COVERED SATELLITE (OTHER THAN THE RISKS BORNE BY THE RELEVANT LAUNCH
SERVICES PROVIDER PURSUANT TO ANY LAUNCH RISK GUARANTEE IN ACCORDANCE WITH THE
TERMS OF THE APPLICABLE LAUNCH SERVICES AGREEMENT OR BY THE RELEVANT SATELLITE
MANUFACTURER PURSUANT TO THE TERMS OF THE APPLICABLE SATELLITE PURCHASE
AGREEMENT), INCLUDING FOR PARTIAL LOSS, CONSTRUCTIVE TOTAL LOSS AND TOTAL LOSS,
SUBJECT TO (X) ACCEPTABLE EXCLUSIONS, (Y)
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SUCH OTHER EXCLUSIONS OR LIMITATIONS OF COVERAGE APPLICABLE TO ALL SATELLITES OF
THE SAME MODEL OR RELATING TO SYSTEMIC ANOMALIES AS ARE THEN CUSTOMARY IN THE
SATELLITE INSURANCE MARKET AND AS ARE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, AND (Z) SUCH SPECIFIC EXCLUSIONS APPLICABLE TO THE
PERFORMANCE OF SUCH COVERED SATELLITE AS ARE REASONABLY ACCEPTED BY THE BOARD OF
DIRECTORS IN ORDER TO OBTAIN IN-ORBIT INSURANCE FOR SUCH COVERED SATELLITE FOR A
PRICE THAT IS, AND ON OTHER TERMS AND CONDITIONS THAT ARE, COMMERCIALLY
REASONABLE;
(2)
SHALL BE IN AN AMOUNT NOT LESS THAN 33% OF THE AGGREGATE BOOK
VALUE OF ALL COVERED SATELLITES INSURED IN ACCORDANCE WITH SECTION 9.3(B)(III)
(IT BEING UNDERSTOOD THAT ANY COVERED SATELLITE PROTECTED BY AN IN-ORBIT SPARE
SATELLITE SHALL BE DEEMED TO BE INSURED FOR 100% OF ITS BOOK VALUE) (WITH THE
ALLOCATION OF SUCH INSURANCE AMONG SUCH COVERED SATELLITES BEING IN THE
BORROWER'S DISCRETION); IN THE EVENT ANY LOSS, DAMAGE OR FAILURE AFFECTING A
COVERED SATELLITE OR THE EXPIRATION AND NON-RENEWAL OF AN INSURANCE POLICY FOR A
COVERED SATELLITE RESULTING FROM A CLAIM OF LOSS UNDER SUCH POLICY THAT CAUSES A
FAILURE TO COMPLY WITH THIS CLAUSE (2), THE BORROWER AND ITS RESTRICTED
SUBSIDIARIES SHALL BE DEEMED TO BE IN COMPLIANCE WITH THIS CLAUSE (2) FOR THE
120 DAYS IMMEDIATELY FOLLOWING SUCH LOSS, DAMAGE OR FAILURE OR POLICY
EXPIRATION, PROVIDED THAT THE BORROWER PROCURES SUCH INSURANCE OR IN-ORBIT SPACE
SATELLITE AS NECESSARY TO COMPLY WITH THIS CLAUSE (2) WITHIN SUCH 120 DAY
PERIOD;
(3)
SHALL NAME THE APPLICABLE SATELLITE PURCHASER AS THE NAMED INSURED
AND THE COLLATERAL TRUSTEE AS ADDITIONAL INSURED AND LOSS PAYEE AS ITS INTERESTS
MAY APPEAR (EXCEPT THAT, IN THE CASE OF COVERED SATELLITES THAT ARE FINANCED
WITH INDEBTEDNESS PERMITTED BY SECTION 10.1, SUCH IN-ORBIT INSURANCE SHALL NAME
THE RESPECTIVE HOLDER OF SUCH INDEBTEDNESS, TOGETHER WITH THE COLLATERAL
TRUSTEE, AS LOSS PAYEES AS THEIR INTERESTS MAY APPEAR), PROVIDED THAT (X) IN THE
CASE OF ANY SUCH ENDORSEMENT AS ADDITIONAL INSURED TO BE DELIVERED BY THE
CLOSING DATE, THE ADMINISTRATIVE AGENT MAY CONSENT TO SUCH ENDORSEMENT BEING
DELIVERED AT SUCH LATER DATE AS IT DEEMS APPROPRIATE IN THE CIRCUMSTANCES (Y) IN
THE CASE OF ANY COVERED SATELLITE THAT IS NOT OWNED BY THE BORROWER OR ANY
GUARANTOR OR THAT IS SUBJECT TO A LIEN PERMITTED BY SECTION 10.2(C), (F) OR (G)
AND THE TERMS OF THE INDEBTEDNESS SECURED BY SUCH LIEN PROHIBIT THE ASSIGNMENT
OF, OR GRANTING OF A SECURITY INTEREST IN SUCH COVERED SATELLITE, THE COLLATERAL
TRUSTEE SHALL NOT BE NAMED AS A LOSS PAYEE WITH RESPECT TO SUCH COVERED
SATELLITE;
(4)
SHALL PROVIDE THAT IT WILL