FORTY THREE
THOUSAND SIX HUNDRED AND TWENTY SIX DOLLARS (US$309,543,626); AND
(C)
CLAUSE 3.2(A) (PAYMENTS TO THE LAUNCH
SERVICES PROVIDER) SHALL NOT EXCEED TWENTY ONE MILLION SIX HUNDRED THOUSAND
DOLLARS (US$21,600,000).
50
4.
CONDITIONS OF UTILISATION
4.1
INITIAL CONDITIONS PRECEDENT
The Borrower shall not deliver a Utilisation Request unless the COFACE Agent has
received all of the documents and other evidence listed in Schedule 2
(Conditions Precedent) in form and substance satisfactory to the COFACE Agent.
The COFACE Agent shall notify the Borrower and the Lenders promptly upon being
so satisfied.
4.2
FURTHER CONDITIONS PRECEDENT
The Lenders will only be obliged to comply with Clause 5.6 (Lenders'
Participation) if on the date of the Utilisation Request and on the proposed
Utilisation Date:
(A)
NO DEFAULT IS CONTINUING OR WOULD BE LIKELY
TO RESULT FROM THE PROPOSED LOAN;
(B)
THE REPEATING REPRESENTATIONS TO BE MADE BY
THE BORROWER ARE TRUE IN ALL MATERIAL RESPECTS;
(C)
THE CREDIT INSURANCE COVER UNDER THE COFACE
INSURANCE POLICY EXTENDED BY COFACE IN FAVOUR OF THE LENDERS IN RESPECT OF EACH
FACILITY IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN SUSPENDED OR CANCELLED,
AND THE COFACE AGENT SHALL, IN ITS SOLE DISCRETION, BE SATISFIED THAT ALL
CONDITIONS OF THE COFACE INSURANCE POLICY AND OF THE CREDIT INSURANCE COVER WITH
RESPECT TO SUCH COFACE INSURANCE POLICY HAVE BEEN SATISFIED IN FULL AND THAT THE
CREDIT INSURANCE COVERAGE WILL APPLY TO SUCH UTILISATION;
(D)
EACH COMMERCIAL CONTRACT IS IN FULL FORCE
AND EFFECT AND HAS NOT BEEN SUSPENDED, INTERRUPTED, CANCELLED, TERMINATED,
AMENDED OR MODIFIED IN ANY MATERIAL RESPECT (OTHERWISE THAN AS AUTHORISED BY THE
COFACE AGENT) AND NO ARBITRATION OR OTHER LEGAL PROCEEDINGS HAVE BEEN INITIATED
BETWEEN THE BORROWER AND THE SUPPLIER AND/OR LAUNCH SERVICES PROVIDER (AS THE
CASE MAY BE) IN RESPECT OF A COMMERCIAL CONTRACT;
(E)
FOR ANY UTILISATION REQUEST MADE FOR THE
PURPOSE REFERRED TO IN CLAUSE 3.1(B) (REIMBURSEMENT TO THE BORROWER), THE COFACE
AGENT SHALL HAVE RECEIVED EVIDENCE THAT THE PAYMENT TO THE SUPPLIER OF THE
CORRESPONDING INVOICES HAS BEEN MADE;
(F)
EACH OF THE DOCUMENTS, INFORMATION AND
OTHER EVIDENCE SPECIFIED IN AND REQUIRED TO BE ENCLOSED WITH EACH UTILISATION
REQUEST AND QUALIFYING CERTIFICATE, TOGETHER WITH ANY OTHER DOCUMENTS,
INFORMATION OR EVIDENCE REQUESTED BY THE COFACE AGENT (ON BEHALF OF THE LENDERS)
AND/OR THE FRENCH AUTHORITIES FROM TIME TO TIME, SHALL HAVE BEEN DELIVERED TO
THE COFACE AGENT (IN FORM AND SUBSTANCE SATISFACTORY TO THE COFACE AGENT);
(G)
THE BORROWER SHALL HAVE PAID OR ARRANGED FOR
PAYMENT WHEN DUE:
(I)
ALL FEES, COSTS, EXPENSES, CHARGES AND
OTHER AMOUNTS DUE AND PAYABLE BY IT UNDER THIS AGREEMENT ON THE UTILISATION DATE
FOR SUCH UTILISATION; AND
51
(II)
ANY AND ALL OTHER AMOUNTS DUE AND PAYABLE
UNDER THIS AGREEMENT ON SUCH UTILISATION DATE; THE BORROWER SHALL HAVE DELIVERED
TO THE COFACE AGENT SUCH EVIDENCE OF PAYMENT AS THE COFACE AGENT MAY REASONABLY
REQUEST; AND
(H)
IN RESPECT OF ANY PAYMENT TO THE SUPPLIER,
THE LAUNCH SERVICES PROVIDER AND/OR THE BORROWER IN ACCORDANCE