OR THE IMPOSITION OF ANY
FINES, FORFEITURES OR OTHER ADMINISTRATIVE ACTIONS BY THE FCC OR ANY OTHER
GOVERNMENTAL AUTHORITY WITH RESPECT TO ANY OPERATIONS OF THE BORROWER AND ITS
SUBSIDIARIES, WHICH IN ANY CASE COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
18.23
SATELLITES
(A)
ALL SATELLITES ARE OWNED BY THE BORROWER OR
A SUBSIDIARY THAT IS AN OBLIGOR.
(B)
SCHEDULE 16 (SATELLITES) ACCURATELY AND
COMPLETELY LISTS AS OF THE DATE OF THIS AGREEMENT, THE FLIGHT MODEL NUMBER OF
EACH OF THE SATELLITES OWNED BY THE BORROWER AND ITS SUBSIDIARIES, AND FOR EACH
SATELLITE WHETHER IT IS OPERATIONAL IN-ORBIT OR SPARE IN-ORBIT.
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18.24
DELAY IN CONSTRUCTION / LAUNCH SLOT
As of the date of this Agreement, the Borrower is not aware:
(A)
OF ANY DELAY WHICH HAS A DURATION EXCEEDING
THREE (3) MONTHS, TO THE CONSTRUCTION AND SCHEDULED DELIVERY DATES OF THE
SATELLITES UNDER THE SATELLITE CONSTRUCTION CONTRACT (AS DELIVERED PURSUANT TO
SCHEDULE 2 (CONDITIONS PRECEDENT)); AND
(B)
OF ANY EVENT WHICH COULD REASONABLY BE
EXPECTED TO RESULT IN THE LAST LAUNCH OCCURRING LATER THAN THE FOURTH FISCAL
QUARTER OF 2010.
18.25
PARI PASSU RANKING
Each Obligor's payment obligations under the Finance Documents rank at least
pari passu with the claims of all its unsecured and unsubordinated creditors,
except for obligations mandatorily preferred by law applying to companies
generally.
18.26
OFAC
(A)
NONE OF THE BORROWER, ANY SUBSIDIARY OF THE
BORROWER OR ANY AFFILIATE OF THE BORROWER:
(I)
IS A SANCTIONED PERSON;
(II)
HAS MORE THAN TEN PER CENT. (10%) OF ITS
ASSETS IN SANCTIONED ENTITIES; OR
(III)
DERIVES MORE THAN TEN PER CENT. (10%) OF ITS
OPERATING INCOME FROM INVESTMENTS IN, OR TRANSACTIONS WITH SANCTIONED PERSONS OR
SANCTIONED ENTITIES.
(B)
THE PROCEEDS OF ANY LOAN WILL NOT BE USED
AND HAVE NOT BEEN USED TO FUND ANY OPERATIONS IN, FINANCE ANY INVESTMENTS OR
ACTIVITIES IN, OR MAKE ANY PAYMENTS TO, A SANCTIONED PERSON OR A SANCTIONED
ENTITY.
18.27
GOVERNING LAW AND ENFORCEMENT
(A)
SUBJECT TO THE RESERVATIONS, THE CHOICE OF
GOVERNING LAW OF THE FINANCE DOCUMENTS WILL BE RECOGNISED AND ENFORCED IN ITS
JURISDICTION OF INCORPORATION.
(B)
SUBJECT TO THE RESERVATIONS, ANY JUDGMENT
OBTAINED IN RELATION TO A FINANCE DOCUMENT IN THE JURISDICTION OF THE GOVERNING
LAW OF THAT FINANCE DOCUMENT WILL BE RECOGNISED AND ENFORCED IN ITS JURISDICTION
OF INCORPORATION.
18.28
NO FILING OR STAMP TAXES
Under:
(A)
THE LAWS OF THE BORROWER'S OR ANY OF ITS
SUBSIDIARIES JURISDICTION OF INCORPORATION; AND
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(B)
THE FEDERAL LAWS OF THE UNITED STATES,
it is not necessary that the Finance Documents be filed, recorded or enrolled
with any court or other authority in that jurisdiction or that any stamp,
registration, notarial or similar Taxes or fees be paid on or in relation to the
Finance Documents or the transactions contemplated by the Finance Documents
other than:
(I)
DELIVERY OF PROPER FINANCING STATEMENTS
(FORM UCC-1 OR SUCH OTHER FINANCING STATEMENTS OR SIMILAR NOTICES AS SHALL BE
REQUIRED BY APPLICABLE LAW) FULLY EXECUTED FOR FILING UNDER THE