Common use of Cashing Mandate Clause in Contracts

Cashing Mandate. (a) Each of the French Sellers is appointed by the Factor as its agent (mandataire) to receive the collections of the Transferred Receivables onto the Collection Accounts in accordance with the Collection Accounts Opening Agreements (encaissement and lettrage, the “Cashing Mandate”). (b) Each of the French Sellers shall expressly indicate the domiciliation and details of the relevant Collection Account in any of the invoices sent to the Debtors. The settlements and payments that each of the French Sellers will receive under the Collection Mandate and Cashing Mandate will be credited to the Collection Account, the operating methods of which are established in the relevant Collection Account Opening Agreement. (c) The Collection Account Opening Agreement shall expressly provide in this respect that: (i) the exclusive purpose of the Collection Account is to receive funds corresponding to Transferred Receivables in order for those funds to be swept on a daily basis onto the Factor’s account in accordance with the terms and conditions set forth in the Collection Accounts Opening Agreements; (ii) each of the French Sellers shall refrain from debiting funds from the Collection Account, the Factor being the only Party authorised to withdraw funds by debiting the Collection Account; and (iii) the Bank shall refrain from operating any set-off between the balance of the Collection Account and that of any other accounts opened with the Bank in the name of each of the French Sellers. (i) Should: (A) the Factor (in its reasonable opinion) require a French Seller to open a new Collection Account with a new Bank as a result of either (i) the inability of the intended parties to a Collection Account Opening Agreement to agree on terms of a Collection Account Opening Agreement which are satisfactory to the Factor or the termination of the relevant Collection Account Opening Agreement; or (ii) the occurrence or continuation of any issue in the performance of the relevant Collection Account Opening Agreement resulting from the non compliance by the Bank of its obligations under the relevant Collection Account Opening Agreements; or (iii) the long term unguaranteed and unsubordinated debt obligations of the Bank falling under “A” (for Standard & Poor’s) and “A2” (Moody’s), or 72208170 36 (B) the relevant French Seller be required to open a new Collection Account (and consequently the relevant French Seller and the Factor be required to enter into a new Collection Account Opening Agreement and a new Collection Account Guarantee Agreement) with a new Bank as a result of the existing Bank having sent a notice in order to terminate the relevant Collection Account Opening Agreement pursuant to the terms thereof (and the applicable termination period), then, in each case, the relevant French Seller(s) shall use its best efforts (obligation de moyens) (by the sending of written notices instructing the Debtors to pay on such new Collection Account with the new Bank) to ensure that such Debtors effectively pay the Transferred Receivables to the credit of the relevant new Collection Account. (ii) If a Debtor continues to settle the invoices sent to it be the relevant French Seller on to an erroneous bank account for more than four (4) months from the receipt by the relevant Debtor of the initial written notice from the relevant French Seller instructing such Debtor to pay on such new Collection Account pursuant to sub-paragraph (i) above, the relevant French Seller may be required by the Factor to send to the relevant Debtors monthly reminders of such new payment instructions and the Factor shall have the right to: (A) exclude the relevant Debtor from the Financing Facilities until such time as such Debtor effectively pays the Transferred Receivables into the relevant and adequate Collection Account; or (B) with the prior consent of the French Seller, disclose the purchase and assignment of the Transferred Receivables to the relevant Debtor by sending a notification letter to the relevant Debtor. (iii) Should any Debtor not comply with the instruction received by it from the relevant French Seller to pay the Transferred Receivables into the new Collection Account, such non-compliance shall not be deemed to adversely affect the rights and obligations of the French Sellers under the Financing Facilities so as to give rise to a Default hereunder. (e) Any amount (including any Insurance Indemnification) relating to (i) Receivables that have been Definanced or Transferred Back by the Factor pursuant to the Agreement or (ii) Receivables which have not been assigned to the Factor or (iii) any amounts unrelated to the Transaction will be turned over to the relevant French Seller following reconciliation of the relevant French Seller’s debtor files with the Factor’s debtor files, such reconciliation to be initiated by the relevant French Seller. Such amounts shall be paid by the Factor to such account as the relevant French Seller may designate, at the latest on the day falling five (5) Business Days following the sending by such French Seller of a written and justified request.

Cashing Mandate. (a) Each of the French Sellers The Company is appointed by the Factor as its agent (mandataire) to receive the collections of the Transferred Receivables onto the Collection Accounts in accordance with the Collection Accounts Opening Account Tripartite Agreements (encaissement and lettrage, the “"Cashing Mandate”"). (b) Each of the French Sellers . The Company shall expressly indicate mention the domiciliation and details of the relevant Collection Account Accounts in any the wording of the invoices sent to the Debtorsits invoices. The settlements and payments that each of the French Sellers Company will receive under the Collection Mandate and Cashing Mandate will be credited to the Collection AccountAccount and the credit balance of such Collection Account shall be transferred daily to an account of the Factor, it being understood that (i) the operating methods of which are established in the relevant Collection Account Opening Agreement. Tripartite Agreement and (cii) the Company shall open a specific Collection Account in each currency of the relevant Transferred Receivables Assigned by it to the Factor. The Collection Account Opening Tripartite Agreement shall be governed by French law and will expressly provide in this respect stipulate that: (i) the exclusive purpose of the Collection Account is to receive funds corresponding to Transferred Receivables in order for those funds to be swept on a daily basis onto the Factor’s account in accordance with the terms and conditions set forth in the Collection Accounts Opening AgreementsReceivables; (ii) each of the French Sellers shall Company will refrain from debiting funds from the Collection Account, the Factor being the only Party authorised to withdraw funds by debiting the Collection Account; and (iii) the Bank shall will refrain from operating any set-off between the balance of the Collection Account and that of any other accounts opened with the Bank in the name of each the Company; (iv) the Company and the Bank shall undertake to set up an automatic sweep to transfer on a daily basis (or otherwise on the instructions of the French Sellers. (i) Should: (AFactor) the Factor (in its reasonable opinion) require a French Seller to open a new Collection Account with a new Bank as a result of either (i) the inability of the intended parties to a Collection Account Opening Agreement to agree on terms of a Collection Account Opening Agreement which are satisfactory to the Factor or the termination credit balance of the relevant Collection Account Opening Agreementto an account of the Factor. Once established none of the Company or the Bank shall be able to cancel the sweep without the prior written instructions of the Factor; or and (iiv) the occurrence or continuation of any issue in Bank shall acknowledge the performance existence and effectiveness of the relevant Collection Accounts Guarantee Agreement and agree to provide the Factor with any information pertaining to the operation of the Collection Account Opening Agreement resulting from or the non compliance by the Bank of its obligations under the relevant Collection Account Opening Agreements; or (iii) the long term unguaranteed and unsubordinated debt obligations of the Bank falling under “A” (for Standard & Poor’s) and “A2” (Moody’s), or 72208170 36 (B) the relevant French Seller be required to open a new Collection Account (and consequently the relevant French Seller and the Factor be required to enter into a new Collection Account Opening Agreement and a new Collection Account Guarantee Agreement) with a new Bank as a result of the existing Bank having sent a notice in order to terminate the relevant Collection Account Opening Agreement pursuant to the terms thereof (and the applicable termination period), then, in each case, the relevant French Seller(s) shall use its best efforts (obligation de moyens) (by the sending of written notices instructing the Debtors to pay on such new Collection Account with the new Bank) to ensure that such Debtors effectively pay the Transferred Receivables to the credit of the relevant new Collection Account. (ii) If a Debtor continues to settle the invoices sent to it be the relevant French Seller on to an erroneous bank account for more than four (4) months from the receipt by the relevant Debtor of the initial written notice from the relevant French Seller instructing such Debtor to pay on such new Collection Account pursuant to sub-paragraph (i) above, the relevant French Seller may be required by the Factor to send to the relevant Debtors monthly reminders of such new payment instructions and the Factor shall have the right to: (A) exclude the relevant Debtor from the Financing Facilities until such time as such Debtor effectively pays the Transferred Receivables into the relevant and adequate Collection Account; or (B) with the prior consent of the French Seller, disclose the purchase and assignment collection of the Transferred Receivables to the relevant Debtor by sending a notification letter to the relevant Debtor. (iii) Should any Debtor not comply with the instruction received by it from the relevant French Seller to pay the Transferred Receivables into the new Collection Account, such non-compliance shall not be deemed to adversely affect the rights and obligations of the French Sellers under the Financing Facilities so as to give rise to a Default hereunder. (e) Receivables; Any amount (including any Insurance Indemnification) relating to (i) Receivables that have been Definanced or Transferred Back by the Factor pursuant to in accordance with the Agreement or (ii) Receivables which have not been assigned Assigned to the Factor or (iii) any amounts unrelated to the Transaction will be turned over to the relevant French Seller Company following reconciliation of the relevant French SellerCompany’s debtor files with the Factor’s 's debtor files, such reconciliation to be initiated by the relevant French SellerCompany by sending a written and justified repayment request to that effect to the Factor. Such amounts shall be paid by the Factor to the Company i) to such bank account as the relevant French Seller Company may designate, at designate in writing to the latest on the day falling five addressee specified in Article 4.2.3 and (5ii) within three (3) Business Days following the sending by the Company of such French Seller of a written and justified request.

Cashing Mandate. (a) Each of the French Sellers is appointed by the Factor as its agent (mandataire) to receive the collections of the Transferred Receivables onto the Collection Accounts in accordance with the Collection Accounts Opening Agreements (encaissement and lettrage, the “Cashing Mandate”). (b) Each of the French Sellers shall expressly indicate the domiciliation and details of the relevant Collection Account in any of the invoices sent to the Debtors. The settlements and payments that each of the French Sellers will receive under the Collection Mandate and Cashing Mandate will be credited to the Collection Account, the operating methods of which are established in the relevant Collection Account Opening Agreement. (c) The Collection Account Opening Agreement shall expressly provide in this respect that: (i) the exclusive purpose of the Collection Account is to receive funds corresponding to Transferred Receivables in order for those funds to be swept on a daily basis onto the Factor’s account in accordance with the terms and conditions set forth in the Collection Accounts Opening Agreements; (ii) each of the French Sellers shall refrain from debiting funds from the Collection Account, the Factor being the only Party authorised to withdraw funds by debiting the Collection Account; and (iii) the Bank shall refrain from operating any set-off between the balance of the Collection Account and that of any other accounts opened with the Bank in the name of each of the French Sellers. (i) Should: (A) the Factor (in its reasonable opinion) require a French Seller to open a new Collection Account with a new Bank as a result of either (i) the inability of the intended parties to a Collection Account Opening Agreement to agree on terms of a Collection Account Opening Agreement which are satisfactory to the Factor or the termination of the relevant Collection Account Opening Agreement; or (ii) the occurrence or continuation of any issue in the performance of the relevant Collection Account Opening Agreement resulting from the non compliance by the Bank of its obligations under the relevant Collection Account Opening Agreements; or (iii) the long term unguaranteed and unsubordinated debt obligations of the Bank falling under “A” (for Standard & Poor’s) and “A2” (Moody’sXxxxx’x), or 72208170 36or (B) the relevant French Seller be required to open a new Collection Account (and consequently the relevant French Seller and the Factor be required to enter into a new Collection Account Opening Agreement and a new Collection Account Guarantee Agreement) with a new Bank as a result of the existing Bank having sent a notice in order to terminate the relevant Collection Account Opening Agreement pursuant to the terms thereof (and the applicable termination period), then, in each case, the relevant French Seller(s) shall use its best efforts (obligation de moyens) (by the sending of written notices instructing the Debtors to pay on such new Collection Account with the new Bank) to ensure that such Debtors effectively pay the Transferred Receivables to the credit of the relevant new Collection Account. (ii) If a Debtor continues to settle the invoices sent to it be the relevant French Seller on to an erroneous bank account for more than four (4) months from the receipt by the relevant Debtor of the initial written notice from the relevant French Seller instructing such Debtor to pay on such new Collection Account pursuant to sub-paragraph (i) above, the relevant French Seller may be required by the Factor to send to the relevant Debtors monthly reminders of such new payment instructions and the Factor shall have the right to: (A) exclude the relevant Debtor from the Financing Facilities until such time as such Debtor effectively pays the Transferred Receivables into the relevant and adequate Collection Account; or (B) with the prior consent of the French Seller, disclose the purchase and assignment of the Transferred Receivables to the relevant Debtor by sending a notification letter to the relevant Debtor. (iii) Should any Debtor not comply with the instruction received by it from the relevant French Seller to pay the Transferred Receivables into the new Collection Account, such non-compliance shall not be deemed to adversely affect the rights and obligations of the French Sellers under the Financing Facilities so as to give rise to a Default hereunder. (e) Any amount (including any Insurance Indemnification) relating to (i) Receivables that have been Definanced or Transferred Back by the Factor pursuant to the Agreement or (ii) Receivables which have not been assigned to the Factor or (iii) any amounts unrelated to the Transaction will be turned over to the relevant French Seller following reconciliation of the relevant French Seller’s debtor files with the Factor’s debtor files, such reconciliation to be initiated by the relevant French Seller. Such amounts shall be paid by the Factor to such account as the relevant French Seller may designate, at the latest on the day falling five (5) Business Days following the sending by such French Seller of a written and justified request.

Cashing Mandate. (a) Each of the French Sellers is appointed by the Factor as its agent (mandataire) to receive the collections of the Transferred Receivables onto the Collection Accounts in accordance with the Collection Accounts Opening Agreements (encaissement and lettrage, the “Cashing Mandate”). (b) Each of the French Sellers shall expressly indicate the domiciliation and details of the relevant Collection Account in any of the invoices sent to the Debtors. The settlements and payments that each of the French Sellers will receive under the Collection Mandate and Cashing Mandate will be credited to the Collection Account, the operating methods of which are established in the relevant Collection Account Opening Agreement. (c) The Collection Account Opening Agreement shall expressly provide in this respect that: (i) the exclusive purpose of the Collection Account is to receive funds corresponding to Transferred Receivables in order for those funds to be swept on a daily basis onto the Factor’s account in accordance with the terms and conditions set forth in the Collection Accounts Opening Agreements; (ii) each of the French Sellers shall refrain from debiting funds from the Collection Account, the Factor being the only Party authorised to withdraw funds by debiting the Collection Account; and (iii) the Bank shall refrain from operating any set-off between the balance of the Collection Account and that of any other accounts opened with the Bank in the name of each of the French Sellers. (i) Should: (A) the Factor (in its reasonable opinion) require a French Seller to open a new Collection Account with a new Bank as a result of either (i) the inability of the intended parties to a Collection Account Opening Agreement to agree on terms of a Collection Account Opening Agreement which are satisfactory to the Factor or the termination of the relevant Collection Account Opening Agreement; or (ii) the occurrence or continuation of any issue in the performance of the relevant Collection Account Opening Agreement resulting from the non compliance by the Bank of its obligations under the relevant Collection Account Opening Agreements; or (iii) the long term unguaranteed and unsubordinated debt obligations of the Bank falling under “A” (for Standard & Poor’s) and “A2” (Moody’sXxxxx’x), or 72208170 36 (B) the relevant French Seller be required to open a new Collection Account (and consequently the relevant French Seller and the Factor be required to enter into a new Collection Account Opening Agreement and a new Collection Account Guarantee Agreement) with a new Bank as a result of the existing Bank having sent a notice in order to terminate the relevant Collection Account Opening Agreement pursuant to the terms thereof (and the applicable termination period), then, in each case, the relevant French Seller(s) shall use its best efforts (obligation de moyens) (by the sending of written notices instructing the Debtors to pay on such new Collection Account with the new Bank) to ensure that such Debtors effectively pay the Transferred Receivables to the credit of the relevant new Collection Account. (ii) If a Debtor continues to settle the invoices sent to it be the relevant French Seller on to an erroneous bank account for more than four (4) months from the receipt by the relevant Debtor of the initial written notice from the relevant French Seller instructing such Debtor to pay on such new Collection Account pursuant to sub-paragraph (i) above, the relevant French Seller may be required by the Factor to send to the relevant Debtors monthly reminders of such new payment instructions and the Factor shall have the right to: (A) exclude the relevant Debtor from the Financing Facilities until such time as such Debtor effectively pays the Transferred Receivables into the relevant and adequate Collection Account; or (B) with the prior consent of the French Seller, disclose the purchase and assignment of the Transferred Receivables to the relevant Debtor by sending a notification letter to the relevant Debtor. (iii) Should any Debtor not comply with the instruction received by it from the relevant French Seller to pay the Transferred Receivables into the new Collection Account, such non-compliance shall not be deemed to adversely affect the rights and obligations of the French Sellers under the Financing Facilities so as to give rise to a Default hereunder. (e) Any amount (including any Insurance Indemnification) relating to (i) Receivables that have been Definanced or Transferred Back by the Factor pursuant to the Agreement or (ii) Receivables which have not been assigned to the Factor or (iii) any amounts unrelated to the Transaction will be turned over to the relevant French Seller following reconciliation of the relevant French Seller’s debtor files with the Factor’s debtor files, such reconciliation to be initiated by the relevant French Seller. Such amounts shall be paid by the Factor to such account as the relevant French Seller may designate, at the latest on the day falling five (5) Business Days following the sending by such French Seller of a written and justified request.