Common use of Commercial Contracts Clause in Contracts

Commercial Contracts. (a) The Borrower shall not (and shall ensure that none of the Traders will), without the consent of the Facility Agent (acting on the instructions of the Majority Lenders): (i) agree to or permit any amendment to, or variation or waiver of, any material term of any relevant Commercial Contract (except for an Acceptable Amendment); (ii) agree to or permit the cancellation, suspension, termination or revocation of any relevant Commercial Contract (other than an Assigned Offtake Contract that is promptly replaced by another Assigned Offtake Contract); (iii) release any other party to a relevant Commercial Contract from its material obligations under that Commercial Contract; (iv) consent to any act or omission by any other party to a relevant Commercial Contract which could constitute a material breach of that Commercial Contract; (v) exercise any right of set-off or counterclaim under the relevant Commercial Contracts; or (vi) transfer any of its material obligations under any relevant Commercial Contract to any person. (b) Except with the consent of the Facility Agent (acting on the instructions of the Majority Lenders), the Borrower shall (and shall ensure that each Trader will): (i) duly and punctually comply with, and maintain in full force and effect, its material obligations under each relevant Commercial Contract (notwithstanding the existence of a dispute or event of force majeure (however defined)) and exercise all of its rights against the other parties to the relevant Commercial Contracts; (ii) ensure that all payments under an Assigned Export Contract are made to the Borrower Collection Account (except for the first payment after the date of opening or refiling of a transaction passport in respect of the relevant Assigned Export Contract) without set-off or counterclaim; (iii) ensure that all payments under an Assigned Offtake Contract are made to the relevant Trader Collection Account without set-off or counterclaim; (iv) ensure that each Assigned Export Contract, and all invoices and like documents delivered under each Assigned Export Contract shall, unless otherwise directed by the Facility Agent, contain a provision irrevocably directing that all payments thereunder be made to the Borrower Collection Account (except for the first payment after the date of opening or refiling of a transaction passport in respect of the relevant Assigned Export Contract) and without set-off or counterclaim; (v) ensure that each Assigned Offtake Contract, and all invoices and like documents delivered under each Assigned Offtake Contract shall, unless otherwise directed by the Facility Agent, contain a provision irrevocably directing that all payments thereunder be made only to the relevant Trader Collection Account and without set-off or counterclaim; (vi) if requested by the Facility Agent, deliver to the Facility Agent a copy of the commercial invoice, delivery and acceptance act (if any) and/or like documents for each delivery of the Products under each Commercial Contract; and (vii) enter into each Commercial Contract on an arm’s length basis and on commercial terms generally acceptable in the international industry for the relevant Product in the then prevailing business and economic environment. (c) This Clause 20.15 shall not apply to any Replaced Commercial Contract.

Commercial Contracts. The following documents shall have been delivered to the COFACE Agent: (a) The Borrower shall not (a copy, certified as true and shall ensure that none complete by an Authorised Signatory of the Traders will)Supplier and the Launch Services Provider, without the consent of the Facility Agent (acting on the instructions of the Majority Lenders): (i) agree to or permit any amendment to, or variation or waiver of, any material term of any relevant Commercial Contract (except for an Acceptable Amendment); (ii) agree to or permit the cancellation, suspension, termination or revocation of any relevant Commercial Contract (other than an Assigned Offtake Contract that is promptly replaced by another Assigned Offtake Contract); (iii) release any other party to a relevant Commercial Contract from its material obligations under that each Commercial Contract; (iv) consent to any act or omission by any other party to a relevant Commercial Contract which could constitute a material breach of that Commercial Contract; (v) exercise any right of set-off or counterclaim under the relevant Commercial Contracts; or (vi) transfer any of its material obligations under any relevant Commercial Contract to any person. (b) Except with the consent a certificate of incumbency and authority, signed by a director of the Facility Agent (acting on Supplier and the instructions Launch Services Provider specifying the names and titles of each of the Majority Lenders), Authorised Signatories of the Borrower shall (Supplier and shall ensure that each Trader will):the Launch Services Provider: (i) duly whose signature(s) appear on each Commercial Contract and punctually comply withTransaction Document to which it is a party; and (ii) who shall sign all other certificates (including each Qualifying Certificate), notices and maintain documents referred to in this Agreement on behalf of the Supplier and the Launch Services Provider (as the case may be); (c) a certificate, signed by an Authorised Signatory of the Supplier, certifying that the Satellite Construction Contract is in full force and effect, its material obligations under each relevant Commercial Contract (notwithstanding the existence of a dispute or event of force majeure (however defined)) and exercise all of its rights against the other parties to the relevant Commercial Contracts; (ii) ensure that all payments under an Assigned Export Contract are made to the Borrower Collection Account (except for the first payment after with the date of opening such entry into full force and effect, and has not been suspended, interrupted, cancelled or refiling of a transaction passport terminated, amended or modified and no arbitration or other legal proceedings have been initiated between the Borrower and the Supplier in respect of the relevant Assigned Export Satellite Construction Contract) without set-off or counterclaim; (iiid) ensure a certificate, signed by an Authorised Signatory of the Launch Services Provider, certifying that all payments under an Assigned Offtake the Launch Services Contract are made to the relevant Trader Collection Account without set-off or counterclaim; (iv) ensure that each Assigned Export Contractis in full force and effect, and all invoices and like documents delivered under each Assigned Export Contract shall, unless otherwise directed by the Facility Agent, contain a provision irrevocably directing that all payments thereunder be made to the Borrower Collection Account (except for the first payment after with the date of opening such entry into full force and effect, and has not been suspended, interrupted, cancelled or refiling of a transaction passport terminated, amended or modified and no arbitration or other legal proceedings have been initiated between the Borrower and the Launch Services Provider in respect of the relevant Assigned Export Launch Services Contract) ; and without set-off or counterclaim;Americas 90643250 170 (ve) ensure that each Assigned Offtake Contract, and all invoices and like documents delivered under each Assigned Offtake Contract shall, unless otherwise directed written evidence received from: (i) the Supplier of the payment by the Facility Agent, contain a provision irrevocably directing that all payments thereunder be made only Borrower to the relevant Trader Collection Account and without set-off or counterclaim; (vi) if requested by the Facility Agent, deliver to the Facility Agent a copy Supplier of the commercial invoice, delivery and acceptance act (if any) and/or like documents for each delivery Advance Payment in respect of the Products under each Commercial Satellite Construction Contract; and (viiii) enter into each Commercial Contract on an arm’s length basis and on commercial terms generally acceptable the Launch Services Provider of the payment by the Borrower to the Launch Services Provider of the Advance Payment in respect of the international industry for the relevant Product in the then prevailing business and economic environment. (c) This Clause 20.15 shall not apply to any Replaced Commercial Launch Services Contract.

Commercial Contracts. The following documents shall have been delivered to the COFACE Agent: (a) The Borrower shall not (a copy, certified as true and shall ensure that none complete by an Authorised Signatory of the Traders will)Supplier and the Launch Services Provider, without the consent of the Facility Agent (acting on the instructions of the Majority Lenders): (i) agree to or permit any amendment to, or variation or waiver of, any material term of any relevant Commercial Contract (except for an Acceptable Amendment); (ii) agree to or permit the cancellation, suspension, termination or revocation of any relevant Commercial Contract (other than an Assigned Offtake Contract that is promptly replaced by another Assigned Offtake Contract); (iii) release any other party to a relevant Commercial Contract from its material obligations under that each Commercial Contract; (iv) consent to any act or omission by any other party to a relevant Commercial Contract which could constitute a material breach of that Commercial Contract; (v) exercise any right of set-off or counterclaim under the relevant Commercial Contracts; or (vi) transfer any of its material obligations under any relevant Commercial Contract to any person. (b) Except with the consent a certificate of incumbency and authority, signed by a director of the Facility Agent (acting on Supplier and the instructions Launch Services Provider specifying the names and titles of each of the Majority Lenders), Authorised Signatories of the Borrower shall (Supplier and shall ensure that each Trader will):the Launch Services Provider: (i) duly whose signature(s) appear on each Commercial Contract and punctually comply withTransaction Document to which it is a party; and (ii) who shall sign all other certificates (including each Qualifying Certificate), notices and maintain documents referred to in this Agreement on behalf of the Supplier and the Launch Services Provider (as the case may be); (c) a certificate, signed by an Authorised Signatory of the Supplier, certifying that the Satellite Construction Contract is in full force and effect, its material obligations under each relevant Commercial Contract (notwithstanding the existence of a dispute or event of force majeure (however defined)) and exercise all of its rights against the other parties to the relevant Commercial Contracts; (ii) ensure that all payments under an Assigned Export Contract are made to the Borrower Collection Account (except for the first payment after with the date of opening such entry into full force and effect, and has not been suspended, interrupted, cancelled or refiling of a transaction passport terminated, amended or modified and no arbitration or other legal proceedings have been initiated between the Borrower and the Supplier in respect of the relevant Assigned Export Satellite Construction Contract) without set-off or counterclaim; (iiid) ensure a certificate, signed by an Authorised Signatory of the Launch Services Provider, certifying that all payments under an Assigned Offtake the Launch Services Contract are made to the relevant Trader Collection Account without set-off or counterclaim; (iv) ensure that each Assigned Export Contractis in full force and effect, and all invoices and like documents delivered under each Assigned Export Contract shall, unless otherwise directed by the Facility Agent, contain a provision irrevocably directing that all payments thereunder be made to the Borrower Collection Account (except for the first payment after with the date of opening such entry into full force and effect, and has not been suspended, interrupted, cancelled or refiling of a transaction passport terminated, amended or modified and no arbitration or other legal proceedings have been initiated between the Borrower and the Launch Services Provider in respect of the relevant Assigned Export Contract) and without set-off or counterclaim; (v) ensure that each Assigned Offtake Contract, and all invoices and like documents delivered under each Assigned Offtake Contract shall, unless otherwise directed by the Facility Agent, contain a provision irrevocably directing that all payments thereunder be made only to the relevant Trader Collection Account and without set-off or counterclaim; (vi) if requested by the Facility Agent, deliver to the Facility Agent a copy of the commercial invoice, delivery and acceptance act (if any) and/or like documents for each delivery of the Products under each Commercial Launch Services Contract; and (viie) enter into each Commercial Contract on an arm’s length basis and on commercial terms generally acceptable in the international industry for the relevant Product in the then prevailing business and economic environment.written evidence received from: (ci) This Clause 20.15 shall not apply the Supplier of the payment by the Borrower to any Replaced Commercial the Supplier of the Advance Payment in respect of the Satellite Construction Contract; and (ii) the Launch Services Provider of the payment by the Borrower to the Launch Services Provider of the Advance Payment in respect of the Launch Services Contract.