Common use of NEXT System Documents Clause in Contracts

NEXT System Documents. (a) The Borrower must supply to the COFACE Agent: (i) a report confirming that the Borrower has reviewed the Technical Adviser’s Quarterly Report and that, subject to any discrepancies and exceptions specifically detailed in the Borrower’s report, the Borrower agrees in all material respects with the Technical Adviser’s Quarterly Report and the Technical Adviser’s Quarterly Report does not include any information that renders it untrue or misleading in any material respect and the Borrower is not aware of any material fact or circumstance relevant to the interests of the Lenders which was not addressed in the Technical Adviser’s Quarterly Report; and (ii) semi-annual reports on the status of all Secondary Payload Contracts (including details as to whether such Secondary Payload Contracts are projected, under negotiation, committed or signed) and the projected revenues thereunder (a Secondary Payload Status Report). This information must be supplied by the Borrower as soon as it is available and in any event in the case of paragraph (a)(i) above, within thirty (30) days after the Borrower’s receipt of the Technical Adviser’s Quarterly Report and in the case of paragraph (a)(ii) above, within thirty (30) days after the end of each Financial Year and the end of each Financial Quarter ending on 30 June. The form of the Secondary Payload Status Report shall be in substantially the form set out in Schedule 26 (Form of Secondary Payload Status Report). (b) If as of September 2012 (based on the Secondary Payload Status Report most recently delivered or otherwise) the total amount of committed Secondary Payload Cashflows payable to the Obligors pursuant to binding Secondary Payload Contracts is less than $[***], the Borrower shall promptly enter into good faith discussions with the COFACE Agent and the Lenders for a period of up to six months in order to discuss the steps being taken by the Borrower in respect of any consequential funding gap in order to achieve NEXT System Completion on or prior to the NEXT System Completion Long-Stop Date. (c) The Borrower must promptly notify the COFACE Agent of: (i) any material claim it may have under any indemnity or provision for liquidated damages under any Material NEXT System Document; (ii) any change of work which the Borrower wishes to request or agree to or which is mandatory under any Material NEXT System Document and which is reasonably likely to: (A) increase: I. with respect to the Satellite Supply Contract, the Contract Amount by more than $10,000,000; or II. with respect to the Launch Services Contract, the total amount payable by the Borrower thereunder by more than five per cent.,

NEXT System Documents. (a) The Borrower must supply to the COFACE BPIAE Agent: (i) a report confirming that the Borrower has reviewed the Technical Adviser’s 's Quarterly Report and that, subject to any discrepancies and exceptions specifically detailed in the Borrower’s 's report, the Borrower agrees in all material respects with the Technical Adviser’s 's Quarterly Report and the Technical Adviser’s 's Quarterly Report does not include any information that renders it untrue or misleading in any material respect and the Borrower is not aware of any material fact or circumstance relevant to the interests of the Lenders which was not addressed in the Technical Adviser’s 's Quarterly Report; and (ii) semi-annual reports on the status of all Secondary Payload Contracts (including details as to whether such Secondary Payload Contracts are projected, under negotiation, committed or signed) and the projected revenues thereunder (a Secondary Payload Status Report). This information must be supplied by the Borrower as soon as it is available and in any event in the case of paragraph (a)(i) above, within thirty (30) days after the Borrower’s 's receipt of the Technical Adviser’s 's Quarterly Report and in the case of paragraph (a)(ii) above, within thirty (30) days after the 0080105-0000405 PA:20488617.7 107 end of each Financial Year and the end of each Financial Quarter ending on 30 June. The form of the Secondary Payload Status Report shall be in substantially the form set out in Schedule 26 (Form of Secondary Payload Status Report). (b) If as of September 2012 31 December 2013 (based on the Secondary Payload Status Report most recently delivered or otherwise) the total amount of committed Secondary Payload Cashflows payable to the Obligors pursuant to binding Secondary Payload Contracts is less than $[***], the Borrower shall promptly enter into good faith discussions with the COFACE BPIAE Agent and the Lenders for a period of up to six months in order to discuss the steps being taken by the Borrower in respect of any consequential funding gap in order to achieve NEXT System Completion on or prior to the NEXT System Completion Long-Stop Date. (c) The Borrower must promptly notify the COFACE BPIAE Agent of: (i) any material claim it may have under any indemnity or provision for liquidated damages under any Material NEXT System Document; (ii) any change of work which the Borrower wishes to request or agree to or which is mandatory under any Material NEXT System Document and which is reasonably likely to: (A) increase: I. with respect to the Satellite Supply Contract, the Contract Amount by more than $10,000,000; or II. with respect to the Launch Services Contract, the total amount payable by the Borrower thereunder by more than five per cent.,, (or in each case its equivalent in any other currencies); or (B) result in NEXT System Completion not occurring on or prior to the Scheduled Completion Date or delay the completion of any Milestone by 3 months or more; or (C) be material to the design or implementation of the NEXT System or have an adverse effect on the interest of the Lenders in any material respect; (iii) any reduction in the Contract Amount; (iv) any delay excuse, any material change (actual or proposed) in the work programme under any Material NEXT System Document and any other event which is reasonably likely to delay NEXT System Completion beyond the Scheduled Completion Date; and (v) the occurrence of In-Orbit Acceptance of each Satellite. (d) The Borrower must supply to the BPIAE Agent: (i) promptly upon becoming aware of them, details of any material amendment or waiver (and any proposal for such amendment or waiver) of, and any termination events, force majeure events, notices of termination, or change or stop work orders under, any Material NEXT System 0080105-0000405 PA:20488617.7 108 Document or the Government Revenue Contract, and any termination events, force majeure events or notices of termination under, any other NEXT System Document which could reasonably be expected to have a Material Adverse Effect; (ii) copies of notices of any material breach of, or any dispute under any Material NEXT System Document: (A) in respect of which any contractual dispute resolution provision has been enlivened or invoked; or (B) which is otherwise material. (e) Notwithstanding the foregoing or any other provision herein to the contrary, the Borrower shall not be required to provide and disclose any information, reports, notices, documents and communications that would violate any applicable law or order or any nondisclosure or confidentiality agreement to which the Borrower or any member of the NEXT Group is a party.

NEXT System Documents. (a) The Borrower must supply to the COFACE Agent: (i) a report confirming that the Borrower has reviewed the Technical Adviser’s Quarterly Report and that, subject to any discrepancies and exceptions specifically detailed in the Borrower’s 's report, the Borrower agrees in all material respects with the Technical Adviser’s 's Quarterly Report and the Technical Adviser’s 's Quarterly Report does not include any information that renders it untrue or misleading in any material respect and the Borrower is not aware of any material fact or circumstance relevant to the interests of the Lenders which was not addressed in the Technical Adviser’s 's Quarterly Report; and (ii) semi-annual reports on the status of all Secondary Payload Contracts (including details as to whether such Secondary Payload Contracts are projected, under negotiation, committed or signed) and the projected revenues thereunder (a Secondary Payload Status Report). This information must be supplied by the Borrower as soon as it is available and in any event in the case of paragraph (a)(i) above, within thirty (30) days after the Borrower’s 's receipt of the Technical Adviser’s Quarterly Report and in the case of paragraph (a)(ii) above, within thirty (30) days after the end of each Financial Year and the end of each Financial Quarter ending on 30 June. The form of the Secondary Payload Status Report shall be in substantially the form set out in Schedule 26 (Form of Secondary Payload Status Report). (b) If as of September 2012 31 December 2013 (based on the Secondary Payload Status Report most recently delivered or otherwise) the total amount of committed Secondary Payload Cashflows payable to the Obligors pursuant to binding Secondary Payload Contracts is less than $[***], the Borrower shall promptly enter into good faith discussions with the COFACE Agent and the Lenders for a period of up to six months in order to discuss the steps being taken by the Borrower in respect of any consequential funding gap in order to achieve NEXT System Completion on or prior to the NEXT System Completion Long-Stop Date. (c) The Borrower must promptly notify the COFACE Agent of: (i) any material claim it may have under any indemnity or provision for liquidated damages under any Material NEXT System Document; (ii) any change of work which the Borrower wishes to request or agree to or which is mandatory under any Material NEXT System Document and which is reasonably likely to: (A) increase: I. with respect to the Satellite Supply Contract, the Contract Amount by more than $10,000,000; or II. with respect to the Launch Services Contract, the total amount payable by the Borrower thereunder by more than five per cent.,, (or in each case its equivalent in any other currencies); or (B) result in NEXT System Completion not occurring on or prior to the Scheduled Completion Date or delay the completion of any Milestone by 3 months or more; or

NEXT System Documents. (a) The Borrower must supply to the COFACE BPIAE Agent: (i) a report confirming that the Borrower has reviewed the Technical Adviser’s Quarterly Report and that, subject to any discrepancies and exceptions specifically detailed in the Borrower’s 's report, the Borrower agrees in all material respects with the Technical Adviser’s 's Quarterly Report and the Technical Adviser’s 's Quarterly Report does not include any information that renders it untrue or misleading in any material respect and the Borrower is not aware of any material fact or circumstance relevant to the interests of the Lenders which was not addressed in the Technical Adviser’s 's Quarterly Report; and (ii) semi-annual reports on the status of all Secondary Payload Contracts (including details as to whether such Secondary Payload Contracts are projected, under negotiation, committed or signed) and the projected revenues thereunder (a Secondary Payload Status Report). This information must be supplied by the Borrower as soon as it is available and in any event in the case of paragraph (a)(i) above, within thirty (30) days after the Borrower’s 's receipt of the Technical Adviser’s Quarterly Report and in the case of paragraph (a)(ii) above, within thirty (30) days after the end of each Financial Year and the end of each Financial Quarter ending on 30 June. The form of the Secondary Payload Status Report shall be in substantially the form set out in Schedule 26 (Form of Secondary Payload Status Report). (b) If as of September 2012 31 December 2013 (based on the Secondary Payload Status Report most recently delivered or otherwise) the total amount of committed Secondary Payload Cashflows payable to the Obligors pursuant to binding Secondary Payload Contracts is less than $[***], the Borrower shall promptly enter into good faith discussions with the COFACE BPIAE Agent and the Lenders for a period of up to six months in order to discuss the steps being taken by the Borrower in respect of any consequential funding gap in order to achieve NEXT System Completion on or prior to the NEXT System Completion Long-Stop Date. (c) The Borrower must promptly notify the COFACE BPIAE Agent of: (i) any material claim it may have under any indemnity or provision for liquidated damages under any Material NEXT System Document; (ii) any change of work which the Borrower wishes to request or agree to or which is mandatory under any Material NEXT System Document and which is reasonably likely to: (A) increase: I. with respect to the Satellite Supply Contract, the Contract Amount by more than $10,000,000; or II. with respect to the Launch Services Contract, the total amount payable by the Borrower thereunder by more than five per cent.,, (or in each case its equivalent in any other currencies); or (B) result in NEXT System Completion not occurring on or prior to the Scheduled Completion Date or delay the completion of any Milestone by 3 months or more; or (C) be material to the design or implementation of the NEXT System or have an adverse effect on the interest of the Lenders in any material respect; (iii) any reduction in the Contract Amount; (iv) any delay excuse, any material change (actual or proposed) in the work programme under any Material NEXT System Document and any other event which is reasonably likely to delay NEXT System Completion beyond the Scheduled Completion Date; and (v) the occurrence of In-Orbit Acceptance of each Satellite. (d) The Borrower must supply to the BPIAE Agent: (i) promptly upon becoming aware of them, details of any material amendment or waiver (and any proposal for such amendment or waiver) of, and any termination events, force majeure events, notices of termination, or change or stop work orders under, any Material NEXT System Document or the Government Revenue Contract, and any termination events, force majeure events or notices of termination under, any other NEXT System Document which could reasonably be expected to have a Material Adverse Effect; (ii) copies of notices of any material breach of, or any dispute under any Material NEXT System Document: (A) in respect of which any contractual dispute resolution provision has been enlivened or invoked; or (B) which is otherwise material. (e) Notwithstanding the foregoing or any other provision herein to the contrary, the Borrower shall not be required to provide and disclose any information, reports, notices, documents and communications that would violate any applicable law or order or any nondisclosure or confidentiality agreement to which the Borrower or any member of the NEXT Group is a party.