Facility and which is a minimum of one million Dollars
(US$1,000,000) or, if less, the Available Facility.
5.6
LENDERS' PARTICIPATION
(A)
IF THE CONDITIONS SET OUT IN THIS AGREEMENT
HAVE BEEN MET, EACH LENDER SHALL MAKE ITS PARTICIPATION IN EACH LOAN AVAILABLE
BY THE UTILISATION DATE THROUGH ITS FACILITY OFFICE.
(B)
THE AMOUNT OF EACH LENDER'S PARTICIPATION IN
EACH LOAN WILL BE EQUAL TO THE PROPORTION BORNE BY ITS AVAILABLE COMMITMENT TO
THE AVAILABLE FACILITY IMMEDIATELY PRIOR TO MAKING THE LOAN.
(C)
THE COFACE AGENT SHALL NOTIFY EACH LENDER
OF THE AMOUNT OF EACH LOAN AND THE AMOUNT OF ITS PARTICIPATION IN THAT LOAN
BY 11:00 A.M. (PARIS TIME) ON A BUSINESS DAY WHICH IS SEVEN (7) BUSINESS DAYS
PRIOR TO THE PROPOSED UTILISATION DATE FOR SUCH UTILISATION.
5.7
CANCELLATION OF COMMITMENT
The Total Commitments which, at that time, are unutilised shall be immediately
cancelled at the end of the Availability Period.
6.
REPAYMENT
6.1
REPAYMENT
(A)
THE BORROWER SHALL MAKE SUCH REPAYMENTS AS
MAY BE NECESSARY TO ENSURE THAT ON EACH OF THE DATES SET OUT IN THE REPAYMENT
SCHEDULE (EACH A "REPAYMENT DATE") THE AGGREGATE AMOUNT OF THE LOANS IS REDUCED
BY AN AMOUNT EQUAL TO THE PRODUCT OF THE AGGREGATE AMOUNT OF THE LOANS AS AT THE
CLOSE OF BUSINESS IN PARIS ON THE LAST DAY OF THE AVAILABILITY PERIOD AND THE
PERCENTAGE (AS SET OUT NEXT TO THE RELEVANT REPAYMENT DATE) IN THE REPAYMENT
SCHEDULE WHICH CORRESPONDS TO SUCH REPAYMENT DATE.
NOTWITHSTANDING ANYTHING TO
THE
56
CONTRARY IN CLAUSE 6.1(B) BELOW, ALL OUTSTANDING LOANS WILL IN ANY EVENT BE
REPAID IN FULL BY THE BORROWER BY THE FINAL MATURITY DATE.
(B)
IF A LAUNCH FAILURE OCCURS OR THERE IS A
FAILURE TO BRING A SATELLITE INTO FULL SERVICE AND THE BORROWER ELECTS TO ORDER
A REPLACEMENT SATELLITE IN ACCORDANCE WITH CLAUSE 7.5(B) (MANDATORY PREPAYMENT -
INSURANCE AND CONDEMNATION EVENTS), THE LENDERS (ACTING UNANIMOUSLY) MAY,
SUBJECT TO A SPECIFIC APPROVAL FROM COFACE, UPON WRITTEN REQUEST FROM THE
BORROWER CONSENT TO AN ADJUSTMENT TO THE REPAYMENT PROFILE OF THE FACILITIES.
6.2
REBORROWING
The Borrower may not reborrow any part of a Facility which is repaid.
7.
PREPAYMENT AND CANCELLATION
7.1
ILLEGALITY
If it becomes unlawful in any applicable jurisdiction for a Lender to perform
any of its obligations as contemplated by this Agreement or to fund or maintain
its participation in any Loan:
(A)
THAT LENDER SHALL PROMPTLY NOTIFY THE
COFACE AGENT UPON BECOMING AWARE OF THAT EVENT;
(B)
UPON THE COFACE AGENT NOTIFYING THE
BORROWER, THE COMMITMENT OF THAT LENDER WILL BE IMMEDIATELY CANCELLED; AND
(C)
THE BORROWER SHALL REPAY THAT LENDER'S
PARTICIPATION IN THE LOANS MADE TO THE BORROWER ON THE LAST DAY OF THE INTEREST
PERIOD FOR EACH LOAN OCCURRING AFTER THE COFACE AGENT HAS NOTIFIED THE BORROWER
OR, IF EARLIER, THE DATE SPECIFIED BY THE LENDER IN THE NOTICE DELIVERED TO THE
COFACE AGENT (BEING NO EARLIER THAN THE LAST DAY OF ANY APPLICABLE GRACE PERIOD
PERMITTED BY LAW).
7.2
MANDATORY PREPAYMENT -