Cross-Guarantees. Each of Industries and Entertainment hereby agrees, upon the request of Micro, to guarantee, for the fees and on the other terms and conditions set forth on Schedule 4.5, (i) indebtedness incurred by Micro pursuant to credit facilities of Micro entered into at or prior to the Effective Time or pursuant to any replacements, refinancings or renewals thereof which do not increase the aggregate amount of the indebtedness guaranteed and are on terms substantially the same as the prior facilities or otherwise reasonably acceptable to Industries and Entertainment, (ii) indebtedness incurred by Micro the proceeds of which are used by Micro to repay indebtedness owing to Industries, Entertainment or their respective Subsidiaries and (iii) amounts payable by Micro under the Master Lease dated as of December 20, 1995 by and between Lease Plan North America, Inc. and Ingram Micro ▇.▇. Commencing at the Effective Time, Micro shall reimburse Entertainment or Industries, as the case may be, for the difference between (x) the actual cost of indebtedness incurred by Entertainment or Industries in connection with any type of financing transaction (up to an amount of such financing equal to the amount of indebtedness guaranteed by Entertainment or Industries, as the case may be), and the amount which such portion of such financing would have cost had all such guarantees been released at such time and (y) any increased cost of existing indebtedness of Industries or Entertainment arising as a result of the failure to have all guarantees released at such time. Each of Entertainment and Industries agrees to give Micro 75 days prior written notice of the incurrence by it of any indebtedness (other than indebtedness incurred pursuant to facilities entered into as of the Effective Time) subject to reimbursement as described above. Such written notice shall set forth the proposed amount of such indebtedness and shall specify the material terms and conditions of such indebtedness being proposed at such time, to the extent known by Entertainment or Industries at the time of such notice. Fees payable to Industries and Entertainment pursuant to Schedule 4.5 for any month shall be allocated between them in accordance with their relative book values as of the end of the prior month.
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Cross-Guarantees. Each of Industries and Entertainment hereby agrees, upon the request of Micro, to guarantee, for the fees and on the other terms and conditions set forth on Schedule 4.5, (i) indebtedness incurred by Micro pursuant to credit facilities of Micro entered into at or prior to the Effective Time or pursuant to any replacements, refinancings or renewals thereof which do not increase the aggregate amount of the indebtedness guaranteed and are on terms substantially the same as the prior facilities or otherwise reasonably acceptable to Industries and Entertainment, (ii) indebtedness incurred by Micro the proceeds of which are used by Micro to repay indebtedness owing to Industries, Entertainment or their respective Subsidiaries and (iii) amounts payable by Micro under the Master Lease dated as of December 20, 1995 by and between Lease Plan North America, Inc. and Ingram Micro ▇.▇. L.P. Commencing at the Effective Time, Micro shall reimburse sha▇▇ ▇▇▇mburse Entertainment or Industries, as the case may be, for the difference between (x) the actual cost of indebtedness incurred by Entertainment or Industries in connection with any type of financing transaction (up to an amount of such financing equal to the amount of indebtedness guaranteed by Entertainment or Industries, as the case may be), and the amount which such portion of such financing would have cost had all such guarantees been released at such time and (y) any increased cost of existing indebtedness of Industries or Entertainment arising as a result of the failure to have all guarantees released at such time. Each of Entertainment and Industries agrees to give Micro 75 days prior written notice of the incurrence by it of any indebtedness (other than indebtedness incurred pursuant to facilities entered into as of the Effective Time) subject to reimbursement as described above. Such written notice shall set forth the proposed amount of such indebtedness and shall specify the material terms and conditions of such indebtedness being proposed at such time, to the extent known by Entertainment or Industries at the time of such notice. Fees payable to Industries and Entertainment pursuant to Schedule 4.5 for any month shall be allocated between them in accordance with their relative book values as of the end of the prior month.
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