Common use of Termination by the Factor Clause in Contracts

Termination by the Factor. for all French Sellers and the Parent Company (a) Upon receiving a Default Notice from the relevant French Seller or the Parent Company in respect of a Default referred to in this Clause 11.2.1, or upon becoming aware of a Default referred to in this Clause 11.2.1, the Factor may send a cure notice to the French Sellers and the Parent Company (a “Cure Notice”) setting forth the relevant Default(s) and the applicable grace period(s) (if any). (b) If the relevant Default(s) referred to in the Cure Notice is(are) not cured or waived within applicable grace period (if any), the Factor may, after due consideration of the impact of such termination on the situation of the French Sellers (taken as a whole), terminate the Agreement with respect to all the French Sellers and the Parent Company, upon three (3) Business Day notice (a “Termination Notice”) sent to the French Sellers and the Parent Company to that effect. (c) Each of the following events constitutes an Event of Default in respect of the French Sellers and the Parent Company, whether or not the occurrence of the relevant event is outside the control of any entity of the Group or any other person: (i) a French Seller or the Parent Company (i) is in a state of cessation des paiements (or becomes insolvent for the purposes of any insolvency law); or (ii) by reason of its actual or anticipated financial difficulties, suspends making payments on all or a substantial part of its debts; 72208170 51 (ii) steps have been taken by the Parent Company or a French Seller or, so far as the Parent Company any French Seller is aware, by any other person, that would constitute, or already constitutes, an Insolvency Proceeding in respect of such French Seller or the Parent Company (or any other equivalent proceeding under any applicable law) unless, in relation to such steps or procedures effectively taken or started, such steps or procedures are (i) promptly contested by the relevant French Seller or the Parent Company and (ii) are finally dismissed within twenty (20) days from the sending of the Cure Notice; (iii) the occurrence of a Cross-Default; (iv) the occurrence of an Event of Default as specified in Clause 11.2.2(c) below with respect to all French Sellers; (v) (A) any party to the Factoring Agreement, the Parent Performance Guarantee or the Intercreditor Agreement (other than the Factor or the German Purchaser) challenges the validity or enforceability (opposabilité) of any material right or obligation thereunder (subject to Untested Receivables which have been Assigned to the Factor pursuant to the Agreement); or (B) subject to the Legal Reservations, any of the Factoring Agreement, the Parent Performance Guarantee or the Intercreditor Agreement ceases to be legal, valid, binding and enforceable (opposable) in its entirety unless, with respect to the Parent Performance Guarantee, it is replaced by equivalent security (satisfactory to the Factor) within ten (10) Business Days from the sending of the Cure Notice; or (vi) a change of control occurs with respect to any French Seller or the Parent Company, pursuant to which: (a) Apollo ceases to own (whether directly or indirectly through any natural person or legal entity) (i) at least thirty five per cent (35%) of the issued share capital of the Parent Company or of any French Seller; (ii) the issued share capital having the right to cast at least thirty five per cent (35%) of the votes capable of being cast in general meetings of the Parent Company or of any French Seller; or (iii) the right to determine the composition of the majority of the board of directors or equivalent body of the Parent Company or to designate the Président of any French Seller (as the case may be); or (b) any person (other than an intermediate holding company or a person, in either case, controlled directly or indirectly by Apollo) shall own a greater proportion of the voting rights of any French Seller or the Parent Company than Apollo (in either case, a “Change of Control”); Provided that if, prior to the occurrence of a Change of Control, (a) the Factor is informed by the Parent Company or any of the French Sellers that any shareholder (or group of shareholders acting in concert) other than Apollo, the FSI or Rio Tinto is purporting to own (whether directly or indirectly through any natural person or legal entity) such portion of the issued share capital and/or voting rights of the relevant entity as would give rise to a Change of Control in respect of the Parent Company or of the relevant French Seller(s) and (b) such new shareholder (or group of shareholders) is approved by the Factor (such approval not to be unreasonably withheld), then the relevant Change of Control shall not constitute an Event of Default pursuant to this Agreement.

Termination by the Factor. for all French Sellers and the Parent Company (a) Upon receiving a Default Notice from the relevant French Seller or the Parent Company in respect of a Default referred to in this Clause 11.2.1, or upon becoming aware of a Default referred to in this Clause 11.2.1, the Factor may send a cure notice to the French Sellers and the Parent Company (a “Cure Notice”) setting forth the relevant Default(s) and the applicable grace period(s) (if any). (b) If the relevant Default(s) referred to in the Cure Notice is(are) not cured or waived within applicable grace period (if any), the Factor may, after due consideration of the impact of such termination on the situation of the French Sellers (taken as a whole), terminate the Agreement with respect to all the French Sellers and the Parent Company, upon three (3) Business Day notice (a “Termination Notice”) sent to the French Sellers and the Parent Company to that effect. (c) Each of the following events constitutes an Event of Default in respect of the French Sellers and the Parent Company, whether or not the occurrence of the relevant event is outside the control of any entity of the Group or any other person: (i) a French Seller or the Parent Company (i) is in a state of cessation des paiements (or becomes insolvent for the purposes of any insolvency law); or (ii) by reason of its actual or anticipated financial difficulties, suspends making payments on all or a substantial part of its debts; 72208170 51; (ii) steps have been taken by the Parent Company or a French Seller or, so far as the Parent Company any French Seller is aware, by any other person, that would constitute, or already constitutes, an Insolvency Proceeding in respect of such French Seller or the Parent Company (or any other equivalent proceeding under any applicable law) unless, in relation to such steps or procedures effectively taken or started, such steps or procedures are (i) promptly contested by the relevant French Seller or the Parent Company and (ii) are finally dismissed within twenty (20) days from the sending of the Cure Notice; (iii) the occurrence of a Cross-Default; (iv) the occurrence of an Event of Default as specified in Clause 11.2.2(c) below with respect to all French Sellers; (v) (A) any party to the Factoring Agreement, the Parent Performance Guarantee or the Intercreditor Agreement (other than the Factor or the German Purchaser) challenges the validity or enforceability (opposabilité) of any material right or obligation thereunder (subject to Untested Receivables which have been Assigned to the Factor pursuant to the Agreement); or (B) subject to the Legal Reservations, any of the Factoring Agreement, the Parent Performance Guarantee or the Intercreditor Agreement ceases to be legal, valid, binding and enforceable (opposable) in its entirety unless, with respect to the Parent Performance Guarantee, it is replaced by equivalent security (satisfactory to the Factor) within ten (10) Business Days from the sending of the Cure Notice; or (vi) a change of control occurs with respect to any French Seller or the Parent Company, pursuant to which: (a) Apollo ceases to own (whether directly or indirectly through any natural person or legal entity) (i) at least thirty five per cent (35%) of the issued share capital of the Parent Company or of any French Seller; (ii) the issued share capital having the right to cast at least thirty five per cent (35%) of the votes capable of being cast in general meetings of the Parent Company or of any French Seller; or (iii) the right to determine the composition of the majority of the board of directors or equivalent body of the Parent Company or to designate the Président of any French Seller (as the case may be); or (b) any person (other than an intermediate holding company or a person, in either case, controlled directly or indirectly by Apollo) shall own a greater proportion of the voting rights of any French Seller or the Parent Company than Apollo (in either case, a “Change of Control”); Provided that if, prior to the occurrence of a Change of Control, (a) the Factor is informed by the Parent Company or any of the French Sellers that any shareholder (or group of shareholders acting in concert) other than Apollo, the FSI or Rio Tinto is purporting to own (whether directly or indirectly through any natural person or legal entity) such portion of the issued share capital and/or voting rights of the relevant entity as would give rise to a Change of Control in respect of the Parent Company or of the relevant French Seller(s) and (b) such new shareholder (or group of shareholders) is approved by the Factor (such approval not to be unreasonably withheld), then the relevant Change of Control shall not constitute an Event of Default pursuant to this Agreement.