ÀÖÌìÌÃappÏÂÔØ

The Guaranties.ÌýSubject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture.

The Guaranties.ÌýIn order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Prologis from the proceeds of the Loans and the issuance of the Letters of Credit, Prologis hereby absolutely, irrevocably and unconditionally guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Affiliate Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Affiliate Borrower. If any of the Guaranteed Obligations of such Affiliate Borrowers to any Agent and/or any Lender becomes due and payable hereunder, Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Affiliate Borrowers), then and in such event Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Affiliate Borrower, and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranties.ÌýSubject to the provisions of this Article, each Guarantor that executes this Indenture or a supplemental indenture in the form attached hereto as Exhibit B hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under this Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.

The Guaranties.ÌýEach party's entry into this Agreement is expressly conditioned upon the contemporaneous execution and delivery to PanAmSat of the several guaranties of Televisa, News and TINTA (the "Original Guarantors") in the form set out in Appendix L. If said Guaranties are not executed and delivered to PanAmSat on the date of this Agreement, this Agreement shall be null and void. PanAmSat agrees that, if the [*] in Customer is [] PanAmSat shall, subject to PanAmSat's prior written consent, not to be unreasonably withheld, conditioned or delayed, allow the [**] to reflect their interests by substituting for the [] the guarantees of [***] (so that [*** ***] obligations of Customer under this Agreement), provided that the [**] are of [***] (as of the date hereof) and provide PanAmSat with their guaranties in the form set out in Appendix K. PanAmSat acknowledges and agrees that the guarantors under this Section 17.1 are third party beneficiaries of the provisions of this Section 17.1 regarding adjustments to guaranteed amounts and are entitled to enforce said provisions directly against PanAmSat. [***] Filed separately with the Commission pursuant to a request for confidential treatment.

The Guaranties.ÌýSubject to the provisions of this Article X, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Fundamental Change Offer or acceleration, or otherwise) of the principal of, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuer under the Indenture. Upon failure by the Issuer to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture.

The Guaranties.Ìý89 SECTION 10.02.

The Guaranties.ÌýSubject to Section 2.03, the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably guaranty to the Banks and the Agent and to each of them, the due and punctual payment of all Guarantied Obligations as and when the same shall become due and payable, whether at maturity, by declaration or otherwise, according to the terms thereof. In case of failure by the Borrower punctually to pay any indebtedness guarantied hereby, the Subsidiary Guarantors, subject to Section 2.03, hereby jointly, severally and, to the extent permitted by law, unconditionally agree to make such payment punctually as and when the same shall become due and payable, whether at maturity, or by demand, declaration, acceleration or otherwise.

The Guaranties.ÌýOn the terms and subject to the conditions set forth herein, the obligations of the Company under this Agreement and the Notes will be unconditionally and irrevocably guaranteed by Subsidiaries of the Parent (each being a “Guarantorâ€� and collectively, the “Guarantors,â€� which terms shall include at any time each Original Guarantor and each other Subsidiary of the Parent that hereafter executes and delivers a Guaranty pursuant to Section 9.7 or Section 9.8(b) but shall exclude at such time any Original Guarantor or other Subsidiary or other Person theretofore released from its obligations as a Guarantor pursuant to Section 9.7), pursuant to a Guaranty of such Guarantor (as amended, restated or otherwise modified from time to time) substantially in the form of Schedule 1.2 (individually, a “Guarantyâ€� and collectively, the “Guarantiesâ€�, which terms shall include at any time each Guaranty executed and delivered at the Closing pursuant to Section 4.12 or thereafter pursuant to Section 9.7 or Section 9.8).

The Guaranties.ÌýIn determining the amount of investments, loans, advances and guarantees permitted under this Section, investments shall always be taken at the original cost thereof (regardless of any subsequent appreciation or depreciation therein); loans and advances shall be taken at the principal amount thereof then remaining unpaid; and guarantees shall be taken at the amount of obligations guaranteed thereby.

The GuarantiesÌýthe Collateral Agreement Collateral (as hereinafter defined); and