Common use of Limitation on Issuances of Guarantees of Indebtedness Clause in Contracts

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Loral Space unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary (a "GUARANTOR"), which Guarantee shall (1) be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness and (2) remain in effect for so long as the Guarantee or pledge to secure such other Indebtedness remains in effect. (b) No Guarantor shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to such Guarantor's Guarantee of the Notes on substantially identical terms; provided, however, that no Indebtedness of a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of such Guarantor solely by virtue of being unsecured.

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Loral Space unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the Guarantee of the payment of the Subordinated Notes by such Restricted Subsidiary (a "GUARANTOR"), which Guarantee shall (1) be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness and (2) remain in effect for so long as the Guarantee or pledge to secure such other Indebtedness remains in effect. (b) No Guarantor shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to such Guarantor's Guarantee of the Subordinated Notes on substantially identical terms; provided, however, that no Indebtedness of a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of such Guarantor solely by virtue of being unsecured.

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Loral Space the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary (a "GUARANTOR")Subsidiary, which Guarantee shall (1) be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness and (2) remain in effect for so long as the Guarantee or pledge to secure Indebtedness, unless such other Indebtedness remains is Senior Debt, in effect. (b) No Guarantor shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to such Guarantor's which case the Guarantee of the Notes on substantially identical terms; providedmay be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the preceding sentence, howeverany Note Guarantee of the Notes will provide by its terms that it will be automatically and unconditionally released and discharged if (1) the Company sells or disposes of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that no is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company such that such Guarantor solely by virtue would not be required to provide a Guarantee of being unsecuredthe Notes under this Section 4.17. The form of the Note Guarantee is attached as Exhibit E hereto.

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Loral Space the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary. Each Restricted Subsidiary (that becomes a "GUARANTOR")Guarantor after the Issue Date shall also become a party to the Collateral Documents and the Intercreditor Agreement and shall take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, which Guarantee shall (1) be senior to or pari passu with such the Collateral Agent and the holders of the Notes a perfected and at least third-priority security interest in any Collateral held by the Restricted Subsidiary's Guarantee of or pledge , subject to secure such other Indebtedness and (2) remain in effect for so long as Permitted Liens. Notwithstanding the Guarantee or pledge to secure such other Indebtedness remains in effect. (b) No Guarantor shall incur preceding sentence, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to such Guarantor's Note Guarantee of the Notes on will provide by its terms that it will be automatically and unconditionally released and discharged if (1) the Company sells or disposes of all or substantially identical terms; providedall of the assets of any Guarantor, howeverby way of merger, consolidation or otherwise, (2) the Company sells or disposes of all of the Capital Stock of any Guarantor, or (3) the Company properly designates any Restricted Subsidiary that no is a Guarantor as an Unrestricted Subsidiary or any Guarantor is released from its Guarantees of Indebtedness of a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company such that such Guarantor solely would not be required to provide a Guarantee of the Notes under this Section 4.15. The form of the Note Guarantee is attached as Exhibit B hereto. Upon the release of any Guarantor from its Guarantee, the Liens granted by virtue of being unsecuredsuch Guarantor under the Collateral Documents shall also be released and the Trustee and Collateral Agent shall execute such documents confirming such release as the Company or such Guarantor may request.

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space shall Publishing will not permit any of its Restricted SubsidiariesSubsidiary, directly or indirectly, to Guarantee guarantee, assume or pledge any assets to secure the payment of in any other manner become liable with respect to any Pari Passu Indebtedness of Loral Space or Subordinated Indebtedness unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the this Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the Guarantee a guarantee of the payment of the Notes by such Restricted Subsidiary (a "GUARANTOR"), which Guarantee shall (1) be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness Securities and (2A) remain in effect for so long as if the Guarantee or pledge to secure such other Indebtedness remains in effect. (b) No Guarantor shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Guarantor unless such Indebtedness is also contractually Securities are subordinated in right of payment to such GuarantorIndebtedness, the guarantee under the supplemental indenture shall be subordinated to the same extent as the Securities are subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness of Publishing is by its terms expressly subordinated to the Securities, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's Guarantee guarantee to the same extent as such Indebtedness is subordinated to the Securities. (b) Notwithstanding the foregoing, any guarantee by a Restricted Subsidiary of the Notes on Securities that is provided pursuant to the foregoing paragraph or under the provisions of Section 10.16 may provide by its terms that it shall be automatically and unconditionally released and discharged (i) upon any sale, exchange or transfer, to any Person not an Affiliate of Publishing, of all of Publishing's Capital Stock in, or all or substantially identical terms; providedall the assets of, howeversuch Restricted Subsidiary, that which sale, exchange or transfer is in compliance with this Indenture, (ii) if the Restricted Subsidiary issuing such guarantee ceases to be a Restricted Subsidiary or (iii) upon the release by the holders of the Indebtedness of Publishing described in paragraph (a) above of their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at a time when (A) no Indebtedness of a Guarantor shall be deemed to be contractually subordinated in right Publishing or any Restricted Subsidiary has been guaranteed by such Restricted Subsidiary or (B) the holders of payment to any all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their Guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Guarantor solely by virtue of being unsecuredIndebtedness).

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space The Company shall not cause or permit any of its Restricted SubsidiariesDomestic Subsidiary (which is not a Guarantor), directly or indirectly, to Guarantee guarantee, assume or pledge any assets to secure the payment of in any other manner become liable with respect to any Indebtedness of Loral Space the Company or any Domestic Subsidiary unless such Restricted Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the a Subsidiary Guarantee of the payment Notes on the same terms as the guarantee of such Indebtedness except that (A) such guarantee need not be secured unless required pursuant to Section 5.01 of this Supplemental Indenture and (B) if such Indebtedness is by its terms expressly subordinated to the Notes, any such assumption, guarantee or other liability of such Domestic Subsidiary with respect to such Indebtedness shall be subordinated to such Domestic Subsidiary’s Subsidiary Guarantee of the Notes by at least to the same extent as such Restricted Indebtedness is subordinated to the Notes. The preceding paragraph will not be applicable to any Guarantees of any Domestic Subsidiary given to a bank or trust company or any commercial banking institution that is a member of the U.S. Federal Reserve System (a "GUARANTOR"or any branch, Subsidiary or Affiliate thereof), which Guarantee shall (1) be senior to in connection with the operation of cash management programs established for its benefit or pari passu with such Restricted that of any other Domestic Subsidiary's Guarantee of or pledge to secure such other Indebtedness and (2) remain in effect for so long as the Guarantee or pledge to secure such other Indebtedness remains in effect. (b) No Guarantor Notwithstanding subsection (a) of this Section 5.03, any Subsidiary Guarantee by a Domestic Subsidiary of the Notes shall incur provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon (i) any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s Capital Stock in, or all or substantially all the assets of, such Domestic Subsidiary, which transaction is in compliance with the terms of the Indenture and such Domestic Subsidiary is released from all Guarantees, if any, by it of other Indebtedness of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment the Company or any Domestic Subsidiary, and (ii) with respect to such Guarantor's any Subsidiary Guarantee created after the Issue Date, the release by the holders of the Notes on substantially identical terms; provided, however, that no Indebtedness of a Guarantor shall be the Company described in subsection (a) of this Section 5.03 of their Guarantee by such Domestic Subsidiary (including any deemed to be contractually subordinated release upon payment in right full of payment to any all obligations under such Indebtedness), at such time as (A) no other Indebtedness of the Company has been guaranteed by such Guarantor solely Domestic Subsidiary or (B) the holders of all such other Indebtedness which is guaranteed by virtue such Domestic Subsidiary also release their Guarantee by such Domestic Subsidiary (including any deemed release upon payment in full of being unsecuredall obligations under such Indebtedness).

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space The Company shall not permit any of its Restricted SubsidiariesSubsidiary, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Loral Space unless the Company unless, if such Restricted Subsidiary is not a Subsidiary Guarantor, such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary (a "GUARANTOR")Subsidiary, which Guarantee shall (1) be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness and (2) remain in effect for so long as the Guarantee or pledge to secure unless such other Indebtedness remains is Senior Debt, in effect. (b) No Guarantor shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to such Guarantor's which case the Guarantee of the Notes on substantially identical termsmay be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt; provided, however, the foregoing shall not apply to Indebtedness incurred pursuant to clauses (viii), (xiv) and (xv) of Section 4.09 hereof. Notwithstanding the foregoing, any such Guarantee by a Subsidiary of the Notes shall provide by its terms that no Indebtedness of a Guarantor it shall be deemed to be contractually subordinated in right of payment automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any other Indebtedness Person not an Affiliate of the Company, of all of the Company's stock in, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture. The form of such Guarantor solely by virtue of being unsecured.Guarantee is attached hereto as Exhibit E.

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space The Issuer shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Loral Space the Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the this Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the Guarantee of the payment of the Notes Securities by such Restricted Subsidiary (a "GUARANTORGuarantor"), which Guarantee shall (1) be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness and (2) remain in effect for so long as the Guarantee or pledge to secure such other Indebtedness remains in effect. (b) No Guarantor shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to such Guarantor's Guarantee of the Notes Securities on substantially identical terms; provided, however, that no Indebtedness of a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of such Guarantor solely by virtue of being unsecured.substantially

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space shall Parent will not cause or permit any of its Restricted SubsidiariesSubsidiaries (other than the Guarantors), directly or indirectly, to Guarantee guarantee, assume or pledge in any assets manner become liable with respect to secure the payment of any other Indebtedness of Loral Space the Issuer or a Guarantor unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary (a "GUARANTOR")Subsidiary, which Guarantee shall (1) will be senior to or pari passu with such Restricted Subsidiary's Guarantee ’s guarantee of or pledge to secure such other Indebtedness and (2) remain in effect for so long Indebtedness. Each additional Guarantee will be limited as the Guarantee or pledge necessary to secure such other Indebtedness remains in effect. (b) No Guarantor shall incur any Indebtedness recognize certain defenses generally available to guarantors (including Permitted Debtthose that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding the foregoing, Parent shall not be obligated to cause such Subsidiary to Guarantee the Notes to the extent that is contractually subordinated such Guarantee by such Subsidiary would reasonably be expected to give rise to or result in right a violation of payment applicable law which, in any case, cannot be prevented or otherwise avoided through measures reasonably available to Parent or the Subsidiary or any other Indebtedness liability for the officers, directors or shareholders of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to such Guarantor's Subsidiary. Any additional Guarantee of the Notes on substantially identical terms; provided, however, will automatically and unconditionally be released under the same conditions and circumstances that no Indebtedness the guarantee of a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness will be released, so long as no Default or Event of such Guarantor solely Default would arise as a result and no other Indebtedness is at that time guaranteed by virtue of being unsecuredthe relevant Guarantor.

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space shall The Company will not permit any of its Restricted SubsidiariesSubsidiaries that are not Subsidiary Guarantors, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Loral Space the Company unless (i) such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture to the this Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the a Guarantee of the payment all of the Company's obligations under the Notes by and this Indenture on terms substantially similar to such Restricted Subsidiary (a "GUARANTOR"), which Guarantee shall (1) be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness, except that if such Indebtedness and (2) remain in effect for so long as the Guarantee or pledge to secure such other Indebtedness remains in effect. (b) No Guarantor shall incur any Indebtedness (including Permitted Debt) that is contractually by its express terms subordinated in right of payment to the Notes, any such assumption, Guarantee or other Indebtedness liability of such Guarantor unless Restricted Subsidiary with respect to such Indebtedness is also contractually shall be subordinated in right of payment to such GuarantorRestricted Subsidiary's assumption, Guarantee or other liability with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Note Guarantee until payment in full of the outstanding principal amount of the Notes, together with any premium, accrued and unpaid interest, Additional Amounts and Special Interest, then due and owing; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the Notes on substantially identical terms; providedtime such Person became a Restricted Subsidiary and was not incurred in connection with, howeveror in contemplation of, that no Indebtedness of such Person becoming a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of such Guarantor solely by virtue of being unsecuredRestricted Subsidiary.

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space shall The Company will not permit any of its Restricted SubsidiariesSubsidiary other than the Guarantors, directly or indirectly, to Guarantee guarantee, assume or pledge any assets to secure the payment of in any other manner become liable with respect to any Pari Passu Indebtedness or Subordinated Indebtedness of Loral Space the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the a Guarantee of the payment Securities on the same terms as the guarantee of such Indebtedness except that (A) such guarantee need not be secured unless required pursuant to Section 1011 and (B) if such Indebtedness is by its terms expressly subordinated to the Notes by Securities, any such assumption, guarantee or other liability of such Restricted Subsidiary (a "GUARANTOR"), which Guarantee with respect to such Indebtedness shall (1) be senior subordinated to or pari passu with such Restricted Subsidiary's Guarantee of or pledge the Securities at least to secure the same extent as such other Indebtedness and (2) remain in effect for so long as is subordinated to the Guarantee or pledge Securities pursuant to secure such other Indebtedness remains in effectthe terms of this Indenture. (b) No Guarantor Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary of the Securities shall incur provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, such Subsidiary, which transaction is in compliance with the terms of this Indenture and such Restricted Subsidiary is released from its guarantees of other Indebtedness of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to such Guarantor's Guarantee of the Notes on substantially identical terms; provided, however, that no Indebtedness of a Guarantor shall be deemed to be contractually subordinated in right of payment to Company or any other Indebtedness of such Guarantor solely by virtue of being unsecuredRestricted Subsidiaries.

Limitation on Issuances of Guarantees of Indebtedness. (a) Loral Space The Issuer shall not permit any of its Restricted SubsidiariesSubsidiary, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Loral Space the Issuer, other than Guarantees by any domestic operating Subsidiary with respect to Indebtedness pursuant to the New Revolving Credit Facility, unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture or a supplemental agreement to this Guaranty or a separate Guarantee providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary (a "GUARANTOR")Subsidiary, which Guarantee shall (1) be senior to or pari passu with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness and (2) remain in effect for so long as Indebtedness. Notwithstanding the foregoing, any such Guarantee or pledge to secure such other Indebtedness remains in effect. (b) No Guarantor shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to such Guarantor's Guarantee by a Subsidiary of the Notes on substantially identical terms; provided, however, shall provide by its terms that no Indebtedness of a Guarantor it shall be deemed to be contractually subordinated in right automatically and unconditionally released and discharged upon either (i) the release or discharge of such Guarantee of such Indebtedness, except a discharge by or as a result of payment under such Guarantee, or (ii) any sale, exchange or transfer, to any other Indebtedness Person not an Affiliate of the Issuer, of all of the Issuer's stock in, or all or substantially all the assets of, such Subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture. The form of such Guarantor solely by virtue of being unsecuredGuarantee is attached as Exhibit D hereto.