Common use of French Guarantee Limitation Clause in Contracts

French Guarantee Limitation. (a) The obligations of any Note Guarantor incorporated in France (a “French Note Guarantor”) are subject to the limitations set out in this Section 10.5. (b) The obligations and liabilities of any French Note Guarantor under the Indenture and the Notes, and in particular under this Article X, shall not include any obligation or liability which, if incurred, would constitute the provision of financial assistance within the meaning of article L.225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article(s) L. 241-3 or L. 242-6 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts. (c) The obligations and liabilities of any French Note Guarantor under this Article X for the Issuer’s obligations under the Indenture and the Notes shall be limited, at any time, to an amount equal to the aggregate of all amounts made available under the Notes and the Indenture to the Issuer to the extent directly or indirectly on-lent to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements (excluding, for the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, such cash pooling arrangements or other cash management agreements) and outstanding at the date a payment is to be made by such French Note Guarantor under this Article X, it being specified that any payment made by a French Note Guarantor under this Article X in respect of the obligations of the Issuer shall reduce pro tanto the outstanding amount of the intercompany loans due by such French Note Guarantor or its relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above and that any repayment of the intercompany loans by the French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article X. (d) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and no French Note Guarantor shall therefore be considered as “co-débiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.

French Guarantee Limitation. (a) The obligations of any Note Guarantor incorporated in France (a “French Note Guarantor”) are subject to the limitations set out in this Section 10.5. (b) The obligations and liabilities of any French Note Guarantor under the Indenture and the Notes, and in particular under this Article X, shall not include any obligation or liability which, if incurred, would constitute the provision of financial assistance within the meaning of article L.225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article(s) L. 241-3 or 3, L. 242-6 or L. 244-1 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts. (c) The obligations and liabilities of any French Note Guarantor under this Article X for the Issuer’s obligations under the Indenture and the Notes shall be limited, at any time, to an amount equal to the aggregate of all amounts made available under the Notes and the Indenture to the Issuer to the extent directly or indirectly on-lent to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements (excluding, for the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, such cash pooling arrangements or other cash management agreements) and outstanding at the date a payment is to be made by such French Note Guarantor under this Article X, it being specified that any payment made by a French Note Guarantor under this Article X in respect of the obligations of the Issuer shall reduce pro tanto the outstanding amount of the intercompany loans due by such French Note Guarantor or its relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above and that any repayment of the intercompany loans by the French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article X. (d) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and no French Note Guarantor shall therefore be considered as “co-débiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.

French Guarantee Limitation. (a) The obligations of any Note New Guarantor incorporated in France (a “French Note Guarantor”) are subject to the limitations set out in this Section 10.53.02. (b) The obligations and liabilities of any French Note Guarantor under the Indenture and the Notes, and in particular under this Article XIII and Article X of the Indenture, shall not include any obligation or liability which, if incurred, would constitute the provision of financial assistance within the meaning of article L.225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article(s) L. 241-3 or L. 242-6 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts. (c) The obligations and liabilities of any French Note Guarantor under this Article III and Article X of the Indenture for the Issuer’s obligations under the Indenture and the Notes shall be limited, at any time, to an amount equal to the aggregate of all amounts made available under the Notes and the Indenture to the Issuer to the extent directly or indirectly on-lent to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements (excluding, for the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, provided that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, such cash pooling arrangements or other cash management agreements) and outstanding at the date a payment is to be made by such French Note Guarantor under this Article XIII and Article X of the Indenture, it being specified that any payment made by a French Note Guarantor under this Article III and Article X of the Indenture in respect of the obligations of the Issuer shall reduce pro tanto the outstanding amount of the intercompany loans due by such French Note Guarantor or its relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above and that any repayment of the intercompany loans by the French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article X.III and Article X of the Indenture. (d) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and no French Note Guarantor shall therefore be considered as “co-débiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.III and Article X of the Indenture.

French Guarantee Limitation. (a) The obligations and liabilities of any Note French Guarantor incorporated in France under this Clause 19 (a “French Note Guarantor”Guarantee and Indemnity) are subject shall not include any obligation or liability of any Obligor under the Hedging Agreements to the limitations set out in this Section 10.5Hedge Counterparties. (b) The obligations and liabilities of any French Note Guarantor under the Indenture this Clause 19 (Guarantee and the Notes, and in particular under this Article X, Indemnity) shall not include any obligation or liability which, which if incurred, incurred would (i) constitute the provision of financial assistance within the meaning of article L.225-216 of the French Commercial Code de commerce in connection with the subscription, or the acquisition or the refinancing of the acquisition of its shares or of the shares of its parent companies and/or (ii) would constitute a misuse of corporate assets or powers within the meaning of article(s) L. 241article L.241-3 or L. 242L.242-6 of the French Commercial Code or any other law or regulations having the same effectde commerce, as interpreted by French courts. (c) The obligations and liabilities of any each French Note Guarantor under this Article X Clause 19 (Guarantee and Indemnity) for the Issuer’s obligations under the Indenture and the Notes Finance Documents of any other Obligor which is not a Subsidiary of such French Guarantor shall be limited, at any time, to an amount equal to the lower of (i) that portion of the aggregate of all amounts made available borrowed under the Notes and the Indenture to the Issuer to the extent this Agreement by such other Obligor which has been directly or indirectly on-lent by such Obligor to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements and/or shareholders’ advances and, (excluding, for ii) the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, outstanding amounts under such cash pooling arrangements or other cash management agreements) and outstanding intercompany loan agreements and/or shareholders’ advances at the date a payment is to be made by such French Note Guarantor under this Article XClause 19 (Guarantee and Indemnity), it being specified that any payment made by a such French Note Guarantor under this Article X Clause 19 (Guarantee and Indemnity) in respect of the obligations of the Issuer such Obligor shall automatically reduce pro tanto the outstanding amount of the intercompany loans and/or shareholders’ advances due by such French Note Guarantor or its to the relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above Obligor. (d) The obligations and that any repayment liabilities of the intercompany loans by the each French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article X.Clause 19 (Guarantee and Indemnity) for the obligations under the Finance Documents of any Obligor which is its Subsidiary shall not be limited and shall therefore cover all amounts due by such Subsidiary as Borrower and as Guarantor. (de) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and that no French Note Guarantor shall therefore be considered as “co-débiteur debiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.Clause 19 (Guarantee and Indemnity). (f) Notwithstanding any provision to the contrary in this Agreement: (i) the representations made in Clause 20 (Representations) by each French Guarantor shall be made for itself and for each of its Subsidiaries which is an Obligor only; (ii) the undertakings made in Clause 23 (General Undertakings) by each French Guarantor shall be made for itself and for each of its Subsidiaries which is an Obligor only.

French Guarantee Limitation. (a) The obligations of any Note Guarantor incorporated in France (a “French Note Guarantor”) are subject to the limitations set out in this Section ‎Section 10.5. (b) The obligations and liabilities of any French Note Guarantor under the Indenture and the Notes, and in particular under this Article ‎Article X, shall not include any obligation or liability which, if incurred, would constitute the provision of financial assistance within the meaning of article L.225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article(s) L. 241-3 or 3, L. 242-6 or L. 244-1 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts. (c) The obligations and liabilities of any French Note Guarantor under this Article ‎Article X for the Issuer’s obligations under the Indenture and the Notes shall be limited, at any time, to an amount equal to the aggregate of all amounts made available under the Notes and the Indenture to the Issuer to the extent directly or indirectly on-lent to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements (excluding, for the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, such cash pooling arrangements or other cash management agreements) and outstanding at the date a payment is to be made by such French Note Guarantor under this Article ‎Article X, it being specified that any payment made by a French Note Guarantor under this Article ‎Article X in respect of the obligations of the Issuer shall reduce pro tanto the outstanding amount of the intercompany loans due by such French Note Guarantor or its relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above and that any repayment of the intercompany loans by the French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article ‎Article X. (d) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and no French Note Guarantor shall therefore be considered as “co-débiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article ‎Article X.

French Guarantee Limitation. (a) The obligations and liabilities of any Note French Guarantor incorporated in France under this Clause 19 (a “French Note Guarantor”Guarantee and Indemnity) are subject shall not include any obligation or liability of any Obligor under the Hedging Agreements to the limitations set out in this Section 10.5Hedge Counterparties. (b) The obligations and liabilities of any French Note Guarantor under the Indenture this Clause 19 (Guarantee and the Notes, and in particular under this Article X, Indemnity) shall not include any obligation or liability which, which if incurred, incurred would (i) constitute the provision of financial assistance within the meaning of article L.225L.255-216 of the French Commercial Code de commerce in connection with the subscription, or the acquisition or the refinancing of the acquisition of its shares or of the shares of its parent companies and/or (ii) would constitute a misuse of corporate assets or powers within the meaning of article(s) L. 241article L.241-3 or L. 242L.242-6 of the French Commercial Code or any other law or regulations having the same effectde commerce, as interpreted by French courtscourts and/or (iii) would constitute a violation of the provisions of article L.223-11 of the French Code de commerce. (c) The obligations and liabilities of any each French Note Guarantor under this Article X Clause 19 (Guarantee and Indemnity) for the Issuer’s obligations under the Indenture and the Notes Finance Documents of any other Obligor which is not a Subsidiary of such French Guarantor shall be limited, at any time, to an amount equal to the lower of (i) that portion of the aggregate of all amounts made available borrowed under the Notes and the Indenture to the Issuer to the extent this Agreement by such other Obligor which has been directly or indirectly on-lent by such Obligor to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements and/or shareholders’ advances and, (excluding, for ii) the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, outstanding amounts under such cash pooling arrangements or other cash management agreements) and outstanding intercompany loan agreements and/or shareholders’ advances at the date a payment is to be made by such French Note Guarantor under this Article XClause 19 (Guarantee and Indemnity), it being specified that any payment made by a such French Note Guarantor under this Article X Clause 19 (Guarantee and Indemnity) in respect of the obligations of the Issuer such Obligor shall automatically reduce pro tanto the outstanding amount of the intercompany loans and/or shareholders’ advances due by such French Note Guarantor or its to the relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above Obligor. (d) The obligations and that any repayment liabilities of the intercompany loans by the each French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article X.Clause 19 (Guarantee and Indemnity) for the obligations under the Finance Documents of any Obligor which is its Subsidiary shall not be limited and shall therefore cover all amounts due by such Subsidiary as Borrower and as Guarantor. (de) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and that no French Note Guarantor shall therefore be considered as “co-débiteur debiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.Clause 19 (Guarantee and Indemnity). (f) Notwithstanding any provision to the contrary in this Agreement: (i) the representations made in Clause 20 (Representations) by each French Guarantor shall be made for itself and for each of its Subsidiaries which is an Obligor only; (ii) the undertakings made in Clause 23 (General Undertakings) by each French Guarantor shall be made for itself and for each of its Subsidiaries which is an Obligor only.

French Guarantee Limitation. (a) The obligations and liabilities under the Finance Documents of any Note Guarantor incorporated in France (a “French Note Guarantor”) are subject to the limitations set out in this Section 10.5Clause 18.16. (b) The obligations and liabilities of any French Note Guarantor under the Indenture and the Notes, Finance Documents and in particular under this Article X, Clause 18 (Guarantee and Indemnity) shall not include any obligation or liability which, if incurred, would constitute the provision provisions of financial assistance within the meaning of article L.225L.255-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article(s) article L. 241-3 or 3, L. 242-6 or L. 244-1 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts. (c) The obligations and liabilities of any French Note Guarantor under this Article X Clause 18 (Guarantee and Indemnity) for the Issuer’s obligations under the Indenture and the Notes Finance Documents of any other Obligor which is not a Subsidiary of such French Guarantor shall be limited, at any time, to an amount equal to the aggregate of all amounts made available directly or indirectly borrowed under the Notes and the Indenture to the Issuer this Agreement by such other Obligor to the extent directly or indirectly on-lent to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements (excluding, for the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, provided that the proceeds of the Notes no Facility made available to a Borrower under this Agreement shall not be used, in whole or in part, to finance, directly or indirectly, such cash pooling arrangements or other cash management agreements) and outstanding at the date a payment is to be made by such French Note Guarantor under this Article XClause 18 (Guarantee and Indemnity), it being specified that any payment made by a French Note Guarantor under this Article X Clause 18 (Guarantee and Indemnity) in respect of the obligations of the Issuer such Obligor shall reduce pro tanto the outstanding amount of the intercompany loans due by such French Note Guarantor or its relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above and that any repayment of the intercompany loans by the French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the it under this Clause 18 (Guarantee and Indemnity). (d) The obligations and liabilities of any French Note Guarantor under this Article X.Clause 18 (Guarantee and Indemnity) for the obligations under the Finance Documents of any Obligor which is its Subsidiary shall not be limited and shall therefore cover all amounts due by such Obligor under this Agreement as Borrower and/or as Guarantor. However, where such Subsidiary is itself a Guarantor which guarantees the obligations of a member of the Group which is not a Subsidiary of the relevant French Guarantor, the amounts payable by the relevant French Guarantor under this paragraph (d) in respect of the obligations of this Subsidiary as Guarantor, shall be limited as set out in paragraph (c) above. (de) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and no French Note Guarantor shall therefore be considered as “co-débiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.Clause 18 (Guarantee and Indemnity). (f) In the event that there is any inconsistency between the provisions of this Clause 18.16 and any other provision in this Agreement or any other Finance Documents (each of which shall be expressly subject thereto), the provisions of this Clause 18.16 shall prevail. (g) For the purpose of paragraphs (b), (c) and (d) above, “Subsidiary” means, in relation to any company, another company which is controlled by it within the meaning of article L. 233-3 of the French Commercial Code.

French Guarantee Limitation. (a) The obligations of any Note Guarantor incorporated in France (a “French Note Guarantor”) are subject to the limitations set out in this Section 10.5. (b) The obligations and liabilities of any French Note Guarantor under the Indenture and the Notes, and in particular under this Article X, shall not include any obligation or liability which, if incurred, would constitute the provision of financial assistance within the meaning of article L.225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article(s) L. 241-3 or L. 242-6 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts. (c) The obligations and liabilities of any French Note Guarantor under this Article X for the Issuer’s obligations under the Indenture and the Notes shall be limited, at any time, to an amount equal to the aggregate of all amounts made available under the Notes and the Indenture to the Issuer to the extent directly or indirectly on-lent to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements (excluding, for the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, provided that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, such cash pooling arrangements or other cash management agreements) and outstanding at the date a payment is to be made by such French Note Guarantor under this Article X, it being specified that any payment made by a French Note Guarantor under this Article X in respect of the obligations of the Issuer shall reduce pro tanto the outstanding amount of the intercompany loans due by such French Note Guarantor or its relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above and that any repayment of the intercompany loans by the French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article X. (d) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and no French Note Guarantor shall therefore be considered as “co-débiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.

French Guarantee Limitation. (a) The obligations of any Note Guarantor incorporated in France (a “French Note Guarantor”) are subject to the limitations set out in this Section 10.5. (b) The obligations and liabilities of any French Note Guarantor under the Indenture and the Notes, and in particular under this Article X, shall not include any obligation or liability which, if incurred, would constitute the provision of financial assistance within the meaning of article L.225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article(s) L. 241-3 or L. 242-6 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts. (c) The obligations and liabilities of any French Note Guarantor under this Article X for the Issuer’s obligations under the Indenture and the Notes shall be limited, at any time, to an amount equal to the aggregate of all amounts made available under the Notes and the Indenture to the Issuer to the extent directly or indirectly on-lent to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements (excluding, for the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, such cash pooling arrangements or other cash management agreements) and outstanding at the date a payment is to be made by such French Note Guarantor under this Article X, it being specified that any payment made by a French Note Guarantor under this Article X in respect of the obligations of the Issuer shall reduce pro tanto the outstanding amount of the intercompany loans due by such French Note Guarantor or its relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above and that any repayment of the intercompany loans by the French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article X. (d) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and no French Note Guarantor shall therefore be considered as “co-débiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.

French Guarantee Limitation. (a) The obligations of any Note Guarantor incorporated in France (a “French Note Guarantor”) are subject Notwithstanding anything set out to the limitations set out contrary in this Section 10.5. (b) The Agreement or any other Transaction Document, the obligations and liabilities of any French Note Guarantor Obligor under this Agreement shall apply only insofar as required to: (i) guarantee the payment obligations under this Agreement of its direct or indirect Subsidiaries which are or become Guarantors, (an “Obligor”) from time to time under this Agreement and incurred by those Subsidiaries as Guarantors ; and (ii) guarantee the payment obligations of the Company or any other Obligor which is not its direct or indirect Subsidiary (each a “Guaranteed Obligor”), provided that in such case such guarantee shall be limited, in respect of any Guaranteed Obligor: (A) to the payment obligations of such Guaranteed Obligor and (B) up to an amount equal to the aggregate of all amounts received under the Indenture Securities Purchase Agreement, the Notes or any other Transaction Document directly or indirectly (by way of intra-group loans directly or indirectly from any other issuer) by such Guaranteed Obligor and on-lent directly or indirectly to that French Obligor and/or (without double counting) its direct or indirect Subsidiaries and outstanding on the Notes, and in particular date on which the guarantee is enforced against that French Obligor (the “Maximum Guaranteed Amount”); it being specified that any payment made by such French Obligor under this Article X, Agreement in respect of the obligations of any other Guaranteed Obligor (x) shall not include reduce pro tanto the outstanding amount of the intercompany loans (if any) owed by such French Obligor to that Guaranteed Obligor under the intercompany loan arrangements referred to above and (y) shall reduce the Maximum Guaranteed Amount of such French Obligor in the same amount. (b) Notwithstanding any obligation or liability which, if incurred, would constitute the other provision of this Agreement, no French Obligor shall secure liabilities under the Agreement which would result in such French Obligor not complying with French financial assistance within the meaning of rules as set out in article L.225L. 225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article(s) article L. 241-3 or 3, article L. 242-6 or L. 244-1 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts. (c) The obligations limitations set out under paragraphs (a) and liabilities of (b) above shall apply mutatis mutandis to any security created by any French Note Guarantor Obligor under this Article X for the Issuer’s obligations any Security Document and to any guarantee, undertaking, obligation, indemnity and payment, including (but not limited to) distributions, cash sweeps, credits, loans and set offs, pursuant to or permitted under the Indenture and Securities Purchase Agreement, the Notes shall be limited, at or any time, to an amount equal to the aggregate of all amounts made available under the Notes other Transaction Documents and the Indenture to the Issuer to the extent directly or indirectly on-lent to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements (excluding, for the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, such cash pooling arrangements or other cash management agreements) and outstanding at the date a payment is to be made by such French Note Guarantor under this Article X, it being specified that any payment made by a French Note Guarantor under this Article X in respect of the obligations of the Issuer shall reduce pro tanto the outstanding amount of the intercompany loans due by such French Note Guarantor or its relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above and that any repayment of the intercompany loans by the French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article X. (d) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and no French Note Guarantor shall therefore be considered as “co-débiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.Obligor.

French Guarantee Limitation. (a) The obligations and liabilities of any Note French Guarantor incorporated in France (a “French Note Guarantor”) are subject under this Clause 19 shall not include any obligation or liability of any Obligor under the Hedging Agreements to the limitations set out in this Section 10.5Hedge Counterparties. (b) The obligations and liabilities of any French Note Guarantor under the Indenture and the Notes, and in particular under this Article X, Clause 19 shall not include any obligation or liability which, which if incurred, incurred would (i) constitute the provision of financial assistance within the meaning of article L.225-216 of the French Commercial Code de commerce in connection with the subscription, or the acquisition or the refinancing of the acquisition of its shares or of the shares of its parent companies and/or (ii) would constitute a misuse of corporate assets or powers within the meaning of article(s) L. 241article L.241-3 or L. 242L.242-6 of the French Commercial Code or any other law or regulations having the same effectde commerce, as interpreted by French courts. (c) The obligations and liabilities of any each French Note Guarantor under this Article X Clause 19 for the Issuer’s obligations under the Indenture and the Notes Finance Documents of any other Obligor which is not a Subsidiary of such French Guarantor shall be limited, at any time, to an amount equal to the lower of (i) that portion of the aggregate of all amounts made available borrowed under the Notes and the Indenture to the Issuer to the extent this Agreement by such other Obligor which has been directly or indirectly on-lent by such Obligor to such French Note Guarantor and/or its direct and indirect Subsidiaries under intercompany loan agreements and/or shareholders’ advances and, (excluding, for ii) the avoidance of doubt, any cash-pooling arrangements or other cash management agreements, provided, that the proceeds of the Notes shall not be used, in whole or in part, to finance, directly or indirectly, outstanding amounts under such cash pooling arrangements or other cash management agreements) and outstanding intercompany loan agreements and/or shareholders’ advances at the date a payment is to be made by such French Note Guarantor under this Article XClause 19, it being specified that any payment made by a such French Note Guarantor under this Article X Clause 19 in respect of the obligations of the Issuer such Obligor shall automatically reduce pro tanto the outstanding amount of the intercompany loans and/or shareholders’ advances due by such French Note Guarantor or its to the relevant direct or indirect Subsidiary under the intercompany loan agreements referred to above Obligor. (d) The obligations and that any repayment liabilities of the intercompany loans by the each French Note Guarantor or its relevant direct or indirect Subsidiary shall reduce pro tanto the amount payable by the French Note Guarantor under this Article X.Clause 19 for the obligations under the Finance Documents of any Obligor which is its Subsidiary shall not be limited and shall therefore cover all amounts due by such Subsidiary as Guarantor. (de) It is acknowledged that no French Note Guarantor is acting jointly and severally with the other Note Guarantors and that no French Note Guarantor shall therefore be considered as “co-débiteur debiteur solidaire” as to its obligations pursuant to the guarantee given pursuant to this Article X.Clause 19. (f) Notwithstanding any provision to the contrary in this Agreement: (i) the representations made in Clause 20 (Representations) by each French Guarantor shall be made for itself and for each of its Subsidiaries which is an Obligor only; (ii) the undertakings made in Clause 23 (General Undertakings) by each French Guarantor shall be made for itself and for each of its Subsidiaries which is an Obligor only.