Relevant Receivables. Each Relevant Receivable under this Agreement shall meet, on the date on which it is transferred to the Factor, the following eligibility criteria: (i) it shall correspond to the firm sale of products (or to the related provision of services) by each of the French Sellers in the ordinary course of its business and in accordance with any document evidencing the origination of the Receivables; (ii) it shall have been originated and monitored pursuant to the Credit and Collection Procedures; (iii) it shall be denominated in Euros (EUR), Great Britain Pounds (GBP), United States Dollars (USD) or Swiss Francs (CHF) or any other currency approved by the Factor; (iv) it shall be a Receivable (1) on a Debtor incorporated in a jurisdiction appearing in the Collectability List and (2) which is either a Tested Approved Receivable or an Untested Receivable which complies with the eligibility procedure set forth in Clause 3.3 below; it being understood that the Embraer Receivables, on the basis of the legal analysis carried out as at the date hereof showing that they do not comply with the Foreign Eligibility Conditions, will be treated as Tested Unpproved Receivables and will not be eligible for Assignment to the Factor (i) unless the Factor, at its entire discretion, accept at the request of the relevant French Seller to purchase such Receivables (provided that the Factor may at any time cease to purchase such Receivables) and (ii) provided that, on the basis that the Factor shall have recourse against the relevant French Seller pursuant to Clause 5.5 in case the Assignment of those Embraer Receivables to the Factor proves to be invalid and/or would prove to be unenforceable after notification is made to the relevant Debtor by way of a letter; (v) the relevant Debtor shall not be an affiliated company of any of the Sellers (an affiliate being the Parent Company and any other entities that are controlled by the Parent Company); (vi) it shall be fully capable of transfer without any Ban on Assignment; and when a consent is required (such as in case of a Ban on Assignment), such consent must have been obtained (a) to the satisfaction of the Factor, in a form and substance substantially similar to the model form of consent letter set out in Annex 10, and (b) from the relevant Debtor (acting on its behalf) or from the relevant Affiliate of that Debtor (acting on behalf of the relevant Debtor), on or prior to the date on which the Receivable is intended to be Assigned (for the avoidance of doubt, failing to receive such consent, the Receivables shall not be eligible for Assignment to the Factor), it being understood that the consent letters received as of the date of signature of the Agreement in respect of the contracts existing with Rexam and Crown shall be deemed to be satisfactory; (vii) each Receivable shall exist and constitute legal valid, binding and enforceable payment obligations of the relevant Debtor; (viii) it shall be free from any security interest, rights of third parties or adverse claims, and shall not have been previously assigned to third parties or as the case may be, such security interest, rights of third parties or adverse claims will have been waived to the satisfaction of the Factor prior to the transfer of the relevant Transferred Receivable; (ix) subject to Clause 5.1.3, the invoice documenting it shall have been issued less than 30 calendar days prior to the contemplated assignment to the Factor; (x) its maturity date shall fall after the date of the contemplated assignment to the Factor and its maturity shall not be contrary to applicable law and in no case exceed one hundred and twenty (120) calendar days from the date of the invoice (except as specifically set out in the Credit and Collection Procedures); and (xi) except for the Receivables deriving from contractual relationships with Debtors that include Tolling and/or Pseudo Tolling transactions (such Receivables being subject to the application of Clause 8.5.2 below), a Receivable shall not be subject to a right of set-off or counterclaim of the relevant Debtor (except if it is strictly related to such Receivables (such as Reductions or Cancellations Items)). In particular, for so long as a prepayment, a contribution to finance investments, or a similar arrangement, including inter alia from Airbus Operation SAS or Airbus Operation Limited is outstanding, such Receivables held against the entity having granted such outstanding prepayment or contribution will not be eligible for assignment to the Factor unless, prior to any proposed transfer, such Debtor has written to the relevant French Seller and the Factor in terms satisfactory to the Factor agreeing that it will not set off any such prepayment, contribution or similar arrangement due to it from the French Seller against monies payable by it in respect of that Receivable to the Factor.
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Relevant Receivables. Each Relevant Receivable under this Agreement shall meetbear, on the date on which it is transferred to the Factorinter alia, the following eligibility criteria:
(i) i. It shall be fully owned by the Company;
ii. it shall correspond to result from the firm sale of products (or to the related provision of services) by each of the French Sellers services in the ordinary course of its business and in accordance with any document evidencing the origination of the Receivablesreceivables;
(ii) iii. it shall have been originated and monitored pursuant to in accordance with the Company’s Credit and Collection Procedures;
(iii) Procedures and it shall be payable in France;
iv. it shall be governed by French law or by a law on which the Factor has given its prior approval after proper due legal analysis;
v. it can be denominated either in Euros Euro (EUR), Great Britain Pounds (GBP), United States US Dollars (USD), Pound Sterling (GBP) or Swiss Francs (CHF) or in any other currency approved by the Factor;
(iv) it shall be a Receivable (1) on a Debtor incorporated in a jurisdiction appearing in the Collectability List and (2) which is either a Tested Approved Receivable or an Untested Receivable which complies with the eligibility procedure set forth in Clause 3.3 below; it being understood that the Embraer Receivables, on the basis of the legal analysis carried out as at the date hereof showing that they do not comply with the Foreign Eligibility Conditions, will be treated as Tested Unpproved Receivables and will not be eligible for Assignment to the Factor (i) unless the Factor, at its entire discretion, accept at the request of the relevant French Seller to purchase such Receivables (provided that the Factor may at any time cease to purchase such Receivables) and (ii) provided that, on the basis that the Factor shall have recourse against the relevant French Seller pursuant to Clause 5.5 in case the Assignment of those Embraer Receivables to the Factor proves to be invalid and/or would prove to be unenforceable after notification is made to the relevant Debtor by way of a letter;
(v) the relevant Debtor shall not be an affiliated company of any of the Sellers (an affiliate being the Parent Company and any other entities that are controlled by the Parent Company);
(vi) it shall be fully capable of transfer without any Ban on Assignment; and when a consent is required (such as in case of a Ban on Assignment), such consent must have been obtained (a) to the satisfaction of the Factor, in a form and substance substantially similar to the model form of consent letter set out in Annex 10, and (b) from the relevant Debtor (acting on its behalf) or from the relevant Affiliate of that Debtor (acting on behalf of the relevant Debtor), on or prior to the date on which the Receivable is intended to be Assigned (for the avoidance of doubt, failing to receive such consent, the Receivables shall not be eligible for Assignment to the Factor), it being understood that the consent letters received as of the date of signature of the Agreement in respect of which the contracts existing with Rexam and Crown shall be deemed to be satisfactoryFactor has given its prior approval;
(vii) each Receivable vi. it shall exist and constitute legal valid, binding and enforceable payment obligations of the relevant Debtor;
vii. it shall be fully capable of transfer without any ban of assignment or the requirement of any consent from a Debtor or a third party (unless such consent has been obtained to the satisfaction of the Factor prior to the transfer of the relevant receivable);
viii) . it shall be free from any security interest, rights of third parties or adverse claims, claims and shall not have been previously assigned to third parties or as the case may be, such security interest, rights of third parties or adverse claims will have been waived to the satisfaction of the Factor prior to the transfer of the relevant Transferred Receivableparties;
(ix) subject to Clause 5.1.3, . the invoice documenting it Debtor under each receivable shall have been issued less than 30 calendar days prior to the contemplated assignment to the Factorbe located in France or in an Approved Jurisdiction;
(x) its maturity date shall fall after the date of the contemplated assignment to the Factor and its maturity x. it shall not be contrary paid or payable by means of cash or credit card;
xi. no receivable shall arise out of a contract the performance of which has been wholly or partly subcontracted;
xii. no receivable shall arise out of the context of works or related contracts, where payment, even after unconditional acceptance, is subject to verifying the performance of an obligation by the Company or completion of additional services, deliveries or other milestones;
xiii. no receivable shall arise out of invoices issued in respect of Debtors or Debtors’ affiliates who are also suppliers of the Company or with which the Company maintains a relationship of dependence or interdependence;
xiv. it is not subject to any set-off right or counterclaim exercised by the relevant Debtor;
xv. it shall not be owed by a Debtor in respect of which the Factor is prohibited to purchase receivables pursuant to applicable law and in no case exceed one hundred and twenty (120) calendar days from the date of the invoice (except as specifically set out in the Credit and Collection Procedures)regulation; and
(xi) except for xvi. at the Receivables deriving from contractual relationships with Debtors that include Tolling and/or Pseudo Tolling transactions (such Receivables being subject to time of the application of Clause 8.5.2 below)transfer, a Receivable shall not be subject to a right of set-off or counterclaim of the relevant Debtor (except if it is strictly related to such Receivables (such as Reductions or Cancellations Items)). In particular, for so long as a prepayment, a contribution to finance investments, or a similar arrangement, including inter alia from Airbus Operation SAS or Airbus Operation Limited is outstanding, such Receivables held against the entity having granted such outstanding prepayment or contribution will not be eligible in safeguard (“sauvegarde”), judicial recovery (“redressement judiciaire”) or judicial liquidation proceeding (“liquidation judiciaire”) as provided for assignment to the Factor unless, prior to any proposed transfer, such Debtor has written to the relevant French Seller and the Factor in terms satisfactory to the Factor agreeing that it will not set off any such prepayment, contribution or similar arrangement due to it from under Book VI of the French Seller against monies payable by it Commercial Code or analogous proceedings in respect of that Receivable to the Factorother jurisdictions.
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