TESTS AND CONFIRMATORY AUDITS OF THE PROPELLANT OR
BI-PROPELLANT STATUS AND THE AVAILABLE SATELLITE OPERATIONAL CAPABILITY OF THE
COMPANY SATELLITES (AND SHALL PERMIT THE BUYERS TO OBSERVE SUCH TESTS AND
AUDITS); PROVIDED, HOWEVER, THAT ANY SUCH TESTING, AUDITS AND ACCESSING OR
FURNISHING OF INFORMATION (OTHER THAN TESTING CONDUCTED PURSUANT TO
SECTION 6.2(B)) SHALL BE CONDUCTED AT THE BUYERS' EXPENSE, DURING NORMAL
BUSINESS HOURS, UNDER THE SUPERVISION OF THE COMPANY'S PERSONNEL AND IN SUCH A
MANNER AS NOT TO INTERFERE WITH THE NORMAL OPERATIONS OF THE COMPANY AND ITS
SUBSIDIARIES OR WITH THE OPERATION OR USE (INCLUDING BY THE COMPANY'S CUSTOMERS)
OF THE COMPANY SATELLITES OR RISK HARM TO THEM; AND, PROVIDED, FURTHER, THAT
EXCEPT AS PROVIDED IN SECTION 6.2(B) BELOW, NOTHING HEREIN, INCLUDING ANY
CONSENT THAT MAY BE GIVEN BY THE COMPANY FOR THE CONDUCT OF PARTICULAR TESTS OR
AUDITS, SHALL BE DEEMED TO BIND THE COMPANY OR ANY SELLER TO ANY CONCLUSION THAT
EITHER ANY BUYER OR CONSULTANT MAY DERIVE FROM SUCH TESTING OR AUDITS.
TO THE
EXTENT PERMITTED BY APPLICABLE UNITED STATES EXPORT CONTROL LAWS, THE COMPANY
AND THE SELLERS SHALL BE PROVIDED WITH ALL COPIES OF INSTRUCTIONS, DESCRIPTIONS
OF METHODOLOGY TO BE PERFORMED, TEST AND AUDIT RESULTS, ALL DRAFT INSTRUCTIONS,
METHODOLOGIES, REPORTS AND ANY OTHER DOCUMENTS PREPARED BY ANY BUYER OR ANY
CONSULTANT WITH REGARD TO SUCH TESTS AND AUDITS. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, NEITHER COMPANY NOR ITS SUBSIDIARIES SHALL BE
REQUIRED TO DISCLOSE ANY INFORMATION TO THE BUYERS OR THEIR REPRESENTATIVES IF
SUCH DISCLOSURE WOULD, IN THE OPINION OF OUTSIDE COUNSEL FOR THE COMPANY,
(I) JEOPARDIZE ANY ATTORNEY-CLIENT OR OTHER LEGAL PRIVILEGE OR (II) VIOLATE ANY
APPLICABLE LAWS, FIDUCIARY DUTY OR BINDING AGREEMENT ENTERED INTO PRIOR TO THE
DATE HEREOF.
(B)
SUBJECT TO THE PROVISIONS OF
SECTION 6.2(A) ABOVE, THE COMPANY SHALL, WITHIN 10 BUSINESS DAYS OF THE
EXECUTION DATE, RETAIN AN APPROVED CONSULTANT TO CONDUCT A BOOKKEEPING AUDIT OF
THE COMPANY'S CALCULATION OF AVAILABLE FUEL PROPELLANT OR BI-PROPELLANT ON
SATMEX 5 AND SATMEX 6 AND A THERMAL (PVT) MEASUREMENT OF THE AVAILABLE FUEL
PROPELLANT OR BI-PROPELLANT ON SATMEX 5.
AS USED HEREIN, AN "APPROVED
CONSULTANT" SHALL BE ANY OF: (I) COMSAT TECHNICAL SERVICES OR LOCKHEED MARTIN
TECHNICAL SERVICES; (II) THE MANUFACTURER OF THE APPLICABLE COMPANY SATELLITE;
OR (III) AN AFFILIATE OF THE MANUFACTURER OF THE APPLICABLE COMPANY SATELLITE,
WHICH SAID MANUFACTURER RECOMMENDED IN WRITING TO BOTH THE BUYERS AND THE
COMPANY AS THE APPROPRIATE AND QUALIFIED ENTITY TO CONDUCT SUCH AUDIT OR
TESTING.
THE APPROVED CONSULTANT SHALL DETERMINE, IN ACCORDANCE WITH REASONABLE
ENGINEERING STANDARDS FOR PROFESSIONAL SATELLITE ENGINEERS, BY WRITTEN REPORT TO
BE ISSUED TO THE BUYERS, THE COMPANY, AND THE SELLERS AS PROMPTLY AS
PRACTICABLE, WHETHER, AND ONLY
***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.