York's execution and delivery of this
Agreement, that are mutually acceptable to Borrower and the Administrative
Agent.
SECTION 5.19
POST-CLOSING MATTERS.
EXECUTE AND DELIVER THE DOCUMENTS
AND COMPLETE THE TASKS SET FORTH BELOW IN SECTION 5.19, IN EACH CASE WITHIN THE
TIME LIMITS SPECIFIED BELOW:
(A)
INSURANCE PREMIUMS.
(I) THE COMPANIES SHALL PAY ALL OUTSTANDING
PREMIUMS DUE TO INSURERS WITH RESPECT TO THE LAUNCH AND IN-ORBIT INSURANCE
POLICIES, (II) FULFILL ANY AND ALL OUTSTANDING INFORMATION REQUESTS FROM THE
INSURERS WITH RESPECT TO SUCH POLICIES DUE PRIOR TO THE LAUNCH OF THE ICO
SATELLITE, AND (III) PROVIDE SATISFACTORY EVIDENCE OF COMPLIANCE WITH CLAUSES
(I) AND (II) TO THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS, IN EACH CASE
WITHIN FIVE BUSINESS DAYS OF THE CLOSING DATE AND, IN ANY EVENT, PRIOR TO THE
LAUNCH OF THE ICO SATELLITE.
(B)
UK DEPOSIT ACCOUNT CONTROL AGREEMENT EQUIVALENT.
BORROWER SHALL
HAVE USED COMMERCIALLY REASONABLE EFFORTS FOR 30 DAYS FOLLOWING THE CLOSING DATE
TO DELIVER TO THE ADMINISTRATIVE AGENT A DULY EXECUTED AND DELIVERED COPY (WITH
AN ORIGINAL TO FOLLOW WITHIN AN ADDITIONAL 5 DAYS) OF AN ACKNOWLEDGMENT TO THE
COLLATERAL AGENT FROM BANK (THE "ACKNOWLEDGMENT TO THE COLLATERAL AGENT FROM
BANK") SUBSTANTIALLY IN THE FORM OF EXHIBIT J.
(C)
INSURANCE CERTIFICATE FROM UK MARSH.
AS SOON AS REASONABLY
PRACTICABLE FOLLOWING THE CLOSING DATE, AND, IN ANY EVENT, WITHIN 15 DAYS (OR AN
ADDITIONAL PERIOD OF 15 DAYS FOLLOWING SUCH DATE IN THE SOLE DISCRETION OF THE
ADMINISTRATIVE AGENT) FOLLOWING THE CLOSING DATE, THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A COPY OF, OR A CERTIFICATE AS TO COVERAGE UNDER, THE INSURANCE
POLICIES ISSUED BY UK MARSH TO THE HOLDINGS AND COVERING ITS SUBSIDIARIES, WHICH
SHALL, TO THE EXTENT REQUIRED BY THE COLLATERAL DOCUMENTS, INCLUDING SECTION 4.4
OF THE SECURITY AND PLEDGE AGREEMENT, BE ENDORSED OR OTHERWISE AMENDED TO
INCLUDE THE EQUIVALENT UNDER THE LAWS OF ENGLAND AND WALES OF A "STANDARD" OR
"NEW YORK" LENDER'S LOSS PAYABLE ENDORSEMENT AND SHALL NAME THE COLLATERAL
AGENT, ON BEHALF OF THE SECURED PARTIES, AS ADDITIONAL INSURED OR THE EQUIVALENT
UNDER THE LAWS OF ENGLAND AND WALES, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
ARTICLE VI
NEGATIVE COVENANTS
Each Company warrants, covenants and agrees with the Agents and each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest and premium (if any) on
each Loan, all Fees and all other expenses or amounts payable under any Loan
Document have been paid in full, no Company will, nor will they cause or permit
any Subsidiaries to:
Section 6.01
Indebtedness.
Incur, create, assume or permit to exist,
directly or indirectly, any Indebtedness, except:
(A)
INDEBTEDNESS INCURRED UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS;
(B)
INDEBTEDNESS OUTSTANDING ON THE CLOSING DATE AND LISTED ON
SCHEDULE 6.01(B);
68
(C)
INDEBTEDNESS UNDER HEDGING OBLIGATIONS UNDER PERMITTED HEDGING
AGREEMENTS, IN EACH CASE ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND NOT
FOR