Common use of Changes to the Credit Insurance Policy Clause in Contracts

Changes to the Credit Insurance Policy. (a) Each of the French Sellers shall seek the prior approval of the Factor for any change relating to the terms of any Credit Insurance Policy, the Credit Insurer (to the extent such credit insurer does not meet the criteria set out in the definition of Credit Insurer) or the terms of the Credit Insurance Assignment Agreements, unless any such change shall not affect the level of protection or management of the Credit Insurance Policy from which the Factor benefits pursuant to the terms of the Financing Facilities Documents. (b) Any non-renewal or termination of a Credit Insurance Policy or any other circumstance that may result in the Factor no longer benefitting from the delegation of rights to Insurance Indemnification under the Credit Insurance Assignment Agreements, must be promptly notified to the Factor, and if the Factor is not informed in due time by the French Sellers, the Factor shall be entitled to terminate the Agreement without notice, without prejudice to any other rights it may have. (c) The Factor shall be entitled to terminate the Agreement with respect to one or more French Sellers in case: (i) the Credit Insurer’s rating falls below “investment grade” (that is, below BBB-for Standard & Poor’s and below Baa3 for Moody’s) and, within thirty (30) calendar days of the Factor notifying the relevant French Seller of the downgrading, (A) the relevant French Seller does not find a successor credit insurer capable of making electronic data transfers with the Factor and whose rating is at least “investment grade” and (B) the Factor does not benefit from satisfactory replacement Credit Insurance Assignment Agreements from the new credit insurer, it being understood that, during that 30-day period, the Factor may Finance new Receivables from the relevant French Sellers at its entire discretion; (ii) it cannot benefit, in full or in part, of the delegation of rights to Insurance Indemnification under the Credit Insurance Assignment Agreements. (d) The Factor shall be entitled to terminate the Agreement in case of termination or non-renewal of a Credit Insurance Policy, with effect as of such termination date or non-renewal date and such terminated Credit Insurance Policy has not been replaced, as of such termination date, by another Credit Insurance Policy approved by the Factor.

Changes to the Credit Insurance Policy. (a) Each of the French Sellers shall seek the prior approval of the Factor for any change relating to the terms of any Credit Insurance Policy, the Credit Insurer (to the extent such credit insurer does not meet the criteria set out in the definition of Credit Insurer) or the terms of the Credit Insurance Assignment Agreements, unless any such change shall not affect the level of protection or management of the Credit Insurance Policy from which the Factor benefits pursuant to the terms of the Financing Facilities Documents. (b) Any non-renewal or termination of a Credit Insurance Policy or any other circumstance that may result in the Factor no longer benefitting from the delegation of rights to Insurance Indemnification under the Credit Insurance Assignment Agreements, must be promptly notified to the Factor, and if the Factor is not informed in due time by the French Sellers, the Factor shall be entitled to terminate the Agreement without notice, without prejudice to any other rights it may have. (c) The Factor shall be entitled to terminate the Agreement with respect to one or more French Sellers in case: (i) the Credit Insurer’s rating falls below “investment grade” (that is, below BBB-for Standard & Poor’s and below Baa3 for Moody’sXxxxx’x) and, within thirty (30) calendar days of the Factor notifying the relevant French Seller of the downgrading, (A) the relevant French Seller does not find a successor credit insurer capable of making electronic data transfers with the Factor and whose rating is at least “investment grade” and (B) the Factor does not benefit from satisfactory replacement Credit Insurance Assignment Agreements from the new credit insurer, it being understood that, during that 30-day period, the Factor may Finance new Receivables from the relevant French Sellers at its entire discretion; (ii) it cannot benefit, in full or in part, of the delegation of rights to Insurance Indemnification under the Credit Insurance Assignment Agreements. (d) The Factor shall be entitled to terminate the Agreement in case of termination or non-renewal of a Credit Insurance Policy, with effect as of such termination date or non-renewal date and such terminated Credit Insurance Policy has not been replaced, as of such termination date, by another Credit Insurance Policy approved by the Factor.

Changes to the Credit Insurance Policy. (a) Each of the French Sellers shall seek the prior approval of the Factor for any change relating to the terms of any Credit Insurance Policy, the Credit Insurer (to the extent such credit insurer does not meet the criteria set out in the definition of Credit Insurer) or the terms of the Credit Insurance Assignment Agreements, unless any such change shall not affect the level of protection or management of the Credit Insurance Policy from which the Factor benefits pursuant to the terms of the Financing Facilities Documents. (b) Any non-renewal or termination of a Credit Insurance Policy or any other circumstance that may result in the Factor no longer benefitting from the delegation of rights to Insurance Indemnification under the Credit Insurance Assignment Agreements, must be promptly notified to the Factor, and if the Factor is not informed in due time by the French Sellers, the Factor shall be entitled to terminate the Agreement without notice, without prejudice to any other rights it may have. (c) The Factor shall be entitled to terminate the Agreement with respect to one or more French Sellers in case: (i) the Credit Insurer’s rating falls below “investment grade” (that is, below BBB-BBB- for Standard & Poor’s and below Baa3 for Moody’sXxxxx’x) and, within thirty (30) calendar days of the Factor notifying the relevant French Seller of the downgrading, (A) the relevant French Seller does not find a successor credit insurer capable of making electronic data transfers with the Factor and whose rating is at least “investment grade” and (B) the Factor does not benefit from satisfactory replacement Credit Insurance Assignment Agreements from the new credit insurer, it being understood that, during that 30-day period, the Factor may Finance new Receivables from the relevant French Sellers at its entire discretion; (ii) it cannot benefit, in full or in part, of the delegation of rights to Insurance Indemnification under the Credit Insurance Assignment Agreements. (d) The Factor shall be entitled to terminate the Agreement in case of termination or non-renewal of a Credit Insurance Policy, with effect as of such termination date or non-renewal date and such terminated Credit Insurance Policy has not been replaced, as of such termination date, by another Credit Insurance Policy approved by the Factor.