Common use of Limitation on Guaranties Clause in Contracts

Limitation on Guaranties. The Company will not, and ------------------------ will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Guaranty except: (a) Guaranties in existence on the date hereof and listed on Schedule IV and Guaranties of any refinancings, refundings, renewals or extensions of the Indebtedness or obligations guaranteed thereby, provided that the -------- amount of such Indebtedness or obligations are not increased; (b) the Subsidiary Guarantees; (c) Guaranties of Indebtedness permitted under clauses (a) through (d) and clauses (g) and (h) of Section 9.05; (d) additional Guaranties in respect of Indebtedness and other obligations not exceeding $50,000,000 at any time outstanding; (e) [reserved]; (f) Guaranties of the Loan Parties in respect of Subordinated Debt, which Guaranties shall have subordination terms acceptable to the Administrative Agent, acting reasonably; (g) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee in respect of the obligations of the Company under the ESOP Guaranty or the obligations of Federal-Mogul Corporation Salaried Employees' Stock Ownership Trust under the ESOP Loan Agreement, provided -------- that each such Guaranty shall provide that when any Subsidiary Guarantor party to such Guaranty is released from its obligations under the Subsidiary Guarantee to which it is a party, such Subsidiary Guarantor shall be released from its obligations under such Guaranty; (h) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee of Indebtedness incurred by the Company in connection with a Bond Offering or under the Indentures; provided, that if any such Guaranty is in -------- connection with a Bond Offering in respect of Subordinated Debt, the Guaranties in respect thereof shall have subordination terms acceptable to the Administrative Agent, acting reasonably; and (i) Guaranties of any Person which becomes a Subsidiary of the Company or is merged with or into the Company after the date of this Agreement; provided that (i) such Guaranty was in existence on the date -------- such Person became a Subsidiary or was merged with or into the Company, (ii) such Guaranty was not created in contemplation of such Person becoming a Subsidiary or merging with or into the Company, (iii) immediately after giving effect to the acquisition of such Person by the Company, no Default or Event of Default shall have occurred and be continuing and (iv) the aggregate amount of Other Permitted Obligations, plus the aggregate amount of all obligations secured by Liens permitted pursuant to Section 9.04(m), shall not at any time exceed in the aggregate for the Company and its Subsidiaries the sum of (A) $250,000,000 plus (B) an amount equal to forty percent (40%) of Consolidated Net Worth (determined as of the most recent fiscal quarter of the Company).

Limitation on Guaranties. The Company will Borrower shall not, and ------------------------ will shall not permit any of its Subsidiaries the Guarantors to, createat any time guarantee, incuror assume, assume be obligated with respect to, or suffer permit to exist be outstanding any Guaranty except: of, any obligation of any other Person other than (a) Guaranties in existence on the date hereof and listed on Schedule IV and Guaranties of under any refinancingsLoan Document, refundings, renewals or extensions of the Indebtedness or obligations guaranteed thereby, provided that the -------- amount of such Indebtedness or obligations are not increased; (b) 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 Subsidiary Guarantees; ordinary course of business of such Borrower Party securing performance by any Borrower Party of activities otherwise permissible hereunder, (c) Guaranties a guaranty by endorsement of Indebtedness permitted under clauses (a) through negotiable instruments for collection in the ordinary course of business, (d) and clauses (g) and (h) of Section 9.05; (d) additional Guaranties in respect of Indebtedness and other the guaranty obligations not exceeding $50,000,000 at any time outstanding; (e) [reserved]; (f) Guaranties of the Loan Parties in respect of Subordinated Debt, which Guaranties shall have subordination terms acceptable to the Administrative Agent, acting reasonably; (g) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee Borrower arising in respect of the obligations of Cubs Guaranty and the Company under the ESOP Guaranty or the obligations of Federal-Mogul Corporation Salaried Employees' Stock Ownership Trust under the ESOP Loan AgreementSportsvision Guaranty, provided -------- that each such Guaranty shall provide that when any Subsidiary Guarantor party to such Guaranty is released from its obligations under the Subsidiary Guarantee to which it is a party, such Subsidiary Guarantor shall be released from its obligations under such Guaranty; (h) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee of Indebtedness incurred by the Company in connection with a Bond Offering or under the Indentures; provided, that if any such Guaranty is in -------- connection with a Bond Offering in respect of Subordinated Debt, the Guaranties in respect thereof shall have subordination terms acceptable to the Administrative Agent, acting reasonably; and (i) Guaranties of any Person which becomes a Subsidiary of the Company or is merged with or into the Company after the date of this Agreement; provided that so long as (i) such Guaranty was obligations do not exceed (x) in existence on the date -------- such Person became a Subsidiary or was merged with or into case of the CompanyCubs Guaranty, $119,250,000, and (y) in the case of the Sportsvision Guaranty, $330,750,000, in each case at any time during the term of this Agreement without the prior written consent of the Arrangers, (ii) such Guaranty was not created in contemplation of such Person becoming a Subsidiary or merging with or into the Companyobligations are unsecured, (iii) immediately after giving effect to the acquisition terms of the Cubs Guaranty and the Sportsvision Guaranty, and the programming rights agreements underlying such Person by Guaranties, do not provide for acceleration of the Companyobligations thereunder, no Default or Event of Default shall have occurred and be continuing and (iv) none of the aggregate terms of the Cubs Guaranty and the Sportsvision Guaranty, and the programming rights agreements underlying such Guaranties, shall be amended or modified during the term of this Agreement, without the prior written consent of the Arrangers, if the effect of such amendment or modification would be to increase the amount of Other Permitted Obligationsthe Borrower’s obligations under either the Cubs Guaranty or the Sportsvision Guaranty, plus (e) Guaranties constituting Investments permitted to be made pursuant to Section 8.2(c), (f) unsecured Guaranties of the Borrower’s obligations in respect of any Authorized Debt Issuance, and (g) those Guaranties described on Schedule 8.6 attached hereto (as such schedule may be amended by the Borrower from time to time), undertaken in the ordinary course of business of the Borrower Parties, including, without limitation, Guaranties issued for purposes of securing (i) programming or transponder rights, (ii) production, sports team and product related arrangements, (iii) affiliation agreements, (iv) advertising representation agreements, marketing and service arrangements, or (v) real estate leases, and extensions, replacements and modifications of the foregoing, provided that the aggregate amount of all obligations secured by Liens permitted pursuant to such Guaranties under this Section 9.04(m), shall not 8.6(g) at any time outstanding does not exceed in the aggregate for the Company and its Subsidiaries the sum of (A) $250,000,000 plus (B) an amount equal to forty percent (40%) of Consolidated Net Worth (determined as of the most recent fiscal quarter of the Company)45,000,000.

Limitation on Guaranties. The Company will Parent and the Borrower shall not, and ------------------------ will shall not permit any of its the Borrower's Subsidiaries to, createat any time Guaranty, incurassume, assume be obligated with respect to, or suffer permit to exist be outstanding any Guaranty except: of, any obligation of any other Person other than: (a) a guaranty by endorsement of negotiable instruments for collection in the ordinary course of business; (b) Guaranties constituting Indebtedness permitted pursuant to Section 7.1 hereof; (c) a may be contained in existence on any Loan Document; and (d) Guaranties by the date hereof Borrower's Subsidiaries (excluding License Subs) and listed on Schedule IV and Guaranties of any refinancings, refundings, renewals or extensions the Parent of the Indebtedness or obligations guaranteed therebySubordinated Debt issued under Section 7.1(g) hereof, provided that neither the -------- amount of Borrower's Subsidiaries nor the Parent may Guaranty such Indebtedness or obligations are not increased; (b) the Subsidiary Guarantees; (c) Guaranties of Indebtedness permitted under clauses (a) through (d) and clauses (g) and (h) of Section 9.05; (d) additional Guaranties in respect of Indebtedness and other obligations not exceeding $50,000,000 at any time outstanding; (e) [reserved]; (f) Guaranties of the Loan Parties in respect of Subordinated Debt, which Guaranties shall have subordination terms acceptable to the Administrative Agent, acting reasonably; (g) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee in respect of the obligations of the Company under the ESOP Guaranty or the obligations of Federal-Mogul Corporation Salaried Employees' Stock Ownership Trust under the ESOP Loan Agreement, provided -------- that each such Guaranty shall provide that when any Subsidiary Guarantor party to such Guaranty is released from its obligations under the Subsidiary Guarantee to which it is a party, such Subsidiary Guarantor shall be released from its obligations under such Guaranty; (h) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee of Indebtedness incurred by the Company in connection with a Bond Offering or under the Indentures; provided, that if any such Guaranty is in -------- connection with a Bond Offering in respect of Subordinated Debt, the Guaranties in respect thereof shall have subordination terms acceptable to the Administrative Agent, acting reasonably; and (i) Guaranties of any Person which becomes a Subsidiary of the Company or is merged with or into the Company after the date of this Agreement; provided that Debt unless (i) such Subsidiaries and the Parent have also Guaranteed the Obligations pursuant to Subsidiary Guaranties or a Parent Guaranty was in existence on the date -------- such Person became a Subsidiary or was merged with or into the CompanyAgreement, respectively, (ii) each such Guaranty was not created in contemplation of such Person becoming a Subordinated Debt is subordinated to such Subsidiary Guaranties or merging with or into such Parent Guaranty Agreement, respectively, on terms no less favorable to the CompanyLenders than the subordination provisions of such Subordinated Debt, and (iii) immediately after giving effect to the acquisition each such Guaranty of such Person by the Company, no Default or Event of Default shall have occurred and be continuing and (iv) the aggregate amount of Other Permitted Obligations, plus the aggregate amount of all obligations secured by Liens permitted pursuant to Section 9.04(m), shall not at any time exceed in the aggregate Subordinated Debt provides for the Company release and its Subsidiaries termination thereof, without action by any party, upon any release and termination (except a release or termination by or as a result of payment in full of the sum of (A) $250,000,000 plus (B) an amount equal to forty percent (40%Obligations) of Consolidated Net Worth (determined as of the most recent fiscal quarter of the Company)such Subsidiary Guaranties or such Parent Guaranty Agreement, respectively."

Limitation on Guaranties. The Company will not, and ------------------------ will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Guaranty except: (a) Guaranties in existence on the date hereof and listed on Schedule IV and Guaranties of any refinancings, refundings, renewals or extensions of the Indebtedness or obligations guaranteed thereby, provided that the -------- amount of such Indebtedness or obligations are not increased, and Guaranties of T & N plc and its Subsidiaries in existence on the date of consummation of the T & N Acquisition; (b) the Subsidiary Guarantees; (c) Guaranties of Indebtedness permitted under clauses (a) through (d) and clauses (gf) and (h) through (j) of Section 9.057.05; (d) additional Guaranties in respect of Indebtedness and other obligations not exceeding $50,000,000 at any time outstanding; (e) [reserved]; (f) Guaranties of the Loan Parties in respect of Subordinated Debt, Debt which Guaranties shall have subordination terms acceptable to the Administrative Agent, acting reasonably; (g) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee in respect of the obligations of the Company under the ESOP Guaranty or the obligations of Federal-Mogul Corporation Salaried Employees' Stock Ownership Trust under the ESOP Loan Agreement, provided -------- that each such Guaranty shall provide that when any Subsidiary Guarantor party to such Guaranty is released from its obligations under the Subsidiary Guarantee to which it is a party, such Subsidiary Guarantor shall be released from its obligations under such Guaranty;; and (h) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee of Indebtedness incurred by the Company in connection with a Bond Offering or under the Indentures; provided, that if any such Guaranty is in -------- connection with a Bond Offering in respect of Subordinated Debt, the Guaranties in respect thereof shall have subordination terms acceptable to the Administrative Agent, acting reasonably; and (i) Guaranties of any Person which becomes a Subsidiary of the Company or is merged with or into the Company after the date of this Agreement; provided that (i) such Guaranty was in existence on the date -------- such Person became a Subsidiary or was merged with or into the Company, (ii) such Guaranty was not created in contemplation of such Person becoming a Subsidiary or merging with or into the Company, (iii) immediately after giving effect to the acquisition of such Person by the Company, no Default or Event of Default shall have occurred and be continuing and (iv) the aggregate amount of Other Permitted Obligations, plus the aggregate amount of all obligations secured by Liens permitted pursuant to Section 9.04(m), shall not at any time exceed in the aggregate for the Company and its Subsidiaries the sum of (A) $250,000,000 plus (B) an amount equal to forty percent (40%) of Consolidated Net Worth (determined as of the most recent fiscal quarter of the Company).

Limitation on Guaranties. The Company will not, and ------------------------ will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Guaranty except: (a) Guaranties in existence on the date hereof and listed on Schedule IV and Guaranties of any refinancings, refundings, renewals or extensions of the Indebtedness or obligations guaranteed thereby, provided that the -------- amount of such Indebtedness or obligations are not increased, and Guaranties of T & N plc and its Subsidiaries in existence on the date of consummation of the T & N Acquisition; (b) the Subsidiary Guarantees; (c) Guaranties of Indebtedness permitted under clauses (a) through (d) and clauses (gf) and (h) through (j) of Section 9.057.05; (d) additional Guaranties in respect of Indebtedness and other obligations not exceeding $50,000,000 at any time outstanding; (e) [reserved]; (f) Guaranties of the Loan Parties in respect of Subordinated Debt, Debt which Guaranties shall have subordination terms acceptable to the Administrative Agent, acting reasonably; (g) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee in respect of the obligations of the Company under the ESOP Guaranty or the obligations of Federal-Mogul Corporation Salaried Employees' Stock Ownership Trust under the ESOP Loan Agreement, provided -------- that each such Guaranty shall provide that when any Subsidiary Guarantor party to such Guaranty is released from its obligations under the Subsidiary Guarantee to which it is a party, such Subsidiary Guarantor shall be released from its obligations under such Guaranty;; and (h) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee of Indebtedness incurred by the Company in connection with a Bond Offering or under the Indentures; provided, that if any such Guaranty is in -------- connection with a Bond Offering in respect of Subordinated Debt, the Guaranties in respect thereof shall have subordination terms acceptable to the Administrative Agent, acting reasonably; and (i) Guaranties of any Person which becomes a Subsidiary of the Company or is merged with or into the Company after the date of this Agreement; provided that (i) such Guaranty was in existence on the date -------- such Person became a Subsidiary or was merged with or into the Company, (ii) such Guaranty was not created in contemplation of such Person becoming a Subsidiary or merging with or into the Company, (iii) immediately after giving effect to the acquisition of such Person by the Company, no Default or Event of Default shall have occurred and be continuing and (iv) the aggregate amount of Other Permitted Obligations, plus the aggregate amount of all obligations secured by Liens permitted pursuant to Section 9.04(m), shall not at any time exceed in the aggregate for the Company and its Subsidiaries the sum of (A) $250,000,000 plus (B) an amount equal to forty percent (40%) of Consolidated Net Worth (determined as of the most recent fiscal quarter of the Company).

Limitation on Guaranties. The Company will Borrower shall not, and ------------------------ will shall not permit any of its Subsidiaries the Guarantors to, createat any time guarantee, incuror assume, assume be obligated with respect to, or suffer permit to exist be outstanding any Guaranty except: of, any obligation of any other Person other than (a) Guaranties in existence on the date hereof and listed on Schedule IV and Guaranties of under any refinancingsLoan Document, refundings, renewals or extensions of the Indebtedness or obligations guaranteed thereby, provided that the -------- amount of such Indebtedness or obligations are not increased; (b) 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 Subsidiary Guarantees; ordinary course of business of such Rainbow Company securing performance by any Rainbow Company of activities otherwise permissible hereunder, (c) Guaranties a guaranty by endorsement of Indebtedness permitted under clauses (a) through negotiable instruments for collection in the ordinary course of business, (d) and clauses (g) and (h) of Section 9.05; (d) additional Guaranties in respect of Indebtedness and other the guaranty obligations not exceeding $50,000,000 at any time outstanding; (e) [reserved]; (f) Guaranties of the Loan Parties in respect of Subordinated Debt, which Guaranties shall have subordination terms acceptable to the Administrative Agent, acting reasonably; (g) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee Borrower arising in respect of the obligations of Cubs Guaranty and the Company under the ESOP Guaranty or the obligations of Federal-Mogul Corporation Salaried Employees' Stock Ownership Trust under the ESOP Loan AgreementSportsvision Guaranty, provided -------- that each such Guaranty shall provide that when any Subsidiary Guarantor party to such Guaranty is released from its obligations under the Subsidiary Guarantee to which it is a party, such Subsidiary Guarantor shall be released from its obligations under such Guaranty; (h) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee of Indebtedness incurred by the Company in connection with a Bond Offering or under the Indentures; provided, that if any such Guaranty is in -------- connection with a Bond Offering in respect of Subordinated Debt, the Guaranties in respect thereof shall have subordination terms acceptable to the Administrative Agent, acting reasonably; and (i) Guaranties of any Person which becomes a Subsidiary of the Company or is merged with or into the Company after the date of this Agreement; provided that so long as (i) such Guaranty was obligations do not exceed in existence on the date -------- such Person became a Subsidiary or was merged with or into aggregate $450,000,000 at any time during the Companyterm of 87 this Agreement without the prior written consent of the Arrangers, (ii) such Guaranty was not created in contemplation of such Person becoming a Subsidiary or merging with or into the Companyobligations are unsecured, (iii) immediately after giving effect to the acquisition terms of the Cubs Guaranty and the Sportsvision Guaranty, and the programming rights agreements underlying such Person by Guaranties, do not provide for acceleration of the Companyobligations thereunder, no Default or Event of Default shall have occurred and be continuing and (iv) none of the aggregate terms of the Cubs Guaranty and the Sportsvision Guaranty, and the programming rights agreements underlying such Guaranties, shall be amended or modified during the term of this Agreement, without the prior written consent of the Arrangers, if the effect of such amendment or modification would be to increase the amount of Other Permitted Obligationsthe Borrower's obligations under either the Cubs Guaranty or the Sportsvision Guaranty, plus (e) the Sterling Digital Guaranty, (f) Guaranties constituting Investments permitted to be made pursuant to Section 8.2(c), and (g) those Guaranties described on SCHEDULE 8.6 attached hereto (as such schedule may be amended by the Borrower from time to time), undertaken in the ordinary course of business of the Rainbow Companies, including, without limitation, Guaranties issued for purposes of securing (i) programming or transponder rights, (ii) production, sports team and product related arrangements, (iii) affiliation agreements, (iv) advertising representation agreements, marketing and service arrangements, or (v) real estate leases, and extensions, replacements and modifications of the foregoing, PROVIDED that the aggregate amount of all obligations secured by Liens permitted pursuant to such Guaranties under this Section 9.04(m), shall not 8.6(g) at any time outstanding does not exceed in the aggregate for the Company and its Subsidiaries the sum of (A) $250,000,000 plus (B) an amount equal to forty percent (40%) of Consolidated Net Worth (determined as of the most recent fiscal quarter of the Company)25,000,000.

Limitation on Guaranties. The Company will Borrower shall not, and ------------------------ will shall not permit any of its Subsidiaries the Guarantors to, createat any time Guaranty, incuror assume, assume be obligated with respect to, or suffer permit to exist be outstanding any Guaranty except: of, any obligation of any other Person other than (a) Guaranties in existence on the date hereof and listed on Schedule IV and Guaranties of under any refinancingsLoan Document, refundings, renewals or extensions of the Indebtedness or obligations guaranteed thereby, provided that the -------- amount of such Indebtedness or obligations are not increased; (b) 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 Subsidiary Guarantees; ordinary course of business of such RMG Company securing performance by any RMG Company of activities otherwise permissible hereunder, (c) Guaranties a guaranty by endorsement of Indebtedness permitted under clauses (a) through negotiable instruments for collection in the ordinary course of business, (d) and clauses (g) and (h) of Section 9.05; (d) additional Guaranties in respect of Indebtedness and other the guaranty obligations not exceeding $50,000,000 at any time outstanding; (e) [reserved]; (f) Guaranties of the Loan Parties in respect of Subordinated Debt, which Guaranties shall have subordination terms acceptable to the Administrative Agent, acting reasonably; (g) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee Borrower arising in respect of the obligations of Cubs Guaranty and the Company under the ESOP Guaranty or the obligations of Federal-Mogul Corporation Salaried Employees' Stock Ownership Trust under the ESOP Loan AgreementSportsvision Guaranty, provided -------- that each such Guaranty shall provide that when any Subsidiary Guarantor party to such Guaranty is released from its obligations under the Subsidiary Guarantee to which it is a party, such Subsidiary Guarantor shall be released from its obligations under such Guaranty; (h) Guaranties by any Subsidiary which is a party to a Subsidiary Guarantee of Indebtedness incurred by the Company in connection with a Bond Offering or under the Indentures; provided, that if any such Guaranty is in -------- connection with a Bond Offering in respect of Subordinated Debt, the Guaranties in respect thereof shall have subordination terms acceptable to the Administrative Agent, acting reasonably; and (i) Guaranties of any Person which becomes a Subsidiary of the Company or is merged with or into the Company after the date of this Agreement; provided that so long as (i) such Guaranty was obligations do not exceed in existence on the date -------- such Person became a Subsidiary or was merged with or into aggregate $450,000,000 at any time during the Companyterm of this Agreement without the prior written consent of the Arrangers, (ii) such Guaranty was not created in contemplation of such Person becoming a Subsidiary or merging with or into the Companyobligations are unsecured, (iii) immediately after giving effect to the acquisition terms of the Cubs Guaranty and the Sportsvision Guaranty, and the programming rights agreements underlying such Person by Guaranties, do not provide for acceleration of the Companyobligations thereunder, no Default or Event of Default shall have occurred and be continuing and (iv) none of the aggregate terms of the Cubs Guaranty and the Sportsvision Guaranty, and the programming rights agreements underlying such Guaranties, shall be amended or modified during the term of this Agreement, without the prior written consent of the Arrangers, if the effect of such amendment or modification would be to increase the amount of Other Permitted Obligationsthe Borrower's obligations under either the Cubs Guaranty or the Sportsvision Guaranty, plus (e) the Janus Guaranty, (f) the Sterling Digital Guaranty, (g) Guaranties constituting Investments permitted to be made pursuant to Section 8.2(c), and (h) those Guaranties described on SCHEDULE 8.6 attached hereto (as such schedule may be amended by the Borrower from time to time), undertaken in the ordinary course of business of the RMG Companies, including, without limitation, Guaranties issued for purposes of securing (i) programming or transponder rights, (ii) production, sports team and product related arrangements, (iii) affiliation agreements, (iv) advertising representation agreements, marketing and service arrangements, or (v) real estate leases, and extensions, replacements and modifications of the foregoing PROVIDED that the aggregate amount of all obligations secured by Liens permitted pursuant to such Guaranties under this Section 9.04(m), shall not 8.6(h) at any time outstanding does not exceed in the aggregate for the Company and its Subsidiaries the sum of (A) $250,000,000 plus (B) an amount equal to forty percent (40%) of Consolidated Net Worth (determined as of the most recent fiscal quarter of the Company)25,000,000.