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Under the Euro Medium Term Note Programme ... - Finance - EDF

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<strong>Term</strong>s and Conditions of <strong>the</strong> <strong>Note</strong>s<br />

(iii)<br />

(iv)<br />

(a) any Indebtedness (as defined in Condition 4 (Negative Pledge)) of <strong>the</strong><br />

Issuer (being Indebtedness having an outstanding aggregate principal<br />

amount in excess of €100,000,000 or its equivalent in any o<strong>the</strong>r currency) is<br />

not paid within 30 days after its stated maturity or earlier redemption date, as<br />

<strong>the</strong> case may be, or within any longer applicable grace period, as <strong>the</strong> case<br />

may be, (b) any Indebtedness of <strong>the</strong> Issuer (being Indebtedness having an<br />

outstanding aggregate principal amount in excess of €100,000,000 or its<br />

equivalent in any o<strong>the</strong>r currency) becomes due and payable prior to its<br />

stated maturity as a result of a default <strong>the</strong>reunder which is not remedied<br />

within <strong>the</strong> relevant grace period or (c) <strong>the</strong> Issuer fails to pay when due any<br />

amount payable by it under any guarantee of Indebtedness (being<br />

Indebtedness having an outstanding aggregate principal amount in excess of<br />

€100,000,000 or its equivalent in any o<strong>the</strong>r currency) unless, in each case,<br />

<strong>the</strong> Issuer is contesting in good faith its obligations to make payment or<br />

repayment of any such amount; or<br />

<strong>the</strong> Issuer enters into a conciliation (procédure de conciliation in accordance<br />

with Articles L. 611-4 to L. 611-15 of <strong>the</strong> French Code de commerce) with<br />

creditors, or a judgment is issued for judicial liquidation (liquidation judiciaire)<br />

or for a transfer of <strong>the</strong> whole of its business (cession totale de l'entreprise à<br />

la suite d'un plan de cession) pursuant to a judicial reorganisation<br />

(redressement judiciaire), or <strong>the</strong> Issuer is subject to equivalent legal<br />

proceedings, or in <strong>the</strong> absence of legal proceedings <strong>the</strong> Issuer makes a<br />

voluntary conveyance, assignment or o<strong>the</strong>r arrangement for <strong>the</strong> benefit of its<br />

creditors or enters into a composition with its creditors or <strong>the</strong> Issuer is<br />

voluntarily wound up or dissolved (dissolution or liquidation amiable).<br />

10. Prescription<br />

Claims against <strong>the</strong> Issuer for payment in respect of <strong>the</strong> <strong>Note</strong>s, Receipts and Coupons<br />

(which for this purpose shall not include Talons) shall be prescribed and become void<br />

unless made within five years (in <strong>the</strong> case of both principal and interest) from <strong>the</strong><br />

appropriate Relevant Date in respect of <strong>the</strong>m.<br />

11. Representation of <strong>Note</strong>holders<br />

Except as o<strong>the</strong>rwise provided by <strong>the</strong> relevant Final <strong>Term</strong>s, <strong>Note</strong>holders will, in<br />

respect of all Tranches in any Series, be grouped automatically for <strong>the</strong> defence of<br />

<strong>the</strong>ir common interests in a masse (in each case, <strong>the</strong> "Masse").<br />

The Masse will be governed by <strong>the</strong> provisions of <strong>the</strong> French Code de commerce and,<br />

in <strong>the</strong> case only of <strong>Note</strong>s which are issued outside <strong>the</strong> Republic of France, with <strong>the</strong><br />

exception of Articles L.228-48, L.228-59, <strong>the</strong> second sentence of Articles L.228-65 II,<br />

R.228-63, R.228-67 and R.228-69, subject to <strong>the</strong> following provisions:<br />

(a)<br />

Legal Personality<br />

The Masse will be a separate legal entity and will act in part through a<br />

representative (<strong>the</strong> "Representative") and in part through a general meeting<br />

of <strong>the</strong> <strong>Note</strong>holders (<strong>the</strong> "General Meeting").<br />

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