Common use of Third party guarantees Clause in Contracts

Third party guarantees. (a) Except as provided in paragraph (b) below, no member of the Group may incur or allow to be outstanding any guarantee by such member of the Group or any of its Subsidiaries (other than any Unrestricted Subsidiaries) in respect of any person. (b) Paragraph (a) does not apply to: (i) any guarantee arising under the Transaction Documents or arising pursuant to an indemnity given by KDG or KDVS in favour of the provider of a report prepared in respect of the Existing Facility in connection with that report; (ii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of KDVS to be netted with debit balances of other members of the Group; (iii) the endorsement of negotiable instruments in the ordinary course of trade; (iv) performance bonds guaranteeing performance by an Obligor (not being KDG) under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; (v) guarantees permitted under Clause 19.8 (Financial Indebtedness); (vi) any guarantee (not being in respect of Financial Indebtedness) granted in the ordinary course of trading by an Obligor; (vii) any guarantee given by KDVS or New Regco and subject to the Priority Agreement in respect of Financial Indebtedness under the Indenture Documents or Permitted KDG Debt; (viii) any guarantee given by KDVS or New Regco in respect of any Financial Indebtedness of KDG incurred under the Hedging Documents; (ix) any guarantee not otherwise permitted by this paragraph (b) provided that the aggregate liability under all such guarantees outstanding under this sub-paragraph (when aggregated with the amounts of all loans which are permitted to be made by members of the Group under Clauses 19.15(b)(iv) and (v)) shall not at any time exceed €20,000,000; or (x) any guarantee issued by any member of the Group in respect of the obligations of an Unrestricted Subsidiary, so long as the recourse under that guarantee is limited in recourse to the net proceeds of shares, partnerships or other ownership interests held by a member of the Group in that Unrestricted Subsidiary, or the net proceeds of any debt owed by that Unrestricted Subsidiary to any member of the Group, provided that neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiaries) may guarantee any obligations of KDG (other than the guarantees referred to in sub-paragraph (vii) above).

Third party guarantees. (a) Except as provided in paragraph (b) below, no member of the Group may incur or allow to be outstanding any guarantee by such member of the Group or any of its Subsidiaries (other than any Unrestricted Subsidiaries) in respect of any person. (b) Paragraph (a) does not apply to: (i) any guarantee arising under the Transaction Documents or arising pursuant to an indemnity given by KDG or KDVS in favour of the provider of a report prepared in respect of the Existing Facility in connection with that report; (ii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of KDVS to be netted with debit balances of other members of the Group; (iii) the endorsement of negotiable instruments in the ordinary course of trade; (iv) performance bonds guaranteeing performance by an Obligor (not being KDG) under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; (v) guarantees permitted under Clause 19.8 (Financial Indebtedness); (vi) any guarantee (not being in respect of Financial Indebtedness) granted in the ordinary course of trading by an Obligor; (vii) any guarantee given by KDVS or New Regco and subject to the Priority Agreement in respect of Financial Indebtedness under the Indenture Documents or Permitted KDG Debt; (viii) any guarantee given by KDVS or New Regco in respect of any Financial Indebtedness of KDG incurred under the Hedging Documents; (ix) any guarantee not otherwise permitted by this paragraph (b) provided that the aggregate liability under all such guarantees outstanding under this sub-paragraph (when aggregated with the amounts of all loans which are permitted to be made by members of the Group under Clauses 19.15(b)(iv) and (v)) shall not at any time exceed €20,000,000e20,000,000; or (x) any guarantee issued by any member of the Group in respect of the obligations of an Unrestricted Subsidiary, so long as the recourse under that guarantee is limited in recourse to the net proceeds of shares, partnerships or other ownership interests held by a member of the Group in that Unrestricted Subsidiary, or the net proceeds of any debt owed by that Unrestricted Subsidiary to any member of the Group, provided that neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiaries) may guarantee any obligations of KDG (other than the guarantees referred to in sub-paragraph (vii) above).

Third party guarantees. (a) Except as provided in No Obligor will, and each Obligor will procure that none of its Subsidiaries will, incur or permit to be outstanding, any Financial Indebtedness falling within paragraph (bj) belowof the definition of Financial Indebtedness in Clause 1.1 (Definitions), other than any such Financial Indebtedness: (i) arising under the Finance Documents and, until the first Utilisation Date, the Finance Documents (as defined in the Existing Facility Agreement but excluding the Hedging Documents as defined therein); or (ii) arising in the ordinary course of business of the relevant member of the Group; or (iii) arising out of guarantees of Joint Ventures to the extent permitted by Clause 22.10(b) (Mergers, Acquisitions and Joint Ventures); or (iv) arising out of guarantees and indemnities given by an Obligor in respect of Financial Indebtedness of another Obligor where the Financial Indebtedness guaranteed or indemnified is permitted under the terms of this Agreement; or (v) Group Guarantees entered into or to be entered into in future in respect of members of the Group whose liabilities and losses are already guaranteed by a Group Guarantee as at the date of this Agreement; or (vi) arising out of the guarantees of the High Yield Notes, provided that: (A) no member of the Group which is not a Guarantor may incur or allow to be outstanding guarantee any guarantee by such member of the Group High Yield Notes or any of other amount outstanding under an Indenture Document; and (B) all guarantees given by the Company and its Subsidiaries (including, for the avoidance of doubt, eircom) for the Junior High Yield Notes must be subordinated on the terms set out in the Junior High Yield Indenture, as approved by the Facility Agent under Clause 4.1 (Conditions precedent documents); or (vii) arising out of the eircom Funding Guarantee (as in force at the date of this Agreement or as amended thereafter in accordance with the other than terms of this Agreement and the Intercreditor Agreement) or any Unrestricted SubsidiariesNew eircom Funding Guarantee permitted under the terms of Clause 22.7(a)(xv) (Borrowing and refinancing); or (viii) arising under the documentation entered or to be entered into in relation to the Lease Transactions; or (ix) arising under those guarantees granted (or, in the case of (a) below, to be granted) by eircom in respect of any person. (b) Paragraph (a) does not apply to: (i) any guarantee arising under the Transaction Documents or arising pursuant to an indemnity given by KDG or KDVS in favour of the provider of a report prepared rent and other lease liabilities in respect of the Existing Facility real property transferred by eircom in connection with that report; (ii) any guarantee comprising a netting or set-off arrangement entered into by a member the transfer of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member assets of the Group or of other members of the Group with that Approved Bankbusiness owned by eircom Retail Limited pursuant to an asset purchase agreement dated 23rd May, provided that such arrangement does not permit credit balances of KDVS to be netted with debit balances of other members of the Group; 2003; and (iiib) the endorsement of negotiable instruments in the ordinary course of trade; (iv) performance bonds guaranteeing performance by an Obligor (not being KDG) under any contract (not being lease liabilities in respect of Financial Indebtedness) entered into in the ordinary course of trade; (v) guarantees permitted under Clause 19.8 (Financial Indebtedness); (vi) any guarantee (not being in respect of Financial Indebtedness) granted in the ordinary course of trading by an Obligor; (vii) any guarantee given by KDVS or New Regco a US property between Reckson Operating Partnership L.P. and subject to the Priority Agreement in respect of Financial Indebtedness under the Indenture Documents or Permitted KDG Debt; (viii) any guarantee given by KDVS or New Regco in respect of any Financial Indebtedness of KDG incurred under the Hedging Documents; (ix) any guarantee not otherwise permitted by this paragraph (b) provided that the aggregate liability under all such guarantees outstanding under this sub-paragraph (when aggregated with the amounts of all loans which are permitted to be made by members of the Group under Clauses 19.15(b)(iv) and (v)) shall not at any time exceed €20,000,000Telecom Italia US Ireland; or (x) which (when taken together with the aggregate amount of Financial Indebtedness permitted under Clause 22.7(a)(xvi) (Borrowing and refinancing) above) in aggregate does not exceed €60,000,000 or its equivalent at any guarantee issued by time, and for the avoidance of doubt (and without limitation) paragraphs (i) to (iv) above shall not permit any member Financial Indebtedness falling within paragraph (j) of the Group definition of Financial Indebtedness in Clause 1.1 (Definitions) in respect of any Shareholder Debt or any Financial Indebtedness in respect of which the obligations of an Unrestricted Subsidiary, so long as creditor has used the recourse under that guarantee is limited in recourse to the net proceeds of shares, partnerships or other ownership interests held by a member of the Group in that Unrestricted Subsidiary, or the net proceeds of any debt owed by Shareholder Debt to make that Unrestricted Subsidiary to any member of the Group, provided that neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiaries) may guarantee any obligations of KDG (other than the guarantees referred to in sub-paragraph (vii) above)Financial Indebtedness available.

Third party guarantees. (a) In this Subclause, a "GUARANTEE" includes a guarantee, an indemnity, counter-indemnity or other assurance against loss but excludes, for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entering into on normal commercial terms (other than one related to Financial Indebtedness). (b) Except as provided in paragraph (b) below, no member of the Group may incur or allow to be outstanding any guarantee by such member of the Group or any of its Subsidiaries (other than any Unrestricted Subsidiaries) in respect of any person. (bc) Paragraph (ab) does not apply to: (i) any guarantee arising under the Transaction Documents or arising pursuant to an indemnity given by KDG or KDVS in favour of the provider of a report prepared in respect of the Existing Facility in connection with that reportFinance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with in favour of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of KDVS to be netted with debit balances of other members of the Groupbalances; (iiiiv) the endorsement of negotiable instruments in the ordinary course of trade; (ivv) performance bonds guaranteeing performance by an Obligor (not being KDG) a member of the Group under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; (v) guarantees permitted under Clause 19.8 (Financial Indebtedness)business; (vi) any guarantee (not being in respect indemnity given to a director of Financial Indebtedness) granted in a member of the ordinary course of trading by an ObligorGroup; (vii) any guarantee given by KDVS or New Regco and subject to the Priority Agreement in respect of Financial Indebtedness under the Indenture Documents or Permitted KDG Debt; (viii) any guarantee given by KDVS or New Regco guarantees in respect of any Financial Indebtedness of KDG incurred under the Hedging Documents; (ix) any guarantee not otherwise permitted by this paragraph (b) provided that the aggregate liability under all such guarantees outstanding under this sub-paragraph (when aggregated with the amounts of all loans which are permitted to be made by members of the Group under Clauses 19.15(b)(iv) and (v)) shall not at any time exceed €20,000,000; or (x) any guarantee issued by any member of the Group in respect of which is allowed under this Agreement; or (viii) guarantees where the obligations of an Unrestricted Subsidiary, aggregate amount so long as the recourse under that guarantee is limited in recourse to the net proceeds of shares, partnerships or other ownership interests held guaranteed by a member all members of the Group at any time does not exceed L5,000,000 or its equivalent. (d) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in that Unrestricted Subsidiary, or the net proceeds form and substance satisfactory to it a schedule of any debt owed by that Unrestricted Subsidiary to any member all guarantees of the Group, provided that neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiaries) may guarantee any obligations of KDG (other than the guarantees type referred to in sub-paragraph (viic) above)above outstanding at Closing which evidences that the amount referred to in paragraph (c)(viii) above was not exceeded at Closing and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.

Third party guarantees. (a) In this Subclause, a “guarantee” includes a guarantee, an indemnity, counter-indemnity or other assurance against loss but excludes, for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entering into on normal commercial terms (other than one related to Financial Indebtedness). (b) Except as provided in paragraph (b) below, no member of the Group may incur or allow to be outstanding any guarantee by such member of the Group or any of its Subsidiaries (other than any Unrestricted Subsidiaries) in respect of any person. (bc) Paragraph (ab) does not apply to: (i) any guarantee arising under the Transaction Documents or arising pursuant to an indemnity given by KDG or KDVS in favour of the provider of a report prepared in respect of the Existing Facility in connection with that reportFinance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with in favour of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of KDVS to be netted with debit balances of other members of the Groupbalances; (iiiiv) the endorsement of negotiable instruments in the ordinary course of trade; (ivv) performance bonds guaranteeing performance by an Obligor (not being KDG) a member of the Group under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; (v) guarantees permitted under Clause 19.8 (Financial Indebtedness)business; (vi) any guarantee (not being in respect indemnity given to a director of Financial Indebtedness) granted in a member of the ordinary course of trading by an ObligorGroup; (vii) any guarantee given by KDVS or New Regco and subject to the Priority Agreement in respect of Financial Indebtedness under the Indenture Documents or Permitted KDG Debt; (viii) any guarantee given by KDVS or New Regco guarantees in respect of any Financial Indebtedness of KDG incurred under the Hedging Documents; (ix) any guarantee not otherwise permitted by this paragraph (b) provided that the aggregate liability under all such guarantees outstanding under this sub-paragraph (when aggregated with the amounts of all loans which are permitted to be made by members of the Group under Clauses 19.15(b)(iv) and (v)) shall not at any time exceed €20,000,000; or (x) any guarantee issued by any member of the Group in respect of which is allowed under this Agreement; or (viii) guarantees where the obligations of an Unrestricted Subsidiary, aggregate amount so long as the recourse under that guarantee is limited in recourse to the net proceeds of shares, partnerships or other ownership interests held guaranteed by a member all members of the Group at any time does not exceed £5,000,000 or its equivalent. (d) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in that Unrestricted Subsidiary, or the net proceeds form and substance satisfactory to it a schedule of any debt owed by that Unrestricted Subsidiary to any member all guarantees of the Group, provided that neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiaries) may guarantee any obligations of KDG (other than the guarantees type referred to in sub-paragraph (viic) above)above outstanding at Closing which evidences that the amount referred to in paragraph (c)(viii) above was not exceeded at Closing and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.

Third party guarantees. (a) Except In this Subclause, a guarantee includes any guarantee or an indemnity or other assurance against loss as provided in paragraph well as any agreement to maintain the solvency of any person. (b) below, no No member of the Group may incur or allow to be outstanding any guarantee by such member of the Group or any of its Subsidiaries (other than excluding any Unrestricted Subsidiariesmember of the SPV Group) in respect of the liabilities or obligations of any person. (bc) Paragraph (ab) does not apply to: (i) any guarantee arising under the Transaction Documents or arising pursuant to an indemnity given by KDG or KDVS in favour of the provider of a report prepared in respect of the Existing Facility in connection with that reportSenior Finance Documents; (ii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved BankGroup, provided that such arrangement does not permit credit balances of KDVS Obligors to be netted with debit balances of other members of the GroupGroup which are not Obligors to the extent that loans by Obligors to such members of the Group which are not Obligors (or guarantees by Obligors in respect of their obligations) would not be permitted under Clause 23.14 (Loans out) (and, for the avoidance of doubt, the amount of any such guarantees for such netting or set-off arrangements by an Obligor for the benefit of a non-Obligor will be aggregated with the amount of any relevant loans for the purpose of determining compliance with permitted loan baskets in Clause 23.14 (Loans out)); (iii) the Senior Subordinated Guarantee and any guarantee provided by the Company in favour of Smurfit Kappa Funding with respect to any Financial Indebtedness incurred by Smurfit Kappa Funding to refinance the 2012 Senior Cash Pay Notes; (iv) guarantees in existence on the First Drawdown Date (or any replacement or renewals thereof or any guarantee given by the same members of the Group in respect of any permitted refinancing of the obligations guaranteed by such existing guarantee provided that any limit on the amount guaranteed is not subsequently increased); (v) customary indemnities to purchasers under sale agreements for any disposal that is permitted under Subclause 23.6 (Disposals); (vi) the endorsement of negotiable instruments in the ordinary course of trade; (ivvii) guarantees, indemnities and performance bonds guaranteeing performance by an Obligor (not being KDG) a member of the Group under any contract (not being in respect of a contract incurring Financial Indebtedness) entered into in the ordinary course of trade; (v) guarantees permitted under Clause 19.8 (Financial Indebtedness); (vi) any guarantee (not being in respect business or lease of Financial Indebtedness) granted premises entered into in the ordinary course of trading by an Obligor; (vii) any guarantee given by KDVS or New Regco and subject to the Priority Agreement in respect of Financial Indebtedness under the Indenture Documents or Permitted KDG Debtbusiness; (viii) any guarantee guarantees in respect of the Financial Indebtedness of members of the Group which are Obligors where such Financial Indebtedness is permitted by the terms of this Agreement (but, without prejudice to (iii) above, not being given by KDVS or New Regco in respect of any Financial Indebtedness obligation or liability of KDG incurred SKG plc or the Parent, unless permitted under the Hedging DocumentsClause 23.19 (Holding Companies)); (ix) any guarantee not otherwise guarantees of Joint Ventures to the extent permitted by this paragraph Subclause 23.27 (bJoint Ventures); (x) provided that the aggregate liability under all such guarantees outstanding under this sub-paragraph (when aggregated with the amounts in respect of all third party loans which are permitted to be made directors, officers, managers and consultants employed by members of the Group or pursuant to any employee or management incentive or stock option plan referred to in Subclause 23.15 (Share capital) in an aggregate amount (when aggregated with any loans under Clauses 19.15(b)(ivSubclause 23.14(b)(viii)(A) and (vLoans out)) shall not at any time exceed exceeding €20,000,000; or15,000,000; (xxi) guarantees in favour of the holders of the 2025 Bonds to the extent required by the indenture under which they were issued; (xii) guarantees given in respect of the Bond Refinancing Debt and customary underwriting guarantees and undertakings relating to any guarantee issued Refinancing Bonds; (xiii) guarantees given by any a member of the a Group in respect of the obligations of an Unrestricted Subsidiaryanother member of such Group and would, so long as if it were a loan by that member of the recourse under that guarantee is limited in recourse Group to the net proceeds other member of sharesthat Group, partnerships or other ownership interests held by be permitted under Clause 23.14 (Loans out) (and, for the avoidance of doubt, the amount of any such guarantees will be aggregated with the amount of any relevant loans for the purpose of determining compliance with permitted loan baskets in Clause 23.14 (Loans out)); (xiv) guarantees given to a landlord of a member of the Group in that Unrestricted Subsidiaryrelation to lease agreements entered into in the ordinary course of business including: (A) a guarantee or performance bond given by a member of a Group for the obligations of another member of such Group under such agreements; or (B) a guarantee given by a member of a Group in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or other instrument issued by a bank or financial institution (on normal commercial terms) to support the net proceeds obligations of a member of such Group under such agreements; (xv) guarantees given with the consent of the Facility Agent (acting on the instructions of the Majority Lenders); (xvi) guarantees required pursuant to the transactions described in the Structure Memorandum; (xvii) the agreements made by the Company in the registration rights or purchase agreements relating to the Securities or Bond Refinancing Debt; (xviii) any guarantees granted pursuant to or in connection with a Permitted Receivables Securitisation; (xix) guarantees provided by the Company in relation to its subsidiaries incorporated in Ireland and the Netherlands, in each case solely for the purpose of satisfying, and to the extent required to satisfy, the requirements of Irish and Dutch law which exempt companies from preparing and filing their own audited accounts if such parent company guarantees are filed; (xx) customary indemnities granted in favour of the underwriters on the Approved IPO; and (xxi) guarantees (not being given in respect of any debt owed by that Unrestricted Subsidiary to obligation or liability of any member of the Group, provided that neither KDVS nor Holding Company Group or given in respect of the Smurfit Kappa Funding Loan Agreements) not otherwise permitted by any of its Subsidiaries (the other than paragraphs where the aggregate liability actual or contingent of members of the Group does not exceed €40,000,000 at any Unrestricted Subsidiaries) may guarantee any obligations of KDG (other than the guarantees referred to in sub-paragraph (vii) above)time.

Third party guarantees. (a) Except as provided in No Obligor will, and each Obligor will procure that none of its Subsidiaries will, incur or permit to be outstanding, any Financial Indebtedness falling within paragraph (bj) belowof the definition of Financial Indebtedness in Clause 1.1 (Definitions), other than any such Financial Indebtedness: (i) arising under the Finance Documents; or (ii) arising in the ordinary course of business of the relevant member of the Group; or (iii) arising out of guarantees of Joint Ventures to the extent permitted by Clause 22.11 (Mergers, Acquisitions and Joint Ventures); or (iv) arising out of guarantees and indemnities given by an Obligor in respect of Financial Indebtedness of another Obligor where the Financial Indebtedness guaranteed or indemnified is permitted under the terms of this Agreement; or (v) Group Guarantees entered into or to be entered into in future in respect of members of the Group whose liabilities and losses are already guaranteed by a Group Guarantee as at the date of this Agreement; or (vi) arising out of the guarantees of the High Yield Notes, provided that: (A) no member of the Group which is not a Guarantor may incur or allow to be outstanding guarantee any guarantee by such member of the Group High Yield Notes or any of other amount outstanding under an Indenture Document; and (B) all guarantees given by the Company and its Subsidiaries (other than including, for the avoidance of doubt, eircom) for the Junior High Yield Notes must be subordinated on the terms set out in the Junior High Yield Indenture, as approved by the Facility Agent under Clause 4.1 (Conditions precedent documents); or (vii) arising out of the eircom Funding Guarantee; or (viii) arising under the documentation entered into in relation to those finance leases, related transactions and the financing thereof (including any Unrestricted Subsidiariesletters of credit and reimbursement agreements or their replacements) identified in Schedule 6; or (ix) arising under those guarantees granted by eircom in respect of any person. (b) Paragraph (a) does not apply to: (i) any guarantee arising under the Transaction Documents or arising pursuant to an indemnity given by KDG or KDVS in favour of the provider of a report prepared rent and other lease liabilities in respect of the Existing Facility in connection with that report; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Building; and (ii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of KDVS to be netted with debit balances of other members of the Group; (iiib) the endorsement of negotiable instruments in the ordinary course of trade; (iv) performance bonds guaranteeing performance by an Obligor (not being KDG) under any contract (not being lease liabilities in respect of Financial Indebtedness) entered into in the ordinary course of trade; (v) guarantees permitted under Clause 19.8 (Financial Indebtedness); (vi) any guarantee (not being in respect of Financial Indebtedness) granted in the ordinary course of trading by an Obligor; (vii) any guarantee given by KDVS or New Regco a US property between Reckson Operating Partnership L.P. and subject to the Priority Agreement in respect of Financial Indebtedness under the Indenture Documents or Permitted KDG Debt; (viii) any guarantee given by KDVS or New Regco in respect of any Financial Indebtedness of KDG incurred under the Hedging Documents; (ix) any guarantee not otherwise permitted by this paragraph (b) provided that the aggregate liability under all such guarantees outstanding under this sub-paragraph (when aggregated with the amounts of all loans which are permitted to be made by members of the Group under Clauses 19.15(b)(iv) and (v)) shall not at any time exceed €20,000,000Telecom Italia US Ireland; or (x) which (when taken together with the aggregate amount of Financial Indebtedness permitted under Clause 22.7(a)(xvi) above) in aggregate does not exceed €20,000,000 or its equivalent at any guarantee issued by time, and for the avoidance of doubt (and without limitation) paragraphs (i) to (iv) above shall not permit any member Financial Indebtedness falling within paragraph (j) of the Group definition of Financial Indebtedness in Clause 1.1 in respect of any Investor Debt or any Financial Indebtedness in respect of which the obligations of an Unrestricted Subsidiary, so long as creditor has used the recourse under that guarantee is limited in recourse to the net proceeds of shares, partnerships or other ownership interests held by a member of the Group in that Unrestricted Subsidiary, or the net proceeds of any debt owed by Investor Debt to make that Unrestricted Subsidiary to any member of the Group, provided that neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiaries) may guarantee any obligations of KDG (other than the guarantees referred to in sub-paragraph (vii) above)Financial Indebtedness available.

Third party guarantees. (a) In this Subclause, a "guarantee" includes a guarantee, an indemnity, counter-indemnity or other assurance against loss but excludes, for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entering into on normal commercial terms (other than one related to Financial Indebtedness). (b) Except as provided in paragraph (b) below, no member of the Group may incur or allow to be outstanding any guarantee by such member of the Group or any of its Subsidiaries (other than any Unrestricted Subsidiaries) in respect of any person. (bc) Paragraph (ab) does not apply to: (i) any guarantee arising under the Transaction Documents or arising pursuant to an indemnity given by KDG or KDVS in favour of the provider of a report prepared in respect of the Existing Facility in connection with that reportFinance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with in favour of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of KDVS to be netted with debit balances of other members of the Groupbalances; (iiiiv) the endorsement of negotiable instruments in the ordinary course of trade;; -------------------------------------------------------------------------------- (ivv) performance bonds guaranteeing performance by an Obligor (not being KDG) a member of the Group under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; (v) guarantees permitted under Clause 19.8 (Financial Indebtedness)business; (vi) any guarantee (not being in respect indemnity given to a director of Financial Indebtedness) granted in a member of the ordinary course of trading by an ObligorGroup; (vii) any guarantee given by KDVS or New Regco and subject to the Priority Agreement in respect of Financial Indebtedness under the Indenture Documents or Permitted KDG Debt; (viii) any guarantee given by KDVS or New Regco guarantees in respect of any Financial Indebtedness of KDG incurred under the Hedging Documents; (ix) any guarantee not otherwise permitted by this paragraph (b) provided that the aggregate liability under all such guarantees outstanding under this sub-paragraph (when aggregated with the amounts of all loans which are permitted to be made by members of the Group under Clauses 19.15(b)(iv) and (v)) shall not at any time exceed €20,000,000; or (x) any guarantee issued by any member of the Group in respect of which is allowed under this Agreement; or (viii) guarantees where the obligations of an Unrestricted Subsidiary, aggregate amount so long as the recourse under that guarantee is limited in recourse to the net proceeds of shares, partnerships or other ownership interests held guaranteed by a member all members of the Group at any time does not exceed (pound)5,000,000 or its equivalent. (d) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in that Unrestricted Subsidiary, or the net proceeds form and substance satisfactory to it a schedule of any debt owed by that Unrestricted Subsidiary to any member all guarantees of the Group, provided that neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiaries) may guarantee any obligations of KDG (other than the guarantees type referred to in sub-paragraph (viic) above)above outstanding at Closing which evidences that the amount referred to in paragraph (c)(viii) above was not exceeded at Closing and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.

Third party guarantees. (a) In this Subclause, a "guarantee" includes a guarantee, an indemnity, counter-indemnity or other assurance against loss, but excludes for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entered into on normal commercial terms (other than one related to Financial Indebtedness). (b) Except as provided in paragraph (b) below, no member of the Group may incur or allow to be outstanding any guarantee by such member of the Group or any of its Subsidiaries (other than any Unrestricted Subsidiaries) in respect of any person. (bc) Paragraph (ab) does not apply to: (i) any guarantee arising under the Transaction Documents or arising pursuant to an indemnity given by KDG or KDVS in favour of the provider of a report prepared in respect of the Existing Facility in connection with that reportSenior Finance Documents; (ii) any guarantee arising under the Hive-Down Agreements; (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with in favor of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of KDVS to be netted with debit balances of other members of the Groupbalances; (iiiiv) the endorsement of negotiable instruments in the ordinary course of trade; (ivv) performance bonds guaranteeing performance by an Obligor (not being KDG) a member of the Group under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; (v) guarantees permitted under Clause 19.8 (Financial Indebtedness)business; (vi) any guarantee (not being in respect indemnity given to a director of Financial Indebtedness) granted in a member of the ordinary course of trading by an ObligorGroup; (vii) any guarantee given by KDVS or New Regco and subject to the Priority Agreement in respect of Financial Indebtedness under the Indenture Documents or Permitted KDG Debt; (viii) any guarantee given by KDVS or New Regco guarantees in respect of any Financial Indebtedness of KDG incurred under the Hedging Documents; (ix) any guarantee not otherwise permitted by this paragraph (b) provided that the aggregate liability under all such guarantees outstanding under this sub-paragraph (when aggregated with the amounts of all loans which are permitted to be made by members of the Group under Clauses 19.15(b)(iv) and (v)) shall not at any time exceed €20,000,000; or (x) any guarantee issued by any member of the Group in respect of which is allowed under the obligations of an Unrestricted Subsidiary, Bridge Finance Documents; or (viii) guarantees where the aggregate amount so long as the recourse under that guarantee is limited in recourse to the net proceeds of shares, partnerships or other ownership interests held guaranteed by a member all members of the Group in at any time does not exceed (pound)5,000,000 or its equivalent. (d) The Company shall procure that Unrestricted Subsidiary, or the net proceeds of any debt owed by that Unrestricted Subsidiary to any member within one month of the Group, provided that neither KDVS nor any Effective Date there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of its Subsidiaries (other than any Unrestricted Subsidiaries) may guarantee any obligations all guarantees of KDG (other than the guarantees type referred to in sub-paragraph (viic) above)above outstanding at the Effective Date which evidences that the amount -------------------------------------------------------------------------------- referred to in paragraph (c)(viii) above was not exceeded at the Effective Date and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.