French Terms. In this Indenture, where it relates to a French entity and unless the contrary intention appears, a reference to: (a) a “similar officer” includes an administrateur judiciaire, a mandataire ad hoc, a conciliateur, a mandataire liquidateur or any other person appointed as a result of any proceedings under articles L. 611-3 to L. 611-16 of the French Commercial Code; (b) a “winding-up”, “dissolution”, “administration”, or “amalgamation” includes (without limitation) a redressement judiciaire, cession totale ou partielle de l'entreprise, liquidation judiciaire or a procédure de sauvegarde under Livre Sixième of the French Commercial Code; (c) “other proceeding seeking liquidation, reorganization or other relief” shall include, without limitation: (i) proceedings for the appointment of a mandataire ad hoc for a conciliation in accordance with Articles L.611-3 to L.611-16 of the French Commercial Code, and (ii) the entry of a judgment for sauvegarde, redressement judiciaire, cession totale de l’entrepris, liquidation judiciaire or cession totale de l’entreprise under Articles L.620-1 to L.670-8 of the French Commercial Code; (d) a person failing generally to pay its debts as they become due is that person being in a state of cessation des paiements within the meaning of the French Commercial Code; (e) “control” has the meaning given in article L.233-3 I and II of the French Commercial Code; (f) “gross negligence” means “faute lourde”; (g) “merger” includes any fusion implemented in accordance with articles L.236-1 to L.236-24 of the French Commercial Code; (h) a “guarantee” includes, as regards French law, any “cautionnement”, “aval”, any “garantie” which is independent from the debt to which it relates and any type of “sûreté personnelle”; (i) a “security interest” or “lien” includes any type of security (sûreté réelle) and transfer by way of security and fiducie sûreté; (j) “wilful misconduct” means “dol”; (k) the “French Civil Code” means the Code Civil; (l) the “French Commercial Code” means the Code de commerce.
French Terms. In this Agreement, where it relates to a French Loan Party, a reference to:
(a) an “administration”, “insolvency”, “dissolution” or “winding-up” includes (i) a French Loan Party is unable or admits inability to pay any of its debts (in full or a substantial part) as they fall due or suspends making payments on any of its debts (in full or a substantial part) when they become due, (ii) a French Loan Party is or becomes in cessation des paiements within the meaning of article L.631-1 of the French Code de commerce or encounters difficulties that it is not able to overcome within the meaning of article L.620-1 of the French Code de commerce, or becomes insolvent under any applicable insolvency law or (iii) a moratorium is declared in respect of any indebtedness of a French Loan Party or a French Loan Party is subject to alert procedure (procédure d’alerte) by its statutory auditors in accordance with article L.234-1, L.234-2 or L.612-3 of the French Code de commerce;
(b) an “attachment” includes a saisie;
(c) a “consolidation” or an “amalgation” includes in relation to any company any contribution of part of its business in consideration of shares (apport partiel d’actifs) and any demerger (scission) implemented in accordance with articles L.236 1 to L.236 24 of the French Code de commerce;
French Terms. Without prejudice to the generality of any provision of this Agreement, in this Agreement, where they relate to an Obligor incorporated under the laws of France, the references to:
(a) a winding-up, administration or dissolution will be construed so as to include a redressement judiciaire, cession totale de l’entreprise, liquidation judiciaire or a procédure de sauvegarde under Livre Sixième of the French Commercial Code;
(b) Insolvency and Liquidation Proceedings or similar arrangements with any creditor (including references to the “relief of debtors”) will be construed so as to include a procédure de conciliation and mandat ad hoc under Livre Sixième of the French Commercial Code; and
(c) any person appointed as a result of any proceedings described in paragraphs (a) and (b) above will be construed so as to include an administrateur judiciaire, mandataire ad hoc, conciliateur and mandataire liquidateur.
French Terms. In this Agreement, with respect to a Loan Party incorporated in France, a reference to:
(a) a “composition”, “compromise”, “assignment” or similar “arrangement with any creditor” includes a “procédure de conciliation” and “mandate ad hoc” under articles L. 611-3 et seq. of the French Commercial Code (Code de commerce);
French Terms. In this Indenture, where it relates to a French Guarantor:
French Terms. In this Agreement, where it relates to any French entity and unless the contrary intention appears, a reference to:
(a) an "administration", "winding-up" or "dissolution" includes a "redressement judiciaire", "cession totale de l'entreprise", a "liquidation judiciaire", a "sauvegarde" (including a sauvegarde accélérée) under articles L. 620-1 to L. 670-8 of the French Code de commerce;
French Terms. In this Agreement, where it relates to a French Loan Party, a reference to:
(a) an “administration”, “insolvency”, “dissolution” or “winding-up” includes (i) a French Loan Party is unable or admits inability to pay any of its debts (in full or a substantial part) as they fall due or suspends making payments on any of its debts (in full or a substantial part) when they become due, (ii) a French Loan Party is or becomes in cessation des paiements within the meaning of article L.631-1 of the French Code de commerce or encounters difficulties that it is not able to overcome within the meaning of article L.620-1 of the French Code de commerce, or becomes insolvent under any applicable insolvency law or (iii) a moratorium is declared in respect of any indebtedness of a French Loan Party or a French Loan Party is subject to alert procedure (procédure d’alerte) by its statutory auditors in accordance with article L.234-1, L.234-2 or L.612-3 of the French Code de commerce;
(b) an “attachment” includes a saisie;
French Terms. Any reference herein or in any other Note Document, where it relates to any French entity and unless the contrary intention appears, to:
(a) an “administration”, “winding-up” or “dissolution” includes a redressement judiciaire, cession totale de l’entreprise, a liquidation judiciaire, a sauvegarde (including a sauvegarde accélérée) under articles L. 620-1 to L. 670-8 of the French Commercial Code;
(b) a “composition”, “assignment” or “arrangement with its creditors” includes a conciliation or a procédure ad hoc under articles L. 611-3 to L. 611-16 of the French Commercial Code;
