affiliation Agreements, (3) advertising representation agreements, marketing and service arrangements, and (4) real estate leases, and extensions, replacements and modifications of the foregoing, (C) of indemnification obligations of the Company and its Subsidiaries and joint ventures (provided, that to the extent any such indemnification obligations are in respect of Indebtedness, such Guarantee shall be permitted to be incurred pursuant to Section 7.15 (other than clause (iv) thereof)), and (D) made in the ordinary course of business of obligations that do not constitute Indebtedness; (vi) Guarantees of obligations incurred under credit cards issued to the Company, its Restricted Subsidiaries or their respective employees; (vii) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dviii) unsecured Guarantees by Loan Parties of the Borrower’s obligations in respect of (a) any Permitted Debt, (b) Indebtedness issued and outstanding under the Senior Notes Indenture and (c) any Permitted Refinancing Indebtedness in respect of any such Indebtedness under clause (a) or (b); (ix) Letters of Credit; (x) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations of any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Loan Party, so long as (A) recourse to the Borrower or such Restricted Subsidiary thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries and to no other assets of the Borrower or the other Loan Parties and (B) neither the Borrower nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Borrower or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries), to any acquisition or disposition of any assets of the Borrower or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Borrower or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (xi) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, Restricted Subsidiary that is not a Loan Party, or joint venture; provided that the aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries and joint ventures made pursuant to Section 7.18(xii), does not exceed $300,000,000 at any time outstanding; (xii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.18; (exiii) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases Leases or licenses of property) incurred in the ordinary course of business for which the Borrower or any of its Restricted Subsidiaries may be jointly and severally liable with Subsidiaries Affiliates of the Borrower as to which costs are allocated (as among the Borrower and the Subsidiariesits Affiliates) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fxiv) Obligations under agreements any Guarantee by the Borrower or a Restricted Subsidiary of any obligation to indemnify Persons who have issued bid the extent such obligation can be entirely satisfied (at the option of the Borrower or performance bonds or letters such Restricted Subsidiary) by the delivery of credit issued Equity Interests in lieu the Company, if the Company agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such bonds Equity Interests; (xv) Guarantees incurred in connection with a Monetization Transaction; (xvi) Guarantees of Leases of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business business; (xvii) any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower securing performance or any Restricted Subsidiary which Indebtedness is permitted to be incurred under Section 7.15; (xviii) Guarantees of obligations or Indebtedness of Foreign Subsidiaries permitted by such Person Section 7.15(xviii); (xix) any Guarantee by the Company or a Restricted Subsidiary of activities otherwise permissible hereunderthe obligation of a Subsidiary to purchase an interest not owned by the Company or its Subsidiaries in the business of BBC America, including through New Video Channel America, L.L.C. and its successors and assigns; (xx) Guarantees by the Company and the Restricted Subsidiaries under financial support letters requested by auditors for the benefit of one or more Unrestricted Subsidiaries or joint ventures of the Company or any of its Subsidiaries; provided, howeverthat (I) such letter is requested by such auditor for the purpose of providing an opinion without a “going concern” or like qualification commentary or exception and is not for the benefit or use by any Person other than such Unrestricted Subsidiaries or joint ventures and (II) such Guarantee is otherwise permitted by clauses (xi), that (xii) or (xxii) of this Section 7.16 at the time of issuance of such Guarantee. For purposes of determining compliance with the foregoing exceptions sub-clause (II), the amount of any such Guarantee shall not permit any be the amount determined by the Company in good faith that, in the light of all the facts and circumstances existing on the date such financial support letter is delivered to the auditor, represents the amount of underlying obligations reasonably expected by the Company during the term of such financial support letter (irrespective of whether such contingent liabilities meet the criteria for accrual under Accounting Standards Codification 450), taking into account the projected business operations of the beneficiary of such financial support letter during the term thereof; (xxi) Guarantees by the Borrower Company and the Restricted Subsidiaries of obligations of the Indebtedness Company and its Subsidiaries and joint ventures arising under purchase or other acquisition agreements in respect of acquisitions or other Investments not prohibited by Section 7.18; provided, that such Guarantee is otherwise permitted by another clause of this Section 7.16 at the time of issuance of such Guarantee. For purposes of determining compliance with this clause (xxi), the amount of any Person such Guarantee shall be the amount determined by the Company in good faith that, in the light of all the facts and circumstances existing on the date such purchase or other acquisition agreement is entered into, represents the amount of underlying obligations reasonably expected by the Company to be paid thereunder; (xxii) obligations constituting Standard Undertakings in connection with a Qualified Receivables Facility; and (xxiii) other than Guarantees, including, but not limited to, without duplication, surety bonds, by the Borrower and its Restricted Subsidiaries; provided that the aggregate amount of the obligations guaranteed does not exceed $350,000,000 at any Subsidiary)one time outstanding. Notwithstanding any other provision of this Section 7.16, the maximum amount of Indebtedness that may be incurred pursuant to this Section 7.16 shall not be deemed to be exceeded with respect to any outstanding Guarantees due solely to the result of fluctuations in the exchange rates of currencies or changes in GAAP.

Contingent Liabilities. The Borrower will not, nor and will it not permit any of its Subsidiaries to, directly or indirectly : (including by means of causing a bank to open a letter of credit)a) endorse, guarantee, endorse, contingently agree to purchase or to furnish provide funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect toupon, the Indebtedness, other obligations, net worth, working capital or earnings any obligation of any other Person, or guarantee except: (i) by the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsement of negotiable instruments for deposit or collection (or similar transactions) in the ordinary course of business;; (ii) for guarantees of the obligations of the Borrower to the Banks or any Rate Protection Provider and for other Contingent Obligations for the benefit of the Banks or any Rate Protection Provider; (iii) Contingent Obligations existing on the Closing Date of this Agreement and described on Schedule 6.13 of the Disclosure Schedules, including, with limitation, guaranties that are existing on the Closing Date made by one Real Estate Subsidiary in favor of Teachers guaranteeing, on a Limited Recourse Liability basis, the payment of the Permitted Permanent Loans made by Teachers to another Real Estate Subsidiary that are existing on the Closing Date; (iv) contingent liablities incurred after the (a) contain any financial covenants; (b) The Guarantees described in Schedule 8.02; cross-default to any other Indebtedness of the Borrower or any other Subsidiary; and/or (c) Capitalized Lease Obligations violate Section 6.6 hereof; and/or (c) require the Borrower to waive its rights of contribution, subrogation or other similar rights to succeed to the extent they constitute Guarantees relevant lender’s rights against the borrowing Real Estate Subsidiary or its assets upon the Borrower’s payment and performance in full of its obligations under such Related Agreements; and (B) in the case of a ground lease, such ground lease contains the material provisions that are routinely required by reason rating agencies in connection with rating a Securitized commercial loan that is secured by a leasehold mortgage; or (b) agree to maintain the net worth or working capital of, or provide funds to satisfy any other financial test applicable to, any other Person, or (c) enter into or be a party to any contract for the purchase or lease of having been assigned materials, supplies or other property or services if such contract requires that payment be made by the lessor to a lender to such lessor (provided that the obligors in respect it regardless of whether or not delivery is ever made of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on costmaterials, usage supplies or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty property or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)services.

Contingent Liabilities. The Borrower will Company shall not, nor will it and shall not permit any of its Restricted Subsidiaries to, directly or indirectly (including by means of causing a bank to open a letter of credit)endorse, guarantee, endorse, contingently agree to purchase or to furnish provide funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect toupon, the Indebtedness, other obligations, net worth, working capital or earnings any obligation of any other Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements a. by the endorsement of negotiable instruments for deposit or collection (or similar transactions) in the ordinary course of business; (b) The Guarantees described in Schedule 8.02b. for guarantees of the obligations of Company to the Lenders or any Rate Protection Provider and for other Contingent Obligations for the benefit of the Lenders or any Rate Protection Provider; (c) Capitalized Lease c. Contingent Obligations to existing on the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment)Amendment No. 3 Effective Date and described on Schedule 6.13; (d) Guarantees which d. contingent liabilities incurred after the Effective Date in connection with Permitted Permanent Loans so long as such contingent liabilities comply with the conditions set forth in the definition of Permitted Permanent Loan; e. guaranties of obligations that would otherwise constitute Investments which are not prohibited by permitted Indebtedness under Section 8.04 or which if incurred directly 6.11; and f. guaranty by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations of the obligations of any Restricted Subsidiary as the lessee under contracts providing for the acquisition of ground leases, sale leaseback leases, or provision of goods other real estate leases covering any real estate that Company or services (including leases any Restricted Subsidiary intends to use, operate, or licenses of property) incurred develop, either wholly or in substantial part, as a Club or, with respect to any Non-Club Building, otherwise in the ordinary course of business for which the Borrower may be jointly and severally liable with businesses engaged in by Company or its Restricted Subsidiaries as to which costs are allocated (as among on the Borrower and the Subsidiaries) based on cost, usage Effective Date or other businesses that are similar, ancillary, or complementary lines of business, or are reasonable method of allocation; provided that the undertaking extensions of such liabilities are not intended as a business (including, without limitation, the lease guaranties existing on the Amendment No. 3 Effective Date and described in Schedule 6.13) so long as: (i) the applicable Related Agreements evidencing any lease guaranty issued after the Effective Date shall not: (1) impose any greater liability on Company than the obligations of the tenant under the relevant lease; (2)(a) cross-default to any other Indebtedness of Company or any other Restricted Subsidiary; and/or (b) violate Section 6.6; and/or (c) require Company to waive its rights of contribution, subrogation, or other credit support similar rights to succeed to the relevant lender’s rights against the applicable Subsidiary or its assets upon Company’s payment and performance in full of its obligations under such obligationsRelated Agreements; and (ii) in the case of a ground lease, such ground lease contains Lease Securitization Provisions (any guaranty described in this clause (f) Obligations shall cause any automatic amendment of this Agreement that applies under agreements the “most favored lender” provision in Section 5.20). Notwithstanding the foregoing or anything to indemnify Persons who have issued bid the contrary set forth herein, the Company and each Restricted Subsidiary shall be entitled to guaranty lease obligations (other than Capitalized Lease Obligations) or performance bonds other obligations of the Company or letters of credit issued in lieu of any Restricted Subsidiary that do not constitute Indebtedness, so long as each such bonds guaranty is entered into in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)business.

Contingent Liabilities. The Borrower Loan Parties will not, nor and will it not permit any of its Subsidiaries Foreign Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described and letters of credit in effect on the date hereof which are disclosed in Schedule 8.029.1, and any replacements thereof in amounts not exceeding such Guarantees; (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor any Indebtedness permitted under Sections 9.1(a), (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignmentc), (d), (e), (g) and (i); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or of any Restricted Subsidiary would constitute Indebtedness permitted under Section 9.1(b) (other than Indebtedness incurred by Section 8.01any Special Purpose Subsidiary); (e) Obligations under contracts providing for the acquisition obligations in respect of or provision Letters of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; andCredit; (f) Obligations under agreements any Construction Completion and Cost Overrun Guaranty delivered by the Borrower in connection with a Renewable Energy Project; (g) Guarantees of obligations of Foreign Subsidiaries (including indemnities for surety and performance bonds) with respect to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds contracts entered into in the ordinary course of business of such Foreign Subsidiary; (h) any Renewable Energy Project Guaranty delivered by the Borrower securing performance in connection with a Renewable Energy Project, provided, however, that: (i) one or more of the Core Domestic Ameresco Companies or Renewable Energy Subsidiaries shall control the operation and maintenance of the Renewable Energy Project during the term of the renewable energy purchase agreement with respect to such Renewable Energy Project; (ii) in connection with any delivery of a Renewable Energy Project Guaranty to a purchaser of landfill gas or energy derived from landfill gas, sunlight, wind or biomass, the credit rating or other credit quality of such purchaser shall be reasonably satisfactory to the Agent; (iii) in connection with any delivery of a Renewable Energy Project Guaranty to an owner of a landfill or other property used for a Renewable Energy Project, such landfill or other property owner shall have a business reputation reasonably satisfactory to the Agent; and (iv) in connection with the delivery of any Renewable Energy Project Guaranty, the Borrower shall deliver to the Agent (A) prior to the delivery of such Renewable Energy Project Guaranty, a certificate executed by the Chief Financial Officer of the Borrower certifying (based upon such Person consultation with the Borrower’s independent certified public accountants as the Borrower shall reasonably deem appropriate) that, in accordance with GAAP, such Renewable Energy Project Guaranty will not result in the accrual of activities otherwise permissible hereundera liability upon the consolidated balance sheet of the Core Ameresco Companies for the fiscal period during which such Renewable Energy Project Guaranty is delivered; (B) a copy of such Renewable Energy Project Guaranty and all other documents related thereto; and (C) such other information or reports as the Agent may reasonably request with respect to such Renewable Energy Project Guaranty; (i) Guarantees by the Borrower of the obligations of Ameresco Canada under the Design-Build Agreement and the Interface Agreement, provided, however, that the foregoing exceptions maximum liability of the Borrower under such Guarantees shall not permit any Guarantees by exceed the maximum aggregate liability of Ameresco Canada under the Design-Build Agreement, which is an amount equal to up to thirty-five percent (35%) of the contract price under the Design-Build Agreement, subject to certain exclusions listed in the Design-Build Agreement; and (j) Obligations of Ameresco Canada or the Borrower under one or more letters of credit to secure a part of the Indebtedness obligations of any Person Ameresco Canada under the Design-Build Agreement, provided that the aggregate of such obligations of the Borrower and Ameresco Canada under this paragraph (other than any Subsidiary)i) shall not exceed 10% of the contract price under the Design-Build Agreement, and provided, further, that the obligations of the Borrower under this paragraph (j) shall be a part of and not exceed the obligations of the Borrower under paragraph (i) of this Section 9.3.

Contingent Liabilities. The Borrower None of the Loan Parties will, or will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The Guarantees described (A) by the Borrower or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in Schedule 8.02the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement, (B) by a wholly owned Restricted Subsidiary that is not a Loan Party in favor of another wholly owned Restricted Subsidiary that is not a Loan Party and (C) by a wholly owned Foreign Subsidiary in favor of a non-wholly owned Foreign Subsidiary or a foreign joint venture (together with all other Investments in and Guarantees in respect of such entities by wholly owned Foreign Subsidiaries permitted by this clause (iii)(C), Section 7.15(v)(E) and Section 7.18(xii)(D)) in an aggregate principal amount not to exceed at any time outstanding $75,000,000; (iv) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (v) Guarantees ofby the Borrower and the Restricted Subsidiaries issued for the purpose of securing (a) production and product related arrangements, or (b) arrangements for the compensation of talent through third‑party intermediaries; (vi) the Guarantees described on Schedule 7.16 (as such schedule may be amended by the Company from time to time), undertaken in the ordinary course of business of the Company and the Restricted Subsidiaries, including, without limitation, Guarantees issued for purposes of securing (a) programming or transponder rights, (b) Affiliation Agreements, (c) Capitalized advertising representation agreements, marketing and service arrangements, (d) real estate leases, and extensions, replacements and modifications of the foregoing, provided that the aggregate amount of all such Guarantees under this Section 7.16(vi) at any time outstanding does not exceed $75,000,000; (vii) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dviii) unsecured Guarantees by Loan Parties of the Borrower’s obligations in respect of (a) any Permitted Debt and (b) Indebtedness issued and outstanding under the Senior Notes Indenture on June 30, 2011, and any Permitted Refinancing Indebtedness in respect thereof; (ix) Letters of Credit; (x) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations of any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Loan Party, so long as (A) recourse to the Borrower or such Restricted Subsidiary thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries and to no other assets of the Borrower or the other Loan Parties and (B) neither the Borrower nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Borrower or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries), to any acquisition or disposition of any assets of the Borrower or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary, such Restricted Subsidiary that is not a Loan Party, or their Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Borrower or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (xi) any Guarantee by the Borrower or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, Restricted Subsidiary that is not a Loan Party, or joint venture; provided that the aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries and joint ventures made pursuant to Section 7.18(xii), does not exceed $100,000,000 at any time outstanding; (xii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.18; (exiii) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases Leases or licenses of property) incurred in the ordinary course of business for which the Borrower or any of its Restricted Subsidiaries may be jointly and severally liable with Subsidiaries Affiliates of the Borrower as to which costs are allocated (as among the Borrower and the Subsidiariesits Affiliates) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fxiv) Obligations under agreements any Guarantee by the Borrower or a Restricted Subsidiary of any obligation to indemnify Persons who have issued bid the extent such obligation can be entirely satisfied (at the option of the Borrower or performance bonds or letters such Restricted Subsidiary) by the delivery of credit issued Equity Interests in lieu the Company, if the Company agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such bonds Equity Interests; (xv) Guarantees incurred in connection with a Monetization Transaction; (xvi) Guarantees of Leases of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business business; (xvii) any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower securing performance or any Restricted Subsidiary which Indebtedness is permitted to be incurred under Section 7.15; (xviii) Guarantees of obligations or Indebtedness of Foreign Subsidiaries permitted by such Person Section 7.15(xviii); and (xix) (xviii) other Guarantees, including, but not limited to, without duplication, surety bonds, by the Borrower and its Restricted Subsidiaries; provided that the aggregate amount of activities otherwise permissible hereunderthe obligations guaranteed does not exceed $100,000,000 at any one time outstanding; provided, howeverthat, other than as permitted under clauses (x)‑v) (to the extent in the ordinary course with respect to the applicable Restricted Subsidiary that is not a Loan Party), (x), (xi), (xii), (xiii), (xvi), and (xviii) of this Section 7.16, no Loan Party shall Guarantee the foregoing exceptions obligations of any Restricted Subsidiary that is not a Loan Party. Notwithstanding any other provision of this Section 7.16, the maximum amount of Indebtedness that may be incurred pursuant to this Section 7.16 shall not permit be deemed to be exceeded with respect to any outstanding Guarantees by due solely to the Borrower result of fluctuations in the Indebtedness exchange rates of any Person (other than any Subsidiary)currencies or changes in GAAP.

Contingent Liabilities. The Borrower will notNeither Matsco nor any Matsco Subsidiary ---------------------- has any liabilities or obligations, nor will it permit either accrued or contingent, and including any obligation for known but unasserted claims, that are material to Matsco or any Matsco Subsidiary on a consolidated basis and there is no private or governmental suit, claim, action or proceeding pending, nor, to Matsco's knowledge threatened or known but unasserted against Matsco, or any of its Subsidiaries to, directly or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance ofMatsco Subsidiaries, or otherwise be directors, officers or become contingently liable upon employees of Matsco or with respect toany of the Matsco Subsidiaries relating to the performance of their duties in such capacities or against or affecting any properties of Matsco or any of the Matsco Subsidiaries which, the Indebtednessif adversely determined, other would have a Material Adverse Effect, except for liabilities and obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: : (a) Endorsements reflected, reserved for or disclosed in the Financial Statements of negotiable instruments for deposit or collection Matsco; (b) incurred subsequent to September 30, 1999 in the ordinary course of business; (b) The Guarantees described in Schedule 8.02; ; or (c) Capitalized Lease Obligations disclosed in a list furnished by Matsco to GBB (the "Matsco Liabilities List") or on any other Matsco List. To the knowledge of Matsco, there are no facts that would form the valid basis for the assertion against it or any Matsco Subsidiary of any liability, obligation or claim (including, without limitation, that of any regulatory authority) that is likely to result in or cause a Material Adverse Effect and is not fairly reflected in the Financial Statements of Matsco or otherwise disclosed in this Agreement. The Material Liabilities list contains a list of those certain contingent liabilities (the "Material Contingencies") which the Indemnifying Shareholders and GBB agree may be resolved, if necessary, by the use of the Holdback Funds and which shall be subject to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors procedures set forth in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)15.

Contingent Liabilities. The Neither the Borrower will not, nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements the Guarantees in Article IV hereof; (b) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (bc) The the Guarantees described in Schedule 8.027.18; (cd) Capitalized Guarantees by the Borrower or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Agreement; provided that Guaranties by Loan Parties of obligations of Restricted Subsidiaries that are not Loan Parties shall be permitted only to the extent that such Guarantee would be permitted as an Investment under Section 7.20; (e) other Guarantees, including, but not limited to, without duplication, surety bonds, by the Borrower and its Restricted Subsidiaries; provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $35,000,000 at any time; (f) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dg) unsecured Guarantees by Loan Parties of the Borrower’s obligations in respect of Indebtedness issued and outstanding under the Senior Notes Documents on the Closing Date, and any Permitted Refinancing Indebtedness in respect thereof; (h) Letters of Credit; (i) Guarantees which would constitute Investments which that are not prohibited by Section 8.04 or which if incurred directly 7.20; (j) any Guarantee by the Company Borrower or a Subsidiary Guarantor of the obligations of any Unrestricted Subsidiary so long as (A) recourse to the Borrower or such Subsidiary Guarantor thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries and to no other assets of the Borrower or the Restricted Subsidiaries and (B) neither the Borrower nor any Restricted Subsidiary would constitute agrees, in connection therewith, to any limitation on the amount of Indebtedness permitted which may be incurred by Section 8.01them, to the granting of any Liens on assets of the Borrower or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary or its Subsidiaries), to any acquisition or disposition of any assets of the Borrower or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries) or to any modification or supplement of this Agreement or any agreement entered into by the Borrower or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Agreement; (ek) any Guarantee by the Borrower or a Subsidiary Guarantor of the obligations or Indebtedness of any Unrestricted Subsidiary or joint venture; provided that the aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries and joint ventures made pursuant to Section 7.20(l), does not exceed $50,000,000 at any time outstanding; (l) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases Leases or licenses of property) incurred in the ordinary course of business for which the Borrower or any of its Restricted Subsidiaries may be jointly and severally liable with other Subsidiaries of Cablevision as to which costs are allocated (as among the Borrower and its Subsidiaries and the Subsidiariesother Subsidiaries of Cablevision) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; (m) any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower or any Restricted Subsidiary which Indebtedness is permitted to be incurred under Section 7.17; (n) any Guarantee by the Borrower or a Restricted Subsidiary of any obligation to the extent such obligation can be entirely satisfied (at the option of the Borrower or such Restricted Subsidiary) by the delivery of Parent Company Stock, if the Borrower agrees in a notice to the Administrative Agent that such obligation shall be satisfied solely by the delivery of such Parent Company Stock; and (fo) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued Guarantees incurred in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)connection with a Monetization Transaction.

Contingent Liabilities. The Borrower Company will not, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (a) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) The Guarantees described by the Company of Indebtedness or other obligations of any Subsidiary and by any Restricted Subsidiary of Indebtedness or other obligations of the Company or any other Subsidiary, provided that, during any period when the Total Debt Ratio is greater than 5.00 to 1.00, the aggregate amount of such Guarantees by the Company and its Restricted Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject to the limitations set forth in Schedule 8.02Section 7.05(a)(i) upon Investments represented by such Guarantees; (c) Capitalized Lease Obligations Guarantees by the Company and any Restricted Subsidiary of Indebtedness or other obligations of Holdings permitted pursuant to the extent they constitute Holdings Guaranty and Pledge Agreement; provided that (i) the aggregate principal amount of Guarantees by reason under this Section 7.03(c) (other than Guarantees constituting Surety Bond Obligations) shall not exceed $80,000,000 at any time and (ii) such Indebtedness or other obligation of having been assigned Holdings guaranteed pursuant to this clause (iiic) consists either of (x) purchase money indebtedness for the purchase or leasing of equipment used or to be used by the lessor to a lender to such lessor Company and its Restricted Subsidiaries or (provided that the obligors y) obligations of Holdings in respect of such Capitalized Lease Obligations do not increase their liability by reason surety bonds issued to support the business or operations of such assignment)the Company and its Restricted Subsidiaries; (d) Guarantees which would constitute Investments in effect on the Restatement Effective Date which are disclosed in Schedule 7.03, any replacements thereof in amounts not prohibited by Section 8.04 or which if incurred directly by exceeding such Guarantees and any additions thereto, provided the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01additions thereto do not exceed $15,000,000 outstanding in the aggregate; (e) Surety Bond Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business business; (f) all transactions with or for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs benefit of Affiliates that are allocated expressly permitted under the proviso in Section 7.07; (as among the Borrower and the Subsidiariesg) based on cost, usage or other reasonable method obligations in respect of allocation; provided that the undertaking Letters of such liabilities are not intended as a guaranty or other credit support of such obligationsCredit; and (fh) Obligations Guarantees of Indebtedness permitted under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)Section 7.01.

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests Equity Interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “"Guarantees”, and each individually a “Guarantee” "), except: (ai) Endorsements the Guaranties in Article IV; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The Guarantees described by the Company or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in Schedule 8.02the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Credit Agreement; (civ) Capitalized obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (v) the Guaranties described on Schedule 7.13 (as such schedule may be amended by the Company from time to time), undertaken in the ordinary course of business of the Company and the Restricted Subsidiaries, including, without limitation, Guarantees issued for purposes of securing (A) programming or transponder rights, (B) production and product related arrangements, (C) Affiliation Agreements, (D) advertising representation agreements, marketing and service arrangements, or (E) real estate leases, and extensions, replacements and modifications of the foregoing, provided that the aggregate amount of all such Guarantees under this Section 7.13(v) at any time outstanding does not exceed $45,000,000; 83 (vi) Capital Lease Obligations permitted under Section 7.12 to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dvii) unsecured Guarantees of the Company's obligations in respect of (A) any Permitted Debt and (B) Indebtedness issued and outstanding under either of the Indentures on the Agreement Date, and any renewals, extensions or refundings permitted under this Credit Agreement; (viii) the Letters of Credit; (ix) any Guarantee by the Company or a Restricted Subsidiary of the obligations of any Unrestricted Subsidiary so long as (A) recourse to the Company or such Restricted Subsidiary thereunder is limited solely to the Equity Interests in such Unrestricted Subsidiary or its Subsidiaries and to no other assets of the Company or the Restricted Subsidiaries and (B) neither the Company nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Company or any of the Restricted Subsidiaries (other than the Equity Interests in such Unrestricted Subsidiary or its Subsidiaries), to any acquisition or disposition of any assets of the Company or the Restricted Subsidiaries (other than the Equity Interests in such Unrestricted Subsidiary or its Subsidiaries) or to any modification or supplement of this Credit Agreement or any agreement entered into by the Company or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Credit Agreement; (x) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.17; (exi) Obligations obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower Company or any of its Restricted Subsidiaries may be jointly and severally liable with Subsidiaries other Affiliates of the Company as to which costs are allocated (as among the Borrower Company and the Subsidiariesits Affiliates) based on cost, usage or other reasonable method of allocation; provided that (1) the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligationsobligations and (2) the Company and its Restricted Subsidiaries may not be jointly and severally contractually liable with other Affiliates of the Company with respect to obligations of the type described in this clause (xi) to the extent that the aggregate amount of such obligations arising under contracts executed by, or (acting upon specific written authorization to do so) on behalf of, the Company or any Restricted Subsidiary arising from costs appropriately allocable to such other Affiliates exceeds $30,000,000 (excluding up to $13,900,000 of such obligations arising under the MGM Affiliate Contract); andand 84 (fxii) Obligations under agreements any Guarantee by the Company of any obligation to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of the extent such bonds in obligation can be satisfied (at the ordinary course of business option of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees Company) by the Borrower delivery of the Indebtedness of any Person (other than any Subsidiary)Parent Company Stock.

Contingent Liabilities. The Borrower will not, nor will it permit any of its Subsidiaries to, directly Directly or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase guarantee the performance or to furnish funds for the payment or maintenance ofor, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, purchase or agree to purchase, sell or lease (as lessee assume or lessor) propertycontingently agree to become or be secondarily liable in respect of, products, materials, supplies any obligation or services primarily for the purpose liability of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: any other Person except for: (a) Endorsements the endorsement of checks or other negotiable instruments for deposit or collection in the ordinary course of business; ; (b) The Guarantees described obligations disclosed to Lender in Schedule 8.02; the Financial Statements (but not increases of such obligations after the First Loan Date, provided that the accrual of interest on such obligations, so long as it is not converted to principal, shall not be deemed to increase such obligations); (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors obligations in respect of such Capitalized Lease Obligations do not increase their liability employees for continued service as evidenced by reason written agreements with the Company as of such assignment); the date of this Agreement; and (d) Guarantees those liabilities permitted under Section 7.1 hereof; and (e) customary contractual indemnity obligations in the ordinary course of business. 7.4 MERGERS, CONSOLIDATIONS AND DISPOSITIONS AND ACQUISITIONS OF ASSETS7.4 Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly: (a) liquidate or dissolve; (b) be a party to any merger or consolidation unless (i) no Default or Event of Default has occurred that is then continuing; (ii) immediately thereafter and giving effect thereto, no event will occur and be continuing which would constitute Investments which constitutes a Default; (iii) the Company, or the Subsidiary, if any, is the surviving Person; and (iv) the Holders are not prohibited by Section 8.04 given at least twenty (20) days prior notice of such merger or which consolidation or such lesser number of days as is practicable; (c) sell, convey or lease all or substantially all of its assets, except for the sale of property in the ordinary course of business; or (d) pledge, transfer or otherwise dispose of any equity interest in any of its Subsidiaries, if incurred directly by any exist, or issue or permit any of its Subsidiaries, if any exist, to issue any additional equity interests except to the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; another of its Subsidiaries. Notwithstanding the foregoing, (ei) Obligations under contracts providing for nothing in this Agreement shall prohibit the acquisition of Company from selling obsolete equipment or provision of goods or services (including leases or licenses of property) incurred from replacing used equipment in the ordinary course of business for which and (ii) the Borrower Company may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as undertake a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business transaction of the Borrower securing performance character contemplated by clauses (b) or (c) if, after giving effect thereto, the consideration from such Person transaction that would be paid to the holders of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees Company's Depositary Shares for each Depositary Share (whether directly from the acquiror or by distribution by the Borrower of Company) would exceed $.10 per Depositary Share (subject to appropriate adjustments for stock splits, stock dividends, reclassifications, or similar recapitalizations affecting the Indebtedness of any Person (other than any SubsidiaryDepositary Shares).

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except:: MSGN – A&R Credit Agreement (2019) (ai) Endorsements the Guarantees in Article IV; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; ; (biii) The the Guarantees described in Schedule 8.02; 7.15; (civ) Guarantees by the Company or one or more of the Guarantors of Indebtedness or other obligations (such other obligations incurred in the ordinary course of business) of the Company or another Guarantor, but only if such Indebtedness or other obligations are not prohibited by this Credit Agreement; (v) other Guarantees, including, without duplication, surety bonds, by the Company or one or more Guarantors, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $100,000,000 at any time; (vi) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); ; (dvii) the Letters of Credit; (viii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 7.17 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; 7.14; (eix) Obligations obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower Company or any of its Restricted Subsidiaries may be jointly and severally liable with other Subsidiaries of the Company as to which costs are allocated (as among the Borrower Company and the its Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (fx) Obligations any Guarantee by the Company of any obligation to the extent such obligation can be satisfied (at the option of the Company) by the delivery of common stock of the Parent; (xi) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit (xii) any Guarantees Guarantee by the Borrower Company or a Restricted Subsidiary of the obligations or Indebtedness of any Person Unrestricted Subsidiary, any Excluded Subsidiary or joint venture; provided that the aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries, Excluded MSGN – A&R Credit Agreement (other than any Subsidiary2019).

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees“ Guarantees ”, and each individually a “Guarantee“ Guarantee ” ), except: (ai) Endorsements the Guarantees in Article IV ; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The the Guarantees described in Schedule 8.027.15 ; (civ) Guarantees by the Company or one or more of the Guarantors of Indebtedness or other obligations (such other obligations incurred in the ordinary course of business) of the Company or another Guarantor, but only if such Indebtedness or other obligations are not prohibited by this Credit Agreement; (v) other Guarantees, including, without duplication, surety bonds, by the Company or one or more Guarantors, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $75,000,000 at any time; (vi) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (( provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (dvii) the Letters of Credit; (viii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 7.17 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.14 ; (eix) Obligations obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower Company or any of its Restricted Subsidiaries may be jointly and severally liable with other Subsidiaries of the Company as to which costs are allocated (as among the Borrower Company and the its Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fx) Obligations any Guarantee by the Company of any obligation to the extent such obligation can be satisfied (at the option of the Company) by the delivery of common stock of the Parent; (xi) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (xii) any Guarantee by the Company or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, any Excluded Subsidiary or joint venture; provided, however, provided that the foregoing exceptions shall aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries, Excluded Subsidiaries and joint ventures made pursuant to clause (k) of the definition of Permitted Investments does not permit any exceed $75,000,000; (xiii) Guarantees by the Borrower Company or a Restricted Subsidiary of the obligations of MSG SpinCo of pension liabilities; provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $20,000,000 at any time; and (xiv) Guarantees by the Company of Indebtedness of the Parent, to the extent permitted as Indebtedness of the Company under Section 7.14(xii) ; provided that in no event shall such Guarantees be secured by any Person (other than mortgage on, pledge of or grant of a security interest in any Subsidiary)assets of the Company or any of its Subsidiaries.

Contingent Liabilities. The Borrower will shall not, nor will it and shall not permit any of its Subsidiaries the other Obligors to, directly or indirectly (including by means of causing a bank to open a letter of credit)indirectly, guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be create or become contingently or remain liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of to any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” )Contingent Liability, except: (a) Endorsements the Parent and the Subsidiary Guarantors may become and remain liable with respect to Contingent Liabilities arising under their respective guaranties of negotiable instruments the Borrower’s Obligations and the Borrower may become and remain liable for deposit or collection the Loans and related Obligations; (b) the Borrower and its Subsidiaries may become and remain liable with respect to Contingent Liabilities in respect of customary indemnification obligations of any such Person incurred in connection with Dispositions permitted by this Agreement; (c) the Obligors may become and remain liable with respect to Contingent Liabilities in respect of any of the Indebtedness, that if outstanding, would be permitted under Section 8.2; (d) the Borrower and its Subsidiaries may become and remain liable with respect to Contingent Liabilities granted in favor of title insurers in the ordinary course of business; (b) The Guarantees described in Schedule 8.02; (c) Capitalized Lease Obligations ; provided that any such Contingent Liabilities entered into by the Borrower and the Subsidiary Guarantors shall apply to the extent they constitute Guarantees by reason of having been assigned real property assets owned by the lessor to a lender to such lessor (provided that Borrower and the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01;Guarantors; and (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower Guarantors may be jointly become and severally remain liable with Subsidiaries as respect to which costs are allocated (as among the Borrower and the Subsidiaries) based on costContingent Liabilities arising under performance guaranties, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued identified in lieu of such bonds in the ordinary course of business Item 8.22 of the Borrower securing performance by such Person Disclosure Schedule, in respect of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower certain contracts of the Indebtedness of any Person (other than any Subsidiary)Caledonian Building Systems Limited.

Contingent Liabilities. The Borrower will not, nor will it permit any of its Subsidiaries to, directly or indirectly (including by means of causing a bank to open a letter of credit)Assume, guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, endorse or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any PersonPerson or enter into any other agreement having substantially the same effect as a Guarantee, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), exceptexcept for: (ae) Endorsements the endorsement of negotiable instruments for deposit or collection or other transactions in the ordinary course of business which are not material to the Company and its Subsidiaries when taken as a whole; (f) obligations incurred by the Company or a Subsidiary to a third party which do not constitute Indebtedness, including for the avoidance of doubt Guarantees for (i) trade obligations incurred by the Company’s Affiliates in the ordinary course of business and (ii) Indebtedness or trade obligations of other Persons in which the Company or its Affiliates have made an Investment not otherwise prohibited under Section 6.10; or (g) obligations of the Company or a Subsidiary constituting Indebtedness permitted by Section 6.02 or constituting Investments permitted by Section 6.10. provided, that (i) each Subsidiary may guarantee the Obligations of the Company and each other Loan Party hereunder and under each other Loan Document pursuant to the Subsidiary Guaranty and (ii) subject to Section 6.02, the Company may guarantee Indebtedness of its Subsidiaries and any Subsidiary may guarantee Indebtedness of any Borrower or another Subsidiary, so long as the aggregate amount of all Indebtedness so guaranteed, when totaled with all Consolidated Total Indebtedness, without duplication shall not result in an Event of Default hereunder; and provided, further, that the foregoing shall not prohibit contractual indemnities, not having substantially the same effect as a Guarantee, given in the ordinary course of business; . Neither such contractual indemnities nor contingent liabilities under clause (b) The Guarantees described in Schedule 8.02; (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect this Section 6.03 shall be included for purposes of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or calculating any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations financial covenant under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)this Agreement.

Contingent Liabilities. The Borrower will not, nor will it permit any None of its the Obligors and their Subsidiaries towill, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “"Guarantees”, and each individually a “Guarantee” "), except: (ai) Endorsements endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (bii) The the Guarantees described in Schedule 8.029.11; (ciii) Capitalized Guarantees by any of the Obligors or one or more of their Subsidiaries of Indebtedness of, and other obligations (incurred in the ordinary course of business) of, any of the Obligors or any of their Subsidiaries, but only if such Indebtedness or obligations are permitted by this Agreement; (iv) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dv) surety bonds in an aggregate amount at any one time not to exceed $12,500,000; (vi) Guarantees of Indebtedness which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly 9.15 (other than by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01reason of subsection (iii) thereof); (evii) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred Guarantees in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligationsArticle VI hereof; and (fviii) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business other Guarantees by any of the Borrower securing performance by such Person Obligors or any of activities otherwise permissible hereunder; providedtheir Subsidiaries, however, provided that the foregoing exceptions shall not permit any Guarantees by the Borrower outstanding aggregate amount of the Indebtedness of obligations guaranteed does not exceed $7,500,000 at any Person (other than any Subsidiary)time.

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” "GUARANTEES"), except: (ai) Endorsements the Guarantees in Article VI hereof; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The the Guarantees described in Schedule 8.02SCHEDULE 9.11; (civ) Capitalized Guarantees by the Company or one or more of the Restricted Subsidiaries of Indebtedness of, and other obligations (incurred in the ordinary course of business) of, another Restricted Subsidiary, but only if such Indebtedness or obligations are permitted by this Agreement; (v) other Guarantees, including, but not limited to, without duplication, surety bonds, by the Company, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $150,000,000 at any time; (vi) Capital Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Capital Lease Obligations do not increase their liability by reason of such assignment); (dvii) the Syndicated Letters of Credit or Bank Letters of Credit; and (viii) any Guarantee by the Company of the obligations of any Unrestricted Subsidiary so long as (A) recourse to the Company thereunder is limited solely to shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries and to no other assets 50 of the Company or the Restricted Subsidiaries and (B) neither the Company nor any Restricted Subsidiary agrees, in connection therewith, to any limitation on the amount of Indebtedness which may be incurred by them, to the granting of any Liens on assets of the Company or any of the Restricted Subsidiaries (other than shares of stock of such Unrestricted Subsidiary or its Subsidiaries), to any acquisition or disposition of any assets of the Company or the Restricted Subsidiaries (other than shares of capital stock of such Unrestricted Subsidiary or its Subsidiaries) or to any modification or supplement of this Agreement or any agreement entered into by the Company or any of the Restricted Subsidiaries refinancing any substantial portion of the Indebtedness outstanding under this Agreement; (ix) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations9.15 hereof; and (fx) Obligations under agreements any Guarantee by the Company of any obligation to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of the extent such bonds in obligation can be satisfied (at the ordinary course of business option of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees Company) by the Borrower delivery of common stock of the Indebtedness of any Person (other than any Subsidiary).Parent Corp.

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including including, without limitation, by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV hereof; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The the Guarantees described in Schedule 8.027.15; (civ) Guarantees by the Company or one or more of the Guarantors of Indebtedness or other obligations (such other obligations incurred in the ordinary course of business) of the Company or another Guarantor, but only if such Indebtedness or other obligations are not prohibited by this Credit Agreement; (v) other Guarantees, including, but not limited to, without duplication, surety bonds, by the Company, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $75,000,000 at any time; (vi) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (dvii) the Letters of Credit; (viii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 7.17 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.14(i), (iii), (iv), (v), (vii), (viii), (ix), (x), or (xiii); (eix) Obligations obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower Company or any of its Restricted Subsidiaries may be jointly and severally liable with other Subsidiaries of the Company as to which costs are allocated (as among the Borrower Company and the its Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; 107 MSG – Credit Agreement (2014) (x) any Guarantee by the Company of any obligation to the extent such obligation can be satisfied (at the option of the Company) by the delivery of common stock of the Parent; and (fxi) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower Company of Indebtedness of the Parent, to the extent permitted as Indebtedness of the Company under Section 7.14(xii); provided that in no event shall such Guarantees be secured by any Person (other than mortgage on, pledge of or grant of a security interest in any Subsidiary)assets of the Company or any of its Subsidiaries.

Contingent Liabilities. The Borrower Company will not, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, directly Guarantee the Indebtedness or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings obligations of any Person, or guarantee Guarantee the payment of dividends or other distributions upon the stock of, or other ownership interests of the earnings of, any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (bii) The Guarantees described by the Company of Indebtedness or other obligations of any Subsidiary and by any Restricted Subsidiary of Indebtedness or other obligations of the Company or any other Subsidiary, provided that, during any period when the Total Debt Ratio is greater than 5.00 to 1, the aggregate amount of such Guarantees by the Company and its Restricted Subsidiaries of obligations of Unrestricted Subsidiaries shall be subject to the limitations set forth in Schedule 8.02Section 7.05(a)(i) upon Investments represented by such Guarantees; (ciii) Capitalized Lease Obligations Guarantees by the Company and any Restricted Subsidiary of Indebtedness or other obligations of Holdings permitted pursuant to the extent they constitute Guarantees by reason Holdings Guaranty and Pledge Agreement in an aggregate principal amount up to but not exceeding $80,000,000; provided that such Indebtedness or other obligation of having been assigned Holdings guaranteed pursuant to this clause (iii) consists either of (x) purchase money indebtedness Credit Agreement -88- for the purchase or leasing of equipment used or to be used by the lessor to a lender to such lessor Company and its Restricted Subsidiaries or (provided that the obligors y) obligations of Holdings in respect of surety bonds issued to support the business or operations of the Company and its Restricted Subsidiaries; (iv) Guarantees in effect on the date hereof which are disclosed in Schedule 7.03, any replacements thereof in amounts not exceeding such Capitalized Lease Obligations Guarantees and any additions thereto, provided the additions thereto do not increase their liability by reason of such assignmentexceed $10,000,000 outstanding in the aggregate; (v) Surety Bonds, subject, however, to the limits set forth in Section 7.03(b); (dvi) Guarantees which would constitute Investments which all transactions with or for the benefit of Affiliates that are not prohibited by expressly permitted under the proviso in Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.07; (evii) Obligations under contracts providing for the acquisition obligations in respect of or provision Letters of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligationsCredit; and (fviii) Obligations Guarantees permitted under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower of the Indebtedness of any Person (other than any Subsidiary)Section 7.01.

Contingent Liabilities. The Borrower will not, Neither the Company nor will it permit any of its Subsidiaries toRestricted Subsidiary will, directly or indirectly (including by means of causing a bank to open a letter of credit), guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), except: (ai) Endorsements the Guarantees in Article IV; (ii) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (biii) The the Guarantees described in Schedule 8.027.15; (civ) Guarantees by the Company or one or more of the Guarantors of Indebtedness or other obligations (such other obligations incurred in the ordinary course of business) of the Company or another Guarantor, but only if such Indebtedness or other obligations are not prohibited by this Credit Agreement; (v) other Guarantees, including, without duplication, surety bonds, by the Company or one or more Guarantors, provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $75,000,000 at any time; (vi) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (dvii) the Letters of Credit; (viii) Guarantees which would constitute Investments which are not prohibited by Section 8.04 7.17 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.017.14; (eix) Obligations obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower Company or any of its Restricted Subsidiaries may be jointly and severally liable with other Subsidiaries of the Company as to which costs are allocated (as among the Borrower Company and the its Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and; (fx) Obligations any Guarantee by the Company of any obligation to the extent such obligation can be satisfied (at the option of the Company) by the delivery of common stock of the Parent; (xi) obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower Company or any Restricted Subsidiary securing performance by such Person of activities otherwise permissible hereunder; (xii) any Guarantee by the Company or a Restricted Subsidiary of the obligations or Indebtedness of any Unrestricted Subsidiary, any Excluded Subsidiary or joint venture; provided, however, provided that the foregoing exceptions shall aggregate amount of all such Guarantees, when combined with the aggregate amount of Investments in Unrestricted Subsidiaries, Excluded Subsidiaries and joint ventures made pursuant to clause (k) of the definition of Permitted Investments does not permit any exceed $75,000,000; (xiii) Guarantees by the Borrower Company or a Restricted Subsidiary of the obligations of MSG SpinCo of pension liabilities; provided that the outstanding aggregate amount of the obligations guaranteed does not exceed $20,000,000 at any time; and (xiv) Guarantees by the Company of Indebtedness of the Parent, to the extent permitted as Indebtedness of the Company under Section 7.14(xii); provided that in no event shall such Guarantees be secured by any Person (other than mortgage on, pledge of or grant of a security interest in any Subsidiary)assets of the Company or any of its Subsidiaries.

Contingent Liabilities. The Borrower will notshall not assume, nor will it guarantee, ---------------------- endorse, contingently agree to purchase or otherwise become liable upon, or permit any of its Subsidiaries to, directly Restricted Subsidiary or indirectly (including by means of causing a bank Unrestricted Subsidiary to open a letter of credit)assume, guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect toupon, the Indebtedness, other obligations, net worth, working capital or earnings obligation of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss Person (all such transactions herein being herein called “Guarantees”, and each individually a “Guarantee” referred to as "Contingent Liabilities"), except: (ai) Endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (b) The Guarantees described in Schedule 8.02; (c) Capitalized Lease Obligations to the extent they constitute Guarantees by reason of having been assigned by the lessor to a lender to such lessor (provided that the obligors in respect of such Capitalized Lease Obligations do not increase their liability by reason of such assignment); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing for the acquisition of or provision of goods or services (including leases or licenses of property) incurred in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty or other credit support of such obligations; and (f) Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters of credit issued in lieu of such bonds in the ordinary course of business of the Borrower securing performance by such Person of activities otherwise permissible hereunderBorrower, a Restricted Subsidiary or an Unrestricted Subsidiary, as the case may be; (ii) the Contingent Liabilities which will be incurred in connection with a Permitted Acquisition; provided, however, provided that the foregoing exceptions shall incurrence of such -------- Contingent Liabilities, individually or in the aggregate, could not permit any Guarantees be reasonably expected to have a Material Adverse Effect; (iii) by the Borrower endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Indebtedness Borrower, a Restricted Subsidiary or an Unrestricted Subsidiary, as the case may be; (iv) Contingent Liabilities created, incurred or assumed by any Unrestricted Subsidiary, provided that the terms of any Person the agreements -------- evidencing such Contingent Liabilities shall explicitly (other than any 1) limit recourse thereunder to the assets of such Unrestricted Subsidiary and (2) provide that such Unrestricted Subsidiary)'s partners or shareholders, as the case may be, shall have no liability in respect of such contingent liability; and (v) in connection with the Credit Documents and Related Documents.

Contingent Liabilities. The Borrower will not, nor not and will it not permit any ---------------------- of its Subsidiaries toor Foreign Affiliates to create, incur, suffer or permit to exist, directly or indirectly (including by means of causing a bank to open a letter of credit)indirectly, guarantee, endorse, contingently agree to purchase or to furnish funds for the payment or maintenance of, or otherwise be or become contingently liable upon or with respect to, the Indebtednessany Contingent Obligations, other obligations, net worth, working capital or earnings of any Person, or guarantee the payment of dividends or other distributions upon the stock or other ownership interests of any Person, or agree to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of its obligations or to assure a creditor against loss (all such transactions being herein called “Guarantees”, and each individually a “Guarantee” ), exceptthan: (a) Endorsements the Obligations of negotiable instruments for deposit or collection in each Guarantor to the ordinary course Agent and the Banks under the terms of businessany Guaranty; (b) The Guarantees described in Schedule 8.02;any Contingent Obligations of the Borrower under any Hedging Obligations permitted by Section 7.1(j) above; -------------- (c) Capitalized Lease Contingent Obligations to of the extent they constitute Guarantees by reason Borrower or any of having been assigned by the lessor to a lender to such lessor (Subsidiaries in respect of any Indebtedness of any of the Foreign Subsidiaries or the Foreign Affiliates, all incurred when no Default or Event of Default exists or would result therefrom, provided that the obligors aggregate amount of all such Contingent Obligations (including such Contingent Obligations existing on the date hereof and described on Schedule 5.16 hereto) outstanding at any time shall not exceed ------------- $30,000,000 in the aggregate, it being understood that Contingent Obligations in respect of such Capitalized Lease Obligations do not increase their liability by reason trade payables of such assignment); (d) Guarantees which would constitute Investments which are not prohibited by Section 8.04 or which if incurred directly by the Company or any Restricted Subsidiary would constitute Indebtedness permitted by Section 8.01; (e) Obligations under contracts providing Borrower and its Subsidiaries for the acquisition of or provision purchase of goods or services (including leases or licenses of property) incurred materials in the ordinary course of business for which the Borrower may be jointly and severally liable with Subsidiaries as to which costs are allocated (as among the Borrower and the Subsidiaries) based on cost, usage or other reasonable method of allocation; provided that the undertaking of such liabilities are not intended as a guaranty more than 90 days past due (unless subject to dispute and being diligently contested) are not prohibited or other credit support of such obligationslimited by this Section 7.3; and------------ (fd) Contingent Obligations under agreements to indemnify Persons who have issued bid or performance bonds or letters in respect of credit issued in lieu of such bonds in the ordinary course of business trade payables permitted by Section 7.1(l); and --------------- (e) Contingent Obligations of the Borrower securing performance by such Person or any Subsidiary of activities otherwise permissible hereunder; provided, however, that the foregoing exceptions shall not permit any Guarantees by the Borrower in respect of obligations of any other Subsidiary of the Indebtedness of Borrower which obligations do not constitute Indebtedness, provided that each payment under any Person such Contingent Obligations permitted by this clause (e) shall be treated as a loan to a Subsidiary and any such loans to Subsidiaries other than any Subsidiary).Guarantors shall be subject to the limitations set forth in Sections 7.7(f) and (g) hereof. -----------------------