Common use of Future Guarantors Clause in Contracts

Future Guarantors. The Borrower shall not permit any of its Restricted Subsidiaries (other than a Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower or any other Restricted Subsidiary of the Borrower other than: (x) Indebtedness Incurred pursuant to the Non-Guarantor Exception and (y) Permitted Debt of a Restricted Subsidiary of the Borrower, unless such Subsidiary executes and delivers to the Administrative Agent a Guarantee substantially in the form of Exhibit A (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the Loans. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer that is a Subsidiary Guarantor other than: : (xa) Indebtedness Incurred pursuant to the Non-Guarantor Exception and and (yb) Permitted Debt of a Restricted Subsidiary of the BorrowerIssuer, unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A EXHIBIT D (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than any License Subsidiary in connection with any guarantee of any Credit AgreementFinancing) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer (other than: than (x1) Indebtedness Incurred pursuant to the Non-Guarantor Exception and (y2) Permitted Debt of a Restricted Subsidiary of the BorrowerIssuer), unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A D (together with such opinions or certificates reasonably requested required by this Indenture in connection therewith) and, if required by any Security Document, a joinder to any such Security Document, pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to corporate benefit, fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower or any other Restricted Subsidiary of the Borrower other than: (xa) Indebtedness Incurred pursuant to the Non-Guarantor Exception and and (yb) Permitted Debt of a Restricted Subsidiary of the Borrower, Issuer unless such Subsidiary executes and delivers to the Administrative Agent a Guarantee substantially in the form of Exhibit A (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the Loans. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any the Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer (other than: than (x1) Indebtedness Incurred pursuant to the Non-Guarantor Exception and (y2) Permitted Debt of a Restricted Subsidiary of the BorrowerIssuer), unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A B (together with such opinions or certificates reasonably requested required by this Indenture in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the such Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to corporate benefit, fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than any License Subsidiary in connection with any guarantee of any the Credit AgreementAgreement and the Eurobond Notes) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer other than: : (xa) Indebtedness Incurred pursuant to the Non-Guarantor Exception and and (yb) Permitted Debt of a Restricted Subsidiary of the BorrowerIssuer, unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A EXHIBIT J (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer (other than: than (x1) Indebtedness Incurred pursuant to the Non-Guarantor Exception and (y2) Permitted Debt of a Restricted Subsidiary of the Borrower, Issuer) unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A D (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to corporate benefit, fraudulent conveyance, financial assistance conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any the Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer that is a Subsidiary Guarantor other than: : (xa) Indebtedness Incurred pursuant to the Non-Guarantor Exception and and (yb) Permitted Debt of a Restricted Subsidiary of the BorrowerIssuer, unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A D (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than any License Subsidiary in connection with any guarantee of any the Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer other than: : (xa) Indebtedness Incurred pursuant to the Non-Guarantor Exception and and (yb) Permitted Debt of a Restricted Subsidiary of the BorrowerIssuer, unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A J (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Parents or Restricted Subsidiaries (other than a Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower or Issuer (other than any other Restricted Subsidiary Indebtedness of the Borrower other than: (x) Issuer constituting guarantee obligations in respect of Indebtedness Incurred pursuant to of Intelsat Xxxxxxx and its Restricted Subsidiaries, so long as Incurrence of such Indebtedness by Intelsat Xxxxxxx and its Restricted Subsidiaries is permitted under the Non-Guarantor Exception and (y) Permitted Debt terms of a Restricted Subsidiary of the Borrowerthis Indenture), unless such Parent or Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee guarantee or a supplemental indenture substantially in the form of Exhibit A B (together with such opinions or certificates reasonably requested required by this Indenture in connection therewith) ), pursuant to which such Parent or Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to corporate benefit, fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any the Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer (other than: than (x1) Indebtedness Incurred pursuant to the Non-Guarantor Exception and (y2) Permitted Debt of a Restricted Subsidiary of the BorrowerIssuer), unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A B (together with such opinions or certificates reasonably requested required by this Indenture in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to corporate benefit, fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer (other than: than (x1) Indebtedness Incurred pursuant to the Non-Guarantor Exception and (y2) Permitted Debt of a Restricted Subsidiary of the Borrower, Issuer) unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A D (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer that is a Subsidiary Guarantor (other than: than (x1) Indebtedness Incurred pursuant to the Non-Guarantor Exception and (y2) Permitted Debt of a Restricted Subsidiary of the Borrower, Issuer) unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A D (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower shall not permit any of its cause each Restricted Subsidiaries Subsidiary that is a Domestic Subsidiary (other than unless such Subsidiary is a Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than any License Subsidiary in connection with any guarantee of any Credit AgreementSubsidiary) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of guarantees any Indebtedness of the Borrower or any other Restricted Subsidiary of the Borrower other than: (x) Indebtedness Incurred pursuant to the Non-Guarantor Exception execute and (y) Permitted Debt of a Restricted Subsidiary of the Borrower, unless such Subsidiary executes and delivers deliver to the Administrative Agent a Guarantee substantially in the form of Exhibit A (together with such opinions or certificates reasonably requested in connection therewith) guarantee pursuant to which such Subsidiary will guarantee payment of the Loans. Each Guarantee shall guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guaranteeguarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Notwithstanding the foregoing, in the event any Restricted Subsidiary rendering a guarantee of the Loans is released and discharged in full from all of its obligations under the guarantees of such other Indebtedness of the Borrower, then the guarantee of the Loans by such Restricted Subsidiary shall by automatically and unconditionally released or discharged. The guarantee by any Restricted Subsidiary of Indebtedness of another Restricted Subsidiary at the time that such Indebtedness is also guaranteed by the Borrower shall not constitute a guarantee of Indebtedness of the Borrower.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any the Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer (other than: than (x1) Indebtedness Incurred pursuant to the Non-Guarantor Exception and (y2) Permitted Debt of a Restricted Subsidiary of the BorrowerIssuer), unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A D (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to corporate benefit, fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any the Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer (other than: than (x1) Indebtedness Incurred pursuant to the Non-Guarantor Exception and (y2) Permitted Debt of a Restricted Subsidiary of the Borrower, Issuer) unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A G (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to corporate benefit, fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower shall not permit any of its Restricted Subsidiaries (other than a (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than (ii) any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower or any other Restricted Subsidiary of the Borrower other than: (xa) Indebtedness Incurred pursuant to the Non-Guarantor Exception and and (yb) Permitted Debt of a Restricted Subsidiary of the Borrower, unless such Subsidiary executes and delivers to the Administrative Agent a Guarantee substantially in the form of Exhibit A (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the Loans. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Future Guarantors. The Borrower Issuer shall not permit any of its Restricted Subsidiaries (other than a Receivables Subsidiary formed in connection with a Qualified Receivables Financing and other than any License Subsidiary in connection with any guarantee of any the Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower Issuer or any other Restricted Subsidiary of the Borrower Issuer other than: : (xa) Indebtedness Incurred pursuant to the Non-Guarantor Exception and and (yb) Permitted Debt of a Restricted Subsidiary of the BorrowerIssuer, unless such Subsidiary executes and delivers to the Administrative Agent Trustee a Guarantee or a supplemental indenture substantially in the form of Exhibit A J (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the LoansNotes. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally.