Common use of Marketing Efforts Clause in Contracts

Marketing Efforts. (a) During the Marketing Period, the Borrower will use its commercially reasonable efforts to, and will cause its subsidiaries to use their commercially reasonable efforts to, cooperate with a distribution (pursuant to Rule 144A) by the Joint Lead Arrangers of the Take-Out Securities by using its commercially reasonable efforts to take each of the following actions during the Marketing Period (each, at the reasonable request of the Joint Lead Arrangers): (i) delivering an Offering Memorandum on or before June 20, 2008; (ii) (A) during the initial twelve-month period following the Closing Date, preparing at the request of the Joint Lead Arrangers an updated version of the Offering Memorandum on not more than two occasions (for all Take-Out Securities, Addition Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) and/or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation) combined), it being understood that the number of occasions on which the Joint Lead Arrangers may request an updated version of the Offering Memorandum pursuant to this clause (A) shall be increased to three occasions if, prior to or concurrently with the third occasion, the Joint Lead Arrangers notify the Borrower that the Joint Lead Arrangers will not request an updated offering memorandum relating to Additional Debt Securities issued by Intelsat Corporation or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter issued by Intelsat Corporation and it being further understood that any request given pursuant to Section 9.15(a)(ii) of the 8.875% Senior Unsecured Credit Agreement dated May 2, 2008 or any similar provision of any other Backstop Credit Facility (other than a Backstop Credit Facility of Intelsat Corporation) shall be deemed to also be a request given pursuant to this Section 9.5(a)(ii), and (B) following the initial twelve-month period following the Closing Date, preparing at the request of the Joint Lead Arrangers an updated offering memorandum on not more than two occasions (for all Take-Out Securities, Additional Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) and/or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation) combined); provided that in case of both clauses (A) and (B) above, at the request of the Joint Lead Arrangers or the Borrower, the Offering Memorandum and any updated Offering Memorandum referred to above shall cover the Take-Out Securities, Additional Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) and/or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation), and such request shall count as only one of the occasions referred to above in this clause (ii); provided further, that any request made by the Joint Lead Arrangers pursuant to this clause (ii) relating to an updated version of the Offering Memorandum shall include a written notice (x) specifying the principal amount of the Take-Out Securities and other securities to be covered by such updated Offering Memorandum, (y) stating that an updated Offering Memorandum is necessary to comply with applicable securities laws, and (z) stating the aggregate principal amount of each of Loans, Exchange Notes, Notes, Take-Out Securities and Additional Debt Securities held by each Joint Lead Arranger and its respective Affiliates; provided further that the Joint Lead Arrangers may not request an update for an Offering Memorandum of Intelsat, Ltd. (or any of its subsidiaries (other than Intelsat Corporation and its subsidiaries) and an update for an Offering Memorandum of in the same fiscal quarter; provided further, that the Joint Lead Arrangers may not request an Offering Memorandum and an update for the Offering Memorandum of Intelsat, Ltd. on more than one occasion in the same fiscal quarter; provided further, that the Borrower may decline to update an Offering Memorandum for a Period of Suspension if the Board of Directors of the Borrower or any Parent of the Borrower determines that (x) such update would require disclosure of an event at such time as could reasonably be expected to have a material adverse effect on the business, results of operations or prospects of the Borrower, (y) such update would require disclosure of material information relating to a corporate development and (z) the Offering Memorandum (including any amendment or supplement thereto) contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading and provided further, that the obligations of the Borrower and any of its Subsidiaries set forth in Section 9.15 and in each agreement governing a Change of Control Backstop Facility (as defined in the Commitment Letter) and the Bermuda Unsecured Credit Facility (as defined in the Commitment Letter), if any, with respect to all securities issued or to be offered pursuant to a Take-Out Notice in a fiscal quarter shall be coordinated in a single, integrated offering effort; provided, further that the Borrower may decline to deliver an Offering Memorandum and any update with respect to an Offering Memorandum and each Joint Lead Arranger and its Affiliates shall promptly cease distribution activities with respect to Take Out Securities, Additional Debt Securities (and/or other debt securities issued by the Borrower in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter) upon the filing of a registration statement with respect to any such securities until such registration statement is declared effective by the SEC; (iii) using all commercially reasonable efforts to procure ratings for the Take-Out Securities, including, without limitation, making appropriate officers of the Borrower available at mutually agreeable times for meetings with rating agencies; (iv) preparing materials related to, participating in, making management available at mutually agreeable times for, and completing no more than one “road show” (which shall not last for more than five consecutive Business Days) for all Take-Out Securities, Additional Debt Securities and other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter; (v) in connection with the Offering Memorandum and each updated version of the Offering Memorandum contemplated by clause (ii) above, as well as any supplement relating thereto, using all commercially reasonable efforts to procure (x) a customary auditor comfort letter from the Borrower’s current auditors that does not contain limits on liability and is otherwise issued on terms consistent with letters delivered previously in connection with issuances of securities by the Borrower or its Parent and otherwise reasonably acceptable to the Joint Lead Arrangers and (y) customary legal opinions and/or letters in form and substance reasonably acceptable to the Joint Lead Arrangers; (vi) providing such legal due diligence updates as may be reasonably requested by the Joint Lead Arrangers (including, without limitation, cooperation from counsel to the Borrower) in connection with each update pursuant to this Section 9.15(a); and (vii) entering into customary purchase and related agreements (including registration rights) on mutually agreeable terms. (b) In no event shall such assistance interfere in any material way with the day-to-day operations of the Borrower or its subsidiaries. Notwithstanding anything to the contrary set forth in this Agreement or any document executed in connection with any other debt facility contemplated by the Commitment Letter, the parties agree that under no circumstances shall the Borrower, any Parent and its Subsidiaries be required, in connection with the issuance of all Take-Out Securities and/or Additional Debt Securities, to participate in (x) more than one “road show,” or (y) in a number of accounting and legal updates and associated marketing conference calls greater than the sum of one plus the number of times that the Joint Lead Arrangers are permitted to request an updated version of the Offering Memorandum in accordance with Section 9.15(a)(ii).

Marketing Efforts. (a) During the Marketing Period, the Borrower will use its commercially reasonable efforts to, and will cause its subsidiaries to use their commercially reasonable efforts to, cooperate with a distribution (pursuant to Rule 144A) by the Joint Lead Arrangers of the Take-Out Securities by using its commercially reasonable efforts to take each of the following actions during the Marketing Period (each, at the reasonable request of the Joint Lead Arrangers): (i) delivering an Offering Memorandum on or before June 20, 2008; (ii) (A) during the initial twelve-month period following the Closing Date, preparing at the request of the Joint Lead Arrangers an updated version of the Offering Memorandum on not more than two occasions (for all Take-Out Securities, Addition Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) and/or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation) combined), it being understood that the number of occasions on which the Joint Lead Arrangers may request an updated version of the Offering Memorandum pursuant to this clause (A) shall be increased to three occasions if, prior to or concurrently with the third occasion, the Joint Lead Arrangers notify the Borrower that the Joint Lead Arrangers will not request an updated offering memorandum relating to Additional Debt Securities issued by Intelsat Corporation or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter issued by Intelsat Corporation and it being further furthered understood that any request given pursuant to Section 9.15(a)(ii) of the 8.8758.50% Senior Unsecured Credit Agreement dated May 2, 2008 or any similar provision of any other Backstop Credit Facility (other than a Backstop Credit Facility facility of Intelsat Corporation) shall be deemed to also be a request given pursuant to this Section 9.5(a)(ii), and (B) following the initial twelve-month period following the Closing Date, preparing at the request of the Joint Lead Arrangers an updated offering memorandum on not more than two occasions (for all Take-Out Securities, Additional Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) and/or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation) combined); provided that in case of both clauses (A) and (B) above, at the request of the Joint Lead Arrangers or the Borrower, the Offering Memorandum and any updated Offering Memorandum referred to above shall cover the Take-Out Securities, Additional Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) and/or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation), and such request shall count as only one of the occasions referred to above in this clause (ii); provided further, that any request made by the Joint Lead Arrangers pursuant to this clause (ii) relating to an updated version of the Offering Memorandum shall include a written notice (x) specifying the principal amount of the Take-Out Securities and other securities to be covered by such updated Offering Memorandum, (y) stating that an updated Offering Memorandum is necessary to comply with applicable securities laws, and (z) stating the aggregate principal amount of each of the Loans, Exchange Notes, Notes, Take-Out Securities and Additional Debt Securities held by each Joint Lead Arranger and its respective Affiliates; provided further that the Joint Lead Arrangers may not request an update for an the Offering Memorandum of Intelsat, Ltd. (or any of its subsidiaries (other than Intelsat Corporation and its subsidiaries) and an update for an Offering Memorandum offering memorandum of Intelsat Corporation in the same fiscal quarter; provided further, that the Joint Lead Arrangers may not request an Offering Memorandum and an update for the an Offering Memorandum of Intelsat, Ltd. on more than one occasion in the same fiscal quarter; provided further, that the Borrower may decline to update an Offering Memorandum for a Period of Suspension if the Board of Directors of the Borrower or any Parent of the Borrower determines that (x) such update would require disclosure of an event at such time as could reasonably be expected to have a material adverse effect on the business, results of operations or prospects of the Borrower, (y) such update would require disclosure of material information relating to a corporate development and (z) the Offering Memorandum (including any amendment or supplement thereto) contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading and provided further, that the obligations of the Borrower and any of its Subsidiaries set forth in Section 9.15 and in each agreement governing a Change of Control Backstop Facility (as defined in the Commitment Letter) and the Bermuda Unsecured Credit Facility (as defined in the Commitment Letter), if any, with respect to all securities issued or to be offered pursuant to a Take-Out Notice in a fiscal quarter shall be coordinated in a single, integrated offering effort; provided, further that the Borrower may decline to deliver an Offering Memorandum and any update with respect to an Offering Memorandum and each Joint Lead Arranger and its Affiliates shall promptly cease distribution activities with respect to Take Out Securities, Additional Debt Securities (and/or other debt securities issued by the Borrower in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter) upon the filing of a registration statement with respect to any such securities until such registration statement is declared effective by the SEC; (iii) using all commercially reasonable efforts to procure ratings for the Take-Out Securities, including, without limitation, making appropriate officers of the Borrower available at mutually agreeable times for meetings with rating agencies; (iv) preparing materials related to, participating in, making management available at mutually agreeable times for, and completing no more than one “road show” (which shall not last for more than five consecutive Business Days) for all Take-Out Securities, Additional Debt Securities and other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter; (v) in connection with the Offering Memorandum and each updated version of the Offering Memorandum contemplated by clause (ii) above, as well as any supplement relating thereto, using all commercially reasonable efforts to procure (x) a customary auditor comfort letter from the Borrower’s current auditors that does not contain limits on liability and is otherwise issued on terms consistent with letters delivered previously in connection with issuances of securities by the Borrower or its Parent and otherwise reasonably acceptable to the Joint Lead Arrangers and (y) customary legal opinions and/or letters in form and substance reasonably acceptable to the Joint Lead Arrangers; (vi) providing such legal due diligence updates as may be reasonably requested by the Joint Lead Arrangers (including, without limitation, cooperation from counsel to the Borrower) in connection with each update pursuant to this Section 9.15(a); and (vii) entering into customary purchase and related agreements (including registration rights) on mutually agreeable terms. (b) In no event shall such assistance interfere in any material way with the day-to-day operations of the Borrower or its subsidiaries. Notwithstanding anything to the contrary set forth in this Agreement or any document executed in connection with any other debt facility contemplated by the Commitment Letter, the parties agree that under no circumstances shall the Borrower, any Parent and its Subsidiaries be required, in connection with the issuance of all Take-Out Securities and/or Additional Debt Securities, to participate in (x) more than one “road show,” or (y) in a number of accounting and legal updates and associated marketing conference calls greater than the sum of one plus the number of times that the Joint Lead Arrangers are permitted to request an updated version of the Offering Memorandum in accordance with Section 9.15(a)(ii).

Marketing Efforts. (a) During the Marketing Period, the Borrower will use its commercially reasonable efforts to, and will cause its subsidiaries Subsidiaries to use their commercially reasonable efforts to, cooperate with a distribution (pursuant to Rule 144A) by the Joint Lead Arrangers of the Take-Out Securities by using its commercially reasonable efforts to take each of the following actions during the Marketing Period (each, at the reasonable request of the Joint Lead Arrangers): (i) delivering an Offering Memorandum on or before June 20July 13, 2008; (ii) (A) during the initial twelve-month period following the Closing Date, preparing at the written request of the Joint Lead Arrangers an updated version of the Offering Memorandum on not more than two occasions one occasion (for all Take-Out Securities, Addition Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) the Borrower and/or other debt securities issued by the Borrower in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation) combined), it being understood that the number of occasions on which the Joint Lead Arrangers may request an updated version of the Offering Memorandum pursuant to this clause (A) shall be increased to three occasions if, prior to or concurrently with the third occasion, the Joint Lead Arrangers notify the Borrower that the Joint Lead Arrangers will not request an updated offering memorandum relating to Additional Debt Securities issued by Intelsat Corporation or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter issued by Intelsat Corporation and it being further understood that any request given pursuant to Section 9.15(a)(ii9.8(a)(ii) of the 8.8759.25% Senior Unsecured Credit Agreement Agreement—2014, dated May 2, 2008 or any similar provision of any other Backstop Credit Facility (other than a Backstop Credit Facility of Intelsat Corporation) 2008, shall be deemed to be also be a request given pursuant to this Section 9.5(a)(ii), and (B) following the initial twelve-month period following the Closing Date, preparing at the request of the Joint Lead Arrangers an updated offering memorandum on not more than two occasions (for all Take-Out Securities, Additional Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) and/or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation) combined9.8(a)(ii); provided that in case of both clauses (A) and (B) above, at the request of the Joint Lead Arrangers or the Borrower, the Offering Memorandum and any updated Offering Memorandum referred to above shall cover the Take-Out Securities, Additional Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) the Borrower and/or other debt securities issued by the Borrower in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation)Letter, and such request shall count as only the one of the occasions occasion referred to above in this clause (ii); provided further, that any request made by the Joint Lead Arrangers pursuant to this clause (ii) relating to an updated version of the Offering Memorandum shall include a written notice (xw) specifying the principal amount of the Take-Out Securities and other securities to be covered by such updated Offering Memorandum, (yx) stating that an updated Offering Memorandum is necessary to comply with applicable securities laws, (y) stating that the amount of the Take-Out Securities requested does not exceed the aggregate principal amount of Loans then outstanding and (z) stating the aggregate principal amount of each of the Loans, Exchange Notes, Notes, Take-Out Securities and Additional Debt Securities held by each Joint Lead Arranger and its respective Affiliates; provided further that the Joint Lead Arrangers may not request an update for an the Offering Memorandum of Intelsat Corporation and an update for an offering memorandum of Intelsat, Ltd. (or any of its subsidiaries (other than Intelsat Corporation the Borrower and its subsidiariesSubsidiaries) and an update for an Offering Memorandum of in the same fiscal quarter; provided further, that the Joint Lead Arrangers may not request an Offering Memorandum and an update for the Offering Memorandum of Intelsat, Ltd. on more than one occasion in the same fiscal quarter; provided further, that the Borrower may decline to update an Offering Memorandum for a Period of Suspension if the Board of Directors of the Borrower or any Parent of the Borrower determines that (x) such update would require disclosure of an event at such time as could reasonably be expected to have a material adverse effect on the business, results of operations or prospects of the Borrower, (y) such update would require disclosure of material information relating to a corporate development and or (z) the Offering Memorandum (including any amendment or supplement thereto) contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading misleading; and provided further, that the obligations of the Borrower and any of its Subsidiaries set forth in Section 9.15 9.8 and in each agreement governing a Change of Control Backstop Facility (as defined in the Commitment Letter) and the Bermuda Unsecured Credit Facility (as defined in the Commitment Letter), if any, with respect to all securities issued or to be offered pursuant to a Take-Out Notice in a fiscal quarter shall be coordinated in a single, integrated offering effort; provided, further that the Borrower may decline to deliver an Offering Memorandum and any update with respect to an Offering Memorandum and each Joint Lead Arranger and its Affiliates shall promptly cease distribution activities with respect to Take Out Securities, Additional Debt Securities (and/or other debt securities issued by the Borrower in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter) upon the filing of a registration statement with respect to any such securities until such registration statement is declared effective by the SEC; (iii) using all commercially reasonable efforts to procure ratings for the Take-Out Securities, including, without limitation, making appropriate officers of the Borrower available at mutually agreeable times for meetings with rating agencies; (iv) preparing materials related to, participating in, making management available at mutually agreeable times for, and completing no more than one “road show” (which shall not last for more than five consecutive Business Days) for all Take-Out Securities, Additional Debt Securities and other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter; (v) in connection with the Offering Memorandum and each updated version of the Offering Memorandum contemplated by clause (ii) above, as well as any supplement relating thereto, using all commercially reasonable efforts to procure (x) a customary auditor comfort letter from the Borrower’s current auditors that does not contain limits on liability and is otherwise issued on terms consistent with letters delivered previously in connection with issuances of securities by the Borrower or its Parent and otherwise reasonably acceptable to the Joint Lead Arrangers and (y) customary legal opinions and/or letters in form and substance reasonably acceptable to the Joint Lead Arrangers; (vi) providing such legal due diligence updates as may be reasonably requested by the Joint Lead Arrangers (including, without limitation, cooperation from counsel to the Borrower) in connection with each update pursuant to this Section 9.15(a9.8(a); and (vii) entering into customary purchase and related agreements (including registration rights) on mutually agreeable terms. (b) In no event shall such assistance interfere in any material way with the day-to-day operations of the Borrower or its subsidiaries. Notwithstanding anything to the contrary set forth in this Agreement or any document executed in connection with any other debt facility contemplated by the Commitment Letter, the parties agree that under no circumstances shall the Borrower, any Parent and its Subsidiaries be required, in connection with the issuance of all Take-Out Securities and/or Additional Debt Securities, to participate in (x) more than one “road show,” or (y) in a number of accounting and legal updates and associated marketing conference calls greater than the sum of one plus the number of times that the Joint Lead Arrangers are permitted to request an updated version of the Offering Memorandum in accordance with Section 9.15(a)(ii9.8(a)(ii).

Marketing Efforts. (a) During the Marketing Period, the Borrower will use its commercially reasonable efforts to, and will cause its subsidiaries Subsidiaries to use their commercially reasonable efforts to, cooperate with a distribution (pursuant to Rule 144A) by the Joint Lead Arrangers of the Take-Out Securities by using its commercially reasonable efforts to take each of the following actions during the Marketing Period (each, at the reasonable request of the Joint Lead Arrangers): (i) delivering an Offering Memorandum on or before June 20July 13, 2008; (ii) (A) during the initial twelve-month period following the Closing Date, preparing at the written request of the Joint Lead Arrangers an updated version of the Offering Memorandum on not more than two occasions one occasion (for all Take-Out Securities, Addition Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) the Borrower and/or other debt securities issued by the Borrower in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation) combined), it being understood that the number of occasions on which the Joint Lead Arrangers may request an updated version of the Offering Memorandum pursuant to this clause (A) shall be increased to three occasions if, prior to or concurrently with the third occasion, the Joint Lead Arrangers notify the Borrower that the Joint Lead Arrangers will not request an updated offering memorandum relating to Additional Debt Securities issued by Intelsat Corporation or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter issued by Intelsat Corporation and it being further understood that any request given pursuant to Section 9.15(a)(ii9.8(a)(ii) of the 8.8759.25% Senior Unsecured Credit Agreement Agreement—2016, dated May 2, 2008 or any similar provision of any other Backstop Credit Facility (other than a Backstop Credit Facility of Intelsat Corporation) 2008, shall be deemed to be also be a request given pursuant to this Section 9.5(a)(ii), and (B) following the initial twelve-month period following the Closing Date, preparing at the request of the Joint Lead Arrangers an updated offering memorandum on not more than two occasions (for all Take-Out Securities, Additional Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) and/or other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation) combined9.8(a)(ii); provided that in case of both clauses (A) and (B) above, at the request of the Joint Lead Arrangers or the Borrower, the Offering Memorandum and any updated Offering Memorandum referred to above shall cover the Take-Out Securities, Additional Debt Securities (other than Additional Debt Securities issued by Intelsat Corporation) the Borrower and/or other debt securities issued by the Borrower in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter (other than other debt securities issued by Intelsat Corporation)Letter, and such request shall count as only the one of the occasions occasion referred to above in this clause (ii); provided further, that any request made by the Joint Lead Arrangers pursuant to this clause (ii) relating to an updated version of the Offering Memorandum shall include a written notice (xw) specifying the principal amount of the Take-Out Securities and other securities to be covered by such updated Offering Memorandum, Memorandum (yx) stating that an updated Offering Memorandum is necessary to comply with applicable securities laws, (y) stating that the amount of the Take-Out Securities requested does not exceed the aggregate principal amount of Loans then outstanding and (z) stating the aggregate principal amount of each of the Loans, Exchange Notes, Notes, Take-Out Securities and Additional Debt Securities held by each Joint Lead Arranger and its respective Affiliates; provided further that the Joint Lead Arrangers may not request an update for an the Offering Memorandum of Intelsat Corporation and an update for a offering memorandum of Intelsat, Ltd. (or any of its subsidiaries (other than Intelsat Corporation the Borrower and its subsidiariesSubsidiaries) and an update for an Offering Memorandum of in the same fiscal quarter; provided further, that the Joint Lead Arrangers may not request an Offering Memorandum and an update for the Offering Memorandum of Intelsat, Ltd. on more than one occasion in the same fiscal quarter; provided further, that the Borrower may decline to update an Offering Memorandum for a Period of Suspension if the Board of Directors of the Borrower or any Parent of the Borrower determines that (x) such update would require disclosure of an event at such time as could reasonably be expected to have a material adverse effect on the business, results of operations or prospects of the Borrower, (y) such update would require disclosure of material information relating to a corporate development and or (z) the Offering Memorandum (including any amendment or supplement thereto) contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading misleading; and provided further, that the obligations of the Borrower and any of its Subsidiaries set forth in Section 9.15 9.8 and in each agreement governing a Change of Control Backstop Facility (as defined in the Commitment Letter) and the Bermuda Unsecured Credit Facility (as defined in the Commitment Letter), if any, with respect to all securities issued or to be offered pursuant to a Take-Out Notice in a fiscal quarter shall be coordinated in a single, integrated offering effort; provided, further that the Borrower may decline to deliver an Offering Memorandum and any update with respect to an Offering Memorandum and each Joint Lead Arranger and its Affiliates shall promptly cease distribution activities with respect to Take Out Securities, Additional Debt Securities (and/or other debt securities issued by the Borrower in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter) upon the filing of a registration statement with respect to any such securities until such registration statement is declared effective by the SEC; (iii) using all commercially reasonable efforts to procure ratings for the Take-Out Securities, including, without limitation, making appropriate officers of the Borrower available at mutually agreeable times for meetings with rating agencies; (iv) preparing materials related to, participating in, making management available at mutually agreeable times for, and completing no more than one “road show” (which shall not last for more than five consecutive Business Days) for all Take-Out Securities, Additional Debt Securities and other debt securities issued in exchange for or to refinance or replace the debt facilities and bridge loans contemplated by the Commitment Letter; (v) in connection with the Offering Memorandum and each updated version of the Offering Memorandum contemplated by clause (ii) above, as well as any supplement relating thereto, using all commercially reasonable efforts to procure (x) a customary auditor comfort letter from the Borrower’s current auditors that does not contain limits on liability and is otherwise issued on terms consistent with letters delivered previously in connection with issuances of securities by the Borrower or its Parent and otherwise reasonably acceptable to the Joint Lead Arrangers and (y) customary legal opinions and/or letters in form and substance reasonably acceptable to the Joint Lead Arrangers; (vi) providing such legal due diligence updates as may be reasonably requested by the Joint Lead Arrangers (including, without limitation, cooperation from counsel to the Borrower) in connection with each update pursuant to this Section 9.15(a9.8(a); and (vii) entering into customary purchase and related agreements (including registration rights) on mutually agreeable terms. (b) In no event shall such assistance interfere in any material way with the day-to-day operations of the Borrower or its subsidiaries. Notwithstanding anything to the contrary set forth in this Agreement or any document executed in connection with any other debt facility contemplated by the Commitment Letter, the parties agree that under no circumstances shall the Borrower, any Parent and its Subsidiaries be required, in connection with the issuance of all Take-Out Securities and/or Additional Debt Securities, to participate in (x) more than one “road show,” or (y) in a number of accounting and legal updates and associated marketing conference calls greater than the sum of one plus the number of times that the Joint Lead Arrangers are permitted to request an updated version of the Offering Memorandum in accordance with Section 9.15(a)(ii9.8(a)(ii).