Common use of Reliance by Collateral Trustee Clause in Contracts

Reliance by Collateral Trustee. (a) Whenever in the administration of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex or of the Indenture Trustee delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5. (b) The Collateral Trustee may consult with counsel of its selection, and any Opinion or advice of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex or of the Indenture Trustee such Grantor delivered to the Collateral Trustee, and such certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, ; subject, however, to the provisions of subsection 8.5Section 6.5(b) of this Agreement. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & ▇▇▇▇▇ or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its selectionduties hereunder, and any Opinion or advice of Counsel the Collateral Trustee shall be full entitled to rely on, and complete authorization and protection shall be fully protected in respect acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by them hereunder or under any First Priority Guarantee or First Priority Security Document Trustee in accordance therewithfulfillment of its duties hereunder. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, request consent, order, bond or other paper or document (whether in its original or facsimile form) which it does not in good faith believes believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In parties in the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust Agreementany Collateral Document. (d) The If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or directiondirection or in taking such action, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Collateral Trust Agreement, the First Priority Guarantees Agreement or the First Priority Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex or an authorized officer of the Indenture Trustee Grantor delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.55.5. (b) The Collateral Trustee may consult with counsel of its selectioncounsel, and any Opinion or advice of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The While a Notice of Acceleration is in effect, the Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Collateral Trust Agreement, the First Priority Guarantees Agreement and the First Priority Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. As to the amount of any Secured Obligation owing to the Studios from time to time, the Collateral Trustee may rely upon any and all certificates signed by authorized officers of the Studios from time to time. In the absence of its own gross negligence negligence, bad faith or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Collateral Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Collateral Trust Agreement, the First Priority Guarantees Agreement and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders a Studio pursuant to this Collateral Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex the Grantor (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Collateral Trust Agreement, any First Priority Guarantee Agreement or any First Priority Security Document, Satmex the Grantor shall furnish to the Collateral Trustee a certificate of a Responsible Officer an authorized officer of the Grantor stating that all conditions precedent, if any, provided for in this Collateral Trust Agreement, Agreement or in any relevant First Priority Security Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Collateral Trust Agreement, any First Priority Guarantee Agreement or any First Priority a Security Document relating to such particular application or demand, such additional document shall also be furnished furnished. (f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of an authorized officer of the Grantor provided to such counsel in connection with such opinion or representations made by such authorized officer in a writing filed with the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor or any Person in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex such Grantor or of the Indenture Trustee Person delivered to the Collateral Trustee, and such certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, ; subject, however, to the provisions of subsection 8.5Section 6.5(b) of this Agreement. (b) The Collateral Trustee may consult with counsel its counsel, accountants or other experts of its selectionchoice in connection with the fulfillment of its duties hereunder, and any Opinion or advice of Counsel the Collateral Trustee shall be full entitled to rely on, and complete authorization and protection shall be fully protected in respect acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by them hereunder or under any First Priority Guarantee or First Priority Security Document the Collateral Trustee in accordance therewithfulfillment of its duties hereunder. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, request consent, order, bond or other paper or document (whether in its original or facsimile form) which it does not in good faith believes believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust Agreementany Shared Collateral Document. (d) The If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, any Shared Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or directiondirection or in taking such action, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Trust Agreement, the First Priority Guarantees Agreement or the First Priority other Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex or of the Indenture Trustee delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5. (b) Section 5.5. The Collateral Trustee may consult with counsel of its selectioncounsel, and and, to the extent not prohibited by Applicable Law, any Opinion or advice of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Trust Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement, the First Priority Guarantees Agreement and the First Priority other Trust Security Documents from the Directing Parties, a certificate of a Responsible Officer or any court of competent jurisdiction. (c) , as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or any documents executed in connection herewith. The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any direction, instruction, resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe (without having any obligation to determine the authenticity or genuineness thereof) to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its bad faith, gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust Agreement. (d) . The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees Agreement and the First Priority other Trust Security DocumentsDocuments or to advance or expend funds in the performance of its duties or the exercise of its rights, at the request or direction of the Requisite First Priority Holders Directing Parties pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable such security and or indemnity reasonably satisfactory to the Collateral Trustee against the costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) . Upon any application or demand by Satmex any of the Grantors (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee Agreement or any First Priority other Trust Security Document, Satmex the Company shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any other relevant First Priority Trust Security Document or in the Secured Instruments relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee Agreement or any First Priority other Trust Security Document relating to such particular application or demand, such additional document shall also be furnished furnished. Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer provided to such counsel in connection with such opinion or representations made by a Responsible Officer in a writing filed with the Collateral Trustee. The Collateral Trustee may at any time solicit written confirmatory directions from the Directing Parties, an Officers’ Certificate or an order of a court of competent jurisdiction, as to any action that it may be directed by the Directing Parties to take, or that it may propose to take in its sole discretion, in the performance of any of its obligations under this Agreement or the other Trust Security Documents. No written direction given to the Collateral TrusteeTrustee by the Directing Parties that in the reasonable judgment of the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement and the other Trust Security Documents will be binding upon the Collateral Trustee unless the Collateral Trustee elects, at its sole option, to accept such direction. To the extent not prohibited by Applicable Law, in no event shall the Collateral Trustee have any obligation to inquire or investigate as to the correctness, veracity, or content of any direction received from the Directing Parties. To the extent not prohibited by Applicable Law, in no event shall the Collateral Trustee have any liability in respect of any such direction received by it and relied on with respect to any action or omission taken pursuant thereto. The agreements of the Grantors and Secured Parties under this Section 5.4 exculpating or otherwise protecting or authorizing the Collateral Trustee shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Trustee hereunder.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents or any other Financing Document to which it is a party, the Collateral Trustee shall deem it necessary or desirable that any Collateral received by the Collateral Trustee is in a form acceptable to the Secured Parties or that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting the exercise of any power, discretion or authority or any action hereunder under this Agreement or thereunderany of the Financing Documents, such matter (unless other evidence in respect thereof is prescribed herein specifically prescribedor in any other Financing Document to which it is a party) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex or of Proper Instructions from the Indenture Trustee Proper Parties, delivered to the Collateral Trustee, and such certificate Proper Instructions shall be full warrant and protection to the Collateral Trustee for any power, discretion, authority or action taken, suffered or omitted in reliance thereon, subject, however, to thereon and the provisions of subsection 8.5Collateral Trustee shall not be responsible for any loss occasioned thereby. (b) The Collateral Trustee may consult with counsel of its selectioncounsel, accountants or other experts, and any Opinion opinion of counsel or advice opinion of Counsel accountants or other experts shall be full and complete authorization and protection in respect of the exercise of any power, discretion or authority of the exercise of any power, discretion or authority or any action taken or suffered by them the Collateral Trustee hereunder or under any First Priority Guarantee other Financing Document to which it is a party (including any concern on the Collateral Trustee's part as to the composition of the Proper Parties at any time) or First Priority Security Document in accordance therewithherewith or therewith and the Collateral Trustee shall not be responsible for any loss occasioned by so acting. The Collateral Trustee shall also have the right at any time to seek instructions concerning the administration of this Trust Agreement, Agreement and any other Financing Document to which it is a party (including any concern on the First Priority Guarantees and Collateral Trustee's part as to the First Priority Security Documents composition of the Proper Parties at any time) from any court of competent jurisdictionjurisdiction and to receive in advance thereof adequate security or indemnity against 139 the costs and expenses and liabilities which may be incurred by it in connection with such court proceedings in accordance with the provisions of Section 10.2(j). (c) The Collateral Trustee may conclusively rely, and shall be fully protected and indemnified hereunder in acting, upon any instruction, resolution, statement, certificate, instrument, opinion, report, notice, notice request, consent, order, bond or other paper or document (whether which, in the absence of its original gross negligence or facsimile form) which willful misconduct, as finally determined by a court of competent jurisdiction, it in good faith believes to be genuine and to have been signed or presented by the proper party respective person or parties persons from time to time authorized by each of the Proper Parties, to sign or present on its behalf, and identified by specimen signatures previously distributed to the Collateral Trustee or, in the case of cables, telecopies and telexes, to have been sent by such authorized person or persons (collectively the proper party or parties"PROPER INSTRUCTIONS"). In the absence of its gross negligence or willful misconduct, the The Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in Proper Instructions and upon any certificates such document or opinions communication furnished to the Collateral Trustee and conforming to the requirements of this Trust AgreementAgreement or any other Financing Document to which it is a party or, if not so conforming as approved by Proper Instructions of the Proper Party and the Collateral Trustee shall be in no way bound to call for further evidence or be responsible for any loss which may be occasioned by acting on any such Proper Instructions. Without limiting the foregoing, if the Collateral Trustee is unsure whether or not a person or persons is authorized to issue Proper Instructions, the Collateral Trustee shall always be entitled to rely and shall be fully protected in relying upon a certificate of the Administrative Agent confirming the authority of such Person or Persons. (d) The If the Collateral Trustee shall at any time request further Proper Instructions from a Proper Party with respect to the exercise of any power, discretion, authority or any act or action to be taken or omitted in connection with this Agreement or any other Financing Document in respect of which the Collateral Trustee has previously received Proper Instructions from such Proper Party, the Collateral Trustee shall not be under any obligation required to exercise any of the rights power, discretion or powers vested in authority or take or omit to take such action unless and until it shall have received such further Proper Instructions as the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless shall deem appropriate in respect thereof. (e) If the Collateral Trustee shall have been provided reasonable security received Proper Instructions from the Proper Party it shall exercise any power, discretion or authority or take or omit to take any action as directed therein, and indemnity against shall not be obliged to verify that such Proper Instructions comply with the coststerms of any of the Financing Documents, expenses and liabilities which may be incurred by it in compliance with (subject to such request or direction, including such reasonable advances as may be requested by compliance) the Collateral TrusteeTrustee shall not be responsible for any loss occasioned thereby. (ef) Upon any application Notwithstanding anything to the contrary in this Agreement or demand by Satmex to the Financing Documents, the Collateral Trustee shall not be deemed to take have any notice or permit 140 knowledge of: (i) any action under Default or the occurrence of any other event unless and until it shall have received Proper Instructions thereof from a Proper Party (or the Administrative Agent describing such Default or other event in reasonable detail (including the date or, if not known, the estimated date of the occurrence of the relevant Default or other event) and stating whether it is still continuing; or (ii) the contents or the performance by any party thereto of any provision of any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex Financing Documents unless it shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and specifically informed thereof by way of Proper Instructions from a Proper Party (or the Administrative Agent) which describes such contents or performance in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished reasonable detail to the Collateral Trustee's satisfaction.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable advisable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting taking of any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved provided or established by a certificate of a Responsible Officer an officer of Satmex or of the Indenture Trustee Aegis delivered to the Collateral Trustee, and such officer's certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5. (b) The Collateral Trustee may consult with counsel of its selectioncounsel, and any Opinion or advice opinion of Counsel such counsel (which may be in-house counsel for the Collateral Trustee) shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the The Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust AgreementAgreement or any other Loan Document. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including including, without limitation, such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (ai) Whenever in the administration exercise of its rights or powers and the performance of its duties under this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it reasonably necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved provided or established by a certificate an Officer’s Certificate of a Responsible Officer of Satmex or of the Indenture Trustee any Grantor delivered to the Collateral Trustee, and such certificate Officer’s Certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5Section 6(e). (bii) The Collateral Trustee may, at the expense of the Grantors, request, rely on and act in accordance with Officer’s Certificates and/or Opinions of Counsel, and shall incur no liability and shall be fully protected in acting or refraining from acting in accordance with such Officer’s Certificates or Opinions of Counsel. (iii) The Collateral Trustee may consult with counsel of its selection, and any Opinion or the advice of Counsel such counsel, or any opinion of counsel, shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (civ) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, judgment, bond or other paper or document (whether in its original or facsimile form) which that it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust AgreementAgreement or any Security Document. Without limitation to the foregoing, the Collateral Trustee may conclusively rely as provided in this Section 6(d) on any Officer’s Certificate provided by the Company pursuant this Agreement (including but not limited to Section 2(b) hereof), and may deem such information correct until such time as it receives any written modification of any such certificate from the Company in respect thereof. The Collateral Trustee shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have been grossly negligent in ascertaining the pertinent facts. (dv) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, Agreement at the request or direction of the Requisite First Priority Holders Applicable Parity Lien Representative pursuant to this Trust Agreement or otherwiseany Security Document, unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity satisfactory to it against the costs, expenses and liabilities which that may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (evi) Upon Unless otherwise directed by the Applicable Parity Lien Representative, upon receipt by the Collateral Trustee of a written request of the Company signed by an officer (a “Security Document Order”), the Collateral Trustee is hereby authorized to execute and enter into, and if satisfactory in form to the Collateral Trustee, shall execute and enter into, without further consent of any application or demand by Satmex other Secured Party, any Security Document to be executed after the date hereof. Such Security Document Order shall (i) state that it is being delivered to the Collateral Trustee pursuant to take or permit any action under any of the provisions of Parity Lien Documents, and is a Security Document Order referred to in this Trust AgreementSection 6(d)(vi), any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to (ii) instruct the Collateral Trustee a certificate of a Responsible Officer stating to execute and enter into such Security Document and (iii) certify that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating precedent under the extant Parity Lien Documents to the proposed action execution and delivery of the Security Document have been complied withsatisfied. Each of the holders of Parity Lien Obligations, by their acceptance thereof, authorize and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to direct the Collateral TrusteeTrustee to execute such Security Documents.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable advisable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting taking of any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved provided or established by a certificate of a Responsible Officer an officer of Satmex or of the Indenture Trustee AWNA delivered to the Collateral Trustee, and such officers' certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5. (b) The Collateral Trustee may consult with counsel of its selectioncounsel, and any Opinion or advice opinion of Counsel such counsel (which may be in-house counsel for the Collateral Trustee) shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the The Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust AgreementAgreement or any Collateral Document. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including including, without limitation, such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable advisable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting taking of any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved provided or established by a certificate of a Responsible Officer an officer of Satmex or of the Indenture Trustee Warnaco delivered to the Collateral Trustee, and such officer's certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5. (b) The Collateral Trustee may consult with counsel of its selectioncounsel, and any Opinion or advice opinion of Counsel such counsel (which may be in-house counsel for the Collateral Trustee) shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the The Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust AgreementAgreement or any other Loan Document. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including including, without limitation, such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Collateral Trust Agreement, the First Priority Guarantees Agreement or the First Priority Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex financial or other senior officer of the Indenture Trustee Company or Controlling Party, as applicable, delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.55.5. (b) The Collateral Trustee may consult with counsel of its selectionlegal counsel, and any Opinion of Counsel (or other legal advice of Counsel such counsel) shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Trust Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Collateral Trust Agreement, the First Priority Guarantees Agreement and the First Priority Trust Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of emails, cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Collateral Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Collateral Trust Agreement, the First Priority Guarantees Agreement and the First Priority Trust Security Documents, at the request or direction of the Requisite First Priority Holders Controlling Party pursuant to this Collateral Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable security and indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex any of the Grantors to the Collateral Trustee to take or permit any action under any of the provisions of this Collateral Trust Agreement, any First Priority Guarantee Agreement or any First Priority Trust Security Document, Satmex the Company shall furnish to the Collateral Trustee a certificate of a Responsible Officer of the Company stating that all conditions precedent, if any, provided for in this Collateral Trust Agreement, in any relevant Trust Security Document or in the First Priority Document Debt Documents or the Junior Priority Debt Documents relating to the proposed action have been (or, substantially contemporaneously with such action, shall be) complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Collateral Trust Agreement, any First Priority Guarantee Agreement or any First Priority a Trust Security Document relating to such particular application or demand, such additional document shall also be furnished furnished. (f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a financial or other appropriate officer provided to such counsel in connection with such opinion or representations made by a financial or other senior officer in a writing filed with the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Trust Agreement, the First Second Priority Guarantees or the First Second Priority Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex or of the Indenture Trustee delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5. (b) The Collateral Trustee may consult with counsel of its selection, and any Opinion or advice of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them hereunder or under any First Second Priority Guarantee or First Second Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement, the First Second Priority Guarantees and the First Second Priority Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Second Priority Guarantees and the First Second Priority Security Documents, at the request or direction of the Requisite First Second Priority Holders pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Second Priority Guarantee or any First Second Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Second Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Second Priority Guarantee or any First Second Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee. (a) The Collateral Trustee is hereby directed to execute, formalize, deliver, and perform its obligations and exercise its rights and remedies under the Common Representative Agreement, including to carry out any acts to formalize, grant and deliver the Common Representative Agreement under Mexican law and to give full legal effect thereto under the applicable Mexican laws pursuant to the written request and direction of the Company.

Reliance by Collateral Trustee. (ai) Whenever in the administration exercise of its rights or powers and the performance of its duties under this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it reasonably necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved provided or established by a certificate of a Responsible Officer of Satmex or of the Indenture Trustee any Grantor delivered to the Collateral Trustee, and such certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5Section 6(e). (bii) The Collateral Trustee may consult with counsel of its selection, and any Opinion or the advice of Counsel such counsel, or any opinion of counsel who is not an employee of the Collateral Trustee, shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (ciii) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which that it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust AgreementAgreement or any Security Document. Without limitation to the foregoing, the Collateral Trustee may conclusively rely as provided in this Section 6(d) on any Officer’s Certificate provided by the Issuers pursuant this Agreement (including but not limited to Section 2(b) hereof), and may deem such information correct until such time as it receives any written modification of any such certificate from the Issuers in respect thereof. (div) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, Agreement at the request or direction of the Requisite First Priority Holders Applicable Parity Lien Representative pursuant to this Trust Agreement, the Intercreditor Agreement or otherwiseany Security Document, unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity satisfactory to it against the costs, expenses and liabilities which that may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable advisable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting taking of any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved provided or established by a certificate of a Responsible Officer an officer of Satmex or of the Indenture Trustee AWNA delivered to the Collateral Trustee, and such officer's certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5. (b) The Collateral Trustee may consult with counsel of its selectioncounsel, and any Opinion or advice opinion of Counsel such counsel (which may be in-house counsel for the Collateral Trustee) shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the The Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust AgreementAgreement or any Collateral Document. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including including, without limitation, such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Trust Agreement, the First Priority Guarantees Agreement or the First Priority other Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex or of the Indenture Trustee Company delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5Section 5.5. (b) The Collateral Trustee may consult with counsel, and, to the extent not prohibited by applicable law, any advice of such counsel of its selection, and any or Opinion or advice of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Trust Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement, the First Priority Guarantees Agreement and the First Priority other Trust Security Documents from the Directing Parties, a certificate of a Responsible Officer of the Company or any court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or any documents executed in connection herewith. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in actingacting in good faith, upon any direction, instruction, resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe (without having any obligation to determine the authenticity or genuineness thereof) to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its bad faith, gross negligence or willful misconductmisconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees Agreement and the First Priority other Trust Security DocumentsDocuments or to advance or expend funds in the performance of its duties or the exercise of its rights, at the request or direction of the Requisite First Priority Holders Directing Parties pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable such security and or indemnity reasonably satisfactory to the Collateral Trustee against the reasonable documented out-of-pocket costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex any of the Grantors (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee Agreement or any First Priority other Trust Security Document, Satmex the Company shall furnish to the Collateral Trustee a certificate of a Responsible Officer of the Company stating that all conditions precedent, if any, provided for in this Trust Agreement, in any other relevant First Priority Trust Security Document or in the Secured Instruments relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee Agreement or any First Priority other Trust Security Document relating to such particular application or demand, such additional document shall also be furnished furnished. (f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer of the Company provided to such counsel in connection with such opinion or representations made by a Responsible Officer of the Company in a writing filed with the Collateral Trustee. (g) The Collateral Trustee may at any time solicit written confirmatory directions from the Directing Parties, an Officers’ Certificate or an order of a court of competent jurisdiction, as to any action that it may be directed by the Directing Parties to take, or that it may propose to take in its sole discretion, in the performance of any of its obligations under this Agreement or the other Trust Security Documents. (h) No written direction given to the Collateral Trustee by the Directing Parties that in the reasonable judgment of the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement and the other Trust Security Documents will be binding upon the Collateral Trustee unless the Collateral Trustee elects, at its sole option, to accept such direction. (i) To the extent not prohibited by applicable law, in no event shall the Collateral Trustee have any obligation to inquire or investigate as to the correctness, veracity, or content of any direction received from the Directing Parties. The agreements of the Grantors and Secured Parties under this Section 5.4 exculpating or otherwise protecting or authorizing the Collateral Trustee shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Trustee hereunder.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder by the Collateral Trustee under any of the Class 4 Documents, unless otherwise provided herein or thereundertherein, such matter (unless other evidence in respect thereof is be herein or therein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible an Authorized Officer of Satmex or of the Indenture Trustee any Collateral Grantor delivered to the Collateral Trustee, and such certificate shall be constitute a full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to thereon unless the provisions Collateral Trustee shall have actual knowledge of subsection 8.5any inaccuracy therein. (b) The Collateral Trustee may consult with independent counsel (excluding any employee of its selectionthe Collateral Trustee, any Collateral Guarantor or any affiliate of any Collateral Guarantor), and any Opinion or advice opinion of Counsel such counsel shall be full and complete authorization and protection for the Collateral Trustee in respect of any an action taken taken, suffered or suffered omitted by them it hereunder or under any First Priority Guarantee or First Priority Security Document of the Class 4 Documents in accordance therewithwith such opinion unless the Collateral Trustee has actual knowledge or a reason to question the validity or accuracy of such opinion or of any assumption expressed therein as the basis for such opinion. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Collateral Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond bond, or other paper or document (whether in its original or facsimile form) which it in good faith reasonably believes to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed expression therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of this Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the any Collateral Trustee shall have been provided reasonable security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral TrusteeDocument. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Collateral Trust Agreement, the First Priority Guarantees Agreement or the First Priority Collateral Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex or of the Indenture Trustee delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5Section 5.05. (b) The Collateral Trustee may consult with counsel of its selectionchoice, and any Opinion or advice of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Collateral Trust Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Collateral Trust Agreement, the First Priority Guarantees Agreement and the First Priority Collateral Trust Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Collateral Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Collateral Trust Agreement, the First Priority Guarantees Agreement and the First Priority Collateral Trust Security Documents, at the request or direction of the Requisite First Priority Holders Applicable Representatives pursuant to this Collateral Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex any of the Loan Parties (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Collateral Trust Agreement, any First Priority Guarantee Agreement or any First Priority Collateral Trust Security Document, Satmex the Borrower shall furnish to the Collateral Trustee a certificate of a relevant Responsible Officer stating that all conditions precedent, if any, provided for in this Collateral Trust Agreement, in any relevant First Priority Collateral Trust Security Document or in any relevant Specified Agreement (as defined in the Collateral Agreement) relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Collateral Trust Agreement, any First Priority Guarantee Agreement or any First Priority a Collateral Trust Security Document relating to such particular application or demand, such additional document shall also be furnished furnished. (f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder by the Collateral Trustee under this Agreement or thereunderany of the other Collateral Documents, unless otherwise provided herein or therein, such matter (unless other evidence in respect thereof is be herein or therein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible an Authorized Officer of Satmex or of the Indenture Trustee Grantors delivered to the Collateral Trustee, and such certificate shall be constitute a full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to thereon unless the provisions Collateral Trustee shall have actual knowledge of subsection 8.5any inaccuracy therein. (b) The Collateral Trustee may retain and consult with counsel of its selection, and any Opinion or advice opinion of Counsel such counsel shall be full and complete authorization and protection for the Collateral Trustee in respect of any an action taken taken, suffered or suffered omitted by them it hereunder or under any First Priority Guarantee or First Priority Security Document of the other Collateral Documents in accordance therewithwith such opinion unless the Collateral Trustee has actual knowledge that such opinion is invalid or inaccurate or a reason to question the validity or accuracy of such opinion or of any assumption expressed therein as the basis for such opinion. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond bond, or other paper or document (whether in its original or facsimile form) which it in good faith reasonably believes to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies emails and telexestelecopies, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed expression therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of this Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the any other Collateral Trustee shall have been provided reasonable security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral TrusteeDocument. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts under this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any of the Grantors in connection with the Collateral Trustee taking, suffering or omitting omission of any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is herein specifically prescribedprescribed under this Agreement) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved provided or established by a certificate of a Responsible Officer of Satmex such Grantor(s) or any officer of the Indenture Trustee Agent or Trustee, as applicable, in each case, delivered to the Collateral Trustee, and such certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, ; subject, however, to the provisions of subsection 8.5Section 3.20 of this Agreement. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Grantors, the Agent or the Trustee to the Collateral Trustee pursuant to the terms hereof shall in all cases be signed by a Responsible Officer of such Person, if such Person is a Grantor, or, otherwise, by any officer thereof. (b) The Collateral Trustee may consult with counsel of its selectioncounsel, accountants and other experts, and any Opinion opinion or advice of Counsel any such counsel, any such accountant, and any such other expert shall be full and complete authorization and protection in respect of any action taken or suffered by them the Collateral Trustee hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reasonable reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Agreement or any other Collateral Trust AgreementDocument. (d) The If the Collateral Trustee has been requested or directed to take action under this Agreement, including, without limitation, pursuant to Section 3.3, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, any Collateral Trust Document unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts under this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any of the Grantors in connection with the Collateral Trustee taking, suffering or omitting omission of any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is herein specifically prescribedprescribed under this Agreement) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved provided or established by a certificate of a Responsible Officer of Satmex such Grantor(s) or any officer of the Indenture Agent or the Issuer Trustee or the SSC Master Trust Trustee, as applicable, in each case, delivered to the Collateral Trustee, and such certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, ; subject, however, to the provisions of subsection 8.5Section 3.20 of this Agreement. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Grantors, the Agent or any Trustee to the Collateral Trustee pursuant to the terms hereof shall in all cases be signed by a Responsible Officer of such Person, if such Person is a Grantor, or, otherwise, by any officer thereof. (b) The Collateral Trustee may consult with counsel of its selectioncounsel, accountants and other experts, and any Opinion opinion or advice of Counsel any such counsel, any such accountant, and any such other expert shall be full and complete authorization and protection in respect of any action taken or suffered by them the Collateral Trustee hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reasonable reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Agreement or any other Collateral Trust AgreementDocument. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in If the Collateral Trustee by has been requested or directed to take action under this Trust Agreement, the First Priority Guarantees and the First Priority Security Documentsincluding, at the request or direction of the Requisite First Priority Holders without limitation, pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.Section

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust AgreementAgreement or, the First Priority Guarantees or the First Priority Security Documents pursuant to any other Shared Collateral Document, the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunderby the Collateral Trustee unless otherwise provided herein (including, without limitation, the determination of the composition of the Required Representatives), such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex an officer or the Controller of the Indenture Trustee Grantor delivered to the Collateral TrusteeTrustee and the Representatives, and such certificate shall be constitute a full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereonthereon unless (i) the Collateral Trustees shall have actual knowledge of an inaccuracy therein or (ii) any Representative shall provide contrary information in writing with respect to such matter within 10 days of the date of such certificate, subjectin which case unless such Representative and the Grantor can reach agreement on such issue within a period of 10 days, howeverthe Collateral Trustee shall appoint, at the expense of the Grantor, an American Arbitration Association arbitrator (who shall be reasonably acceptable to the provisions of subsection 8.5Grantor and such Representative) to resolve the dispute. (b) The Collateral Trustee may consult with independent counsel, independent public accountants and other experts selected by it (including, counsel to or any employee of its selectionthe Grantor or any Affiliate of the Grantor, but excluding counsel to or any employee of, any Representative or any other Secured Holder (but not excluding Shearman &Sterling)) and any Opinion or advice opinion of Counsel such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewiththerewith unless such Collateral Trustee has actual knowledge of a reason to question the validity or accuracy of such opinion or of any assumptions expressed therein as the basis for such opinion. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Collateral Trust Agreement, Estate or the First Priority Guarantees and Collateral Account or any account established pursuant to Section 5.02 from the First Priority Security Documents from Required Representatives or any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith reasonably believes to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any notices, certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of this Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the any Shared Collateral Trustee shall have been provided reasonable security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral TrusteeDocument. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Trust Agreement, the First Second Priority Guarantees or the First Second Priority Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex or of the Indenture Trustee delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5. (b) The Collateral Trustee may consult with counsel of its selection, and any Opinion or advice of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them hereunder or under any First Second Priority Guarantee or First Second Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement, the First Second Priority Guarantees and the First Second Priority Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Second Priority Guarantees and the First Second Priority Security Documents, at the request or direction of the Requisite First Second Priority Holders pursuant to this Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided reasonable security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Second Priority Guarantee or any First Second Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Second Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Second Priority Guarantee or any First Second Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee. (f) The Collateral Trustee is hereby directed to execute, formalize, deliver, and perform its obligations and exercise its rights and remedies under the Common Representative Agreement, including to carry out any acts to formalize, grant and deliver the Common Representative Agreement under Mexican law and to give full legal effect thereto under the applicable Mexican laws pursuant to the written request and direction of the Company.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunderby the Collateral Trustee unless otherwise provided herein, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible an Authorized Officer of Satmex or of the Indenture Trustee Grantor delivered to the Collateral TrusteeTrustee and the OTS, and such certificate shall be constitute a full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereonthereon unless (i) the Collateral Trustee shall have actual knowledge of an inaccuracy therein or (ii) the OTS shall provide contrary information with respect to such matter within 30 days of receipt thereof by the OTS, subject, however, to in which case the provisions of subsection 8.5Collateral Trustee may conclusively rely on the information provided by the OTS. (b) The Collateral Trustee may consult with independent counsel (including, without limitation, counsel to or any employee of its selectionthe Collateral Trustee, the Grantor or any Affiliate of the Grantor), and any Opinion or advice opinion of Counsel such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewiththerewith unless the Collateral Trustee has actual knowledge of a reason to question the validity or accuracy of such opinion or of any assumptions expressed therein as the basis for such opinion. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Collateral Trust Agreement, Estate or the First Priority Guarantees and the First Priority Security Documents Cash Collateral Account from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes they reasonably believe to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any notices, certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of this Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and Guaranty or the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the Cash Collateral Trustee shall have been provided reasonable security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral TrusteeAgreement. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (ai) Whenever in the administration of the trusts of this Trust Agreement, the First Priority Guarantees or the First Priority Security Documents Agreement the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunderby the Collateral Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved provided or established by a certificate of a Responsible Officer of Satmex or of the Indenture Trustee any Grantor delivered to the Collateral Trustee, and such certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.5Section 6(e). (bii) The Collateral Trustee may consult with counsel of its selection, and any Opinion or advice opinion of Counsel such counsel who is not an employee of the Collateral Trustee shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Trust Agreement, the First Priority Guarantees and the First Priority Security Documents Estate from any court of competent jurisdiction. (ciii) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which that it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Trust AgreementAgreement or any Security Document. Without limitation to the foregoing, the Collateral Trustee may conclusively rely as provided in this Section 6(d) on any Officer’s Certificate provided by the Company pursuant to Section 2(b) hereof, and may deem such information correct until such time as it receives any written modification of any such certificate from the Company in respect thereof. (div) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, Agreement at the request or direction of the Requisite First Priority Holders Applicable Authorized Representative pursuant to this Trust Agreement, the ABL Intercreditor Agreement or otherwiseany Security Document, unless the Collateral Trustee shall have been provided reasonable adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Trust AgreementAgreement or, the First Priority Guarantees or the First Priority Security Documents pursuant to any other Collateral Document, the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunderby the Collateral Trustee unless otherwise provided herein (including, without limitation, the determination of the composition of the Required Representatives), such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex an officer or the Controller of the Indenture Trustee Company delivered to the Collateral TrusteeTrustee and the Representatives, and such certificate shall be constitute a full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, thereon unless (i) the Collateral Trustee shall have actual knowledge of an inaccuracy therein or (ii) any Representative shall provide contrary information in writing with respect to such matter within 10 days of the provisions date of subsection 8.5such certificate. (b) The Collateral Trustee may consult with independent counsel, independent public accountants and other experts selected by it (including, counsel to or any employee of its selectionany Grantor or any affiliate of the Grantor), and any Opinion or advice opinion of Counsel such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Security Document in accordance therewiththerewith unless the Collateral Trustee has actual knowledge of the incorrectness of such opinion or the facts upon which such opinion are stated to be based are wrong. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this the Collateral Trust Agreement, Estate or the First Priority Guarantees and Collateral Account or any account established pursuant to Section 5.02 hereof from the First Priority Security Documents from Required Representatives or any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith reasonably believes to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any notices, certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of this Trust Agreement. (d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or otherwise, unless the any Collateral Trustee shall have been provided reasonable security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral TrusteeDocument. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Collateral Trust Agreement, the First Priority Guarantees Agreement or the First Priority Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of Satmex the Company or of the Indenture Trustee Controlling Party, as applicable, delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of subsection 8.55.5. (b) The Collateral Trustee may consult with counsel of its selectioncounsel, and any Opinion or advice of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them it hereunder or under any First Priority Guarantee or First Priority Trust Security Document in accordance therewith. The Collateral Trustee shall have the right may at any time to seek solicit written confirmatory instructions concerning from the administration Controlling Party, an officer’s certificate of this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents from any a Grantor or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Collateral Trust Agreement or any documents executed in connection herewith. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it in good faith believes has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Collateral Trust Agreement. (d) The Collateral Trustee shall will not be required to advance or expend any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder unless it has been provided with security or indemnity satisfactory to it against any and all liability or expense which may be incurred by it by reason of taking or continuing to take such action. The Collateral Trustee shall be under any no obligation to exercise any of the rights or powers vested in the Collateral Trustee it by this Collateral Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, Agreement at the request or direction of the Requisite First Priority Holders Controlling Party pursuant to this Collateral Trust Agreement or otherwiseAgreement, unless such Controlling Party shall have offered to the Collateral Trustee shall have been provided reasonable security and or indemnity satisfactory to the Collateral Trustee against the costs, expenses and liabilities which may might be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex any of the Grantors (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Collateral Trust Agreement, any First Priority Guarantee Agreement or any First Priority Trust Security Document, Satmex the Company shall furnish to the Collateral Trustee a certificate of a Responsible Officer of the Company stating that all conditions precedent, if any, provided for in this Collateral Trust Agreement, in any relevant Trust Security Document or in the First Priority Document Credit Agreement, the Second Priority Credit Agreements or any Additional Debt Documents relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Collateral Trust Agreement, any First Priority Guarantee Agreement or any First Priority a Trust Security Document relating to such particular application or demand, such additional document shall also be furnished furnished. A copy of any such certificate referred to in the prior sentence shall be simultaneously delivered to the Controlling Party. Except for withdrawals and releases of Collateral requested under, and permitted by the terms of, Subsections 6.11(e), (f), (g) and (i) below, which releases and withdrawals shall be governed by, and effected in accordance with the terms set forth in such subsections, unless the Controlling Party shall have given telephonic notice to the Collateral Trustee, to the effect that the requested action is not permitted, prior to 5:00 p.m. (New York City time) on the second Business Day following the Collateral Trustee’s receipt of such Company or Grantor certificate (such notice to be confirmed in writing delivered by a nationally recognized overnight courier and received by the Collateral Trustee no later than 12:00 p.m. noon (New York City time) on the third Business Day following Collateral Trustee’s receipt of such certificate), the Collateral Trustee shall be authorized to take or permit the requested action, provided that the Controlling Party shall be deemed to have approved and authorized such requested action if the Collateral Trustee shall not have received such notices of the Controlling Party as described in this subsection 5.4(e). A copy of any notice referred to in the parenthetical above by the Controlling Party to the Collateral Trustee shall be sent simultaneously to the Company and any applicable Grantor. (f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer provided to such counsel in connection with such opinion or representations made by a Responsible Officer in a writing filed with the Collateral Trustee. (g) In the event there is any bona fide, good faith disagreement between the parties to this Collateral Trust Agreement or any of the documents executed in connection herewith resulting in adverse claims being made in connection with the Collateral held by the Collateral Trustee, the Collateral Trustee shall be entitled to refrain from taking any action (and will incur no liability for doing so) until directed in writing by the Controlling Party (but, in each case, the Controlling Party may only provide directions regarding such matters as it would otherwise be permitted to direct under this Collateral Trust Agreement and the Trust Security Documents) or by order of a court of competent jurisdiction.