Common use of Nature of the Guarantee Clause in Contracts

Nature of the Guarantee. ‌ (a) This Guarantee is an independent guarantee and is payable on first demand. In the event of a Guarantee call being made in accordance with Clauses 4 and 5, the States waive the right (without prejudice to their rights against DCL) to raise any defence or any exception relating to the Guaranteed Obligations or the non- compliance by DCL with its obligations towards the States as well as any other defence or exception whatsoever that DCL could assert against the Third-Party Beneficiaries or Security Holders to refuse payment, and the States shall be liable towards the Third-Party Beneficiaries or Security Holders as if they were the primary debtors of the Guaranteed Obligations in accordance with the terms thereof, each to the extent of its percentage share. In particular, the States’ obligations under this Guarantee shall not be terminated or affected by: (i) the cessation of payments (whether within the meaning of the French Commercial Code or the French Monetary and Financial Code), insolvency, dissolution, deregistration or any other change in the status of DCL; (ii) the illegality of the Guaranteed Obligations; (iii) the illegality of the obligations of the other State under this Guarantee, or the non-compliance by the other State with such obligations; (iv) any grace period, conciliation agreement or other similar concession granted to DCL by the holders of the Guaranteed Obligations or imposed by a judicial authority or a judicial assistant (auxiliaire de justice); (v) the occurrence of any collective proceedings (safeguard, accelerated safeguard, accelerated financial safeguard, judicial redress, judicial liquidation or other similar proceedings), the write-down or conversion of Guaranteed Obligations pursuant to the application of the bail-in tool in the context of a resolution process, the appointment of a provisional administrator or any other measure adopted by the Autorité de contrôle prudentiel et de résolution or any other regulatory authority with jurisdiction in respect of DCL; or (vi) any other ground for termination of the Guaranteed Obligations, save for their payment in full. (b) The benefit of this Guarantee shall be maintained if a payment received by a Third-Party Beneficiary or a Security Holder and applied towards satisfaction of the Guaranteed Obligations is subsequently voided or declared invalid vis-à- vis the creditors of the maker of such payment, becomes repayable by such Third-Party Beneficiary or Security Holder to DCL or a third party, or proves not to have been effectively received by such Third-Party Beneficiary or Security Holder.‌ (c) The Third-Party Beneficiaries or Security Holders will not be required, in order to exercise their rights under this Guarantee, to make any demand against DCL, to take any action against DCL or to file claims in any insolvency proceedings relating to DCL. (d) No ground for acceleration of payment of the Guaranteed Obligations, whether statutory (for example in the case of judicial liquidation proceedings with respect to DCL) or contractual (for example in the case of an event of default, event of termination or cross-default), will be enforceable against the States. Consequently, Guarantee calls shall lead to payment obligations of the States only in accordance with the normal payment schedule of the Guaranteed Obligations (it being understood that (i) the effects of any early termination clause which is not related to the occurrence of an event of default, such as the exercise by a Third-Party Beneficiary or Security Holder of certain contractual put options, are deemed part of the normal payment schedule of the Guaranteed Obligations, and that (ii) Guarantee calls will need to be renewed on all subsequent maturity dates of the Guaranteed Obligations). Further, in order to be entitled to call on this Guarantee, a Third-Party Beneficiary or a Security Holder may not have raised or raise any ground for acceleration against DCL (except, if applicable, those grounds for acceleration which would have occurred by operation of law without any action from the relevant Third-Party Beneficiary or Security Holder, for example upon the opening of judicial liquidation proceedings with respect to DCL).

Nature of the Guarantee. ‌ (a) This Guarantee is an independent guarantee and is payable on first demand. In the event of a Guarantee call being made in accordance with Clauses 4 and 5, the States waive the right (without prejudice to their rights against DCL) to raise any defence or any exception relating to the Guaranteed Obligations or the non- non-compliance by DCL with its obligations towards the States as well as any other defence or exception whatsoever that DCL could assert against the Third-Party Beneficiaries or Security Holders to refuse payment, and the States shall be liable towards the Third-Party Beneficiaries or Security Holders as if they were the primary debtors of the Guaranteed Obligations in accordance with the terms thereof, each to the extent of its percentage share. In particular, the States’ obligations under this Guarantee shall not be terminated termi- nated or affected by: (i) the cessation of payments (whether within the meaning of the French Commercial Code or the French Monetary and Financial Code), insolvency, dissolution, deregistration or any other change in the status of DCL; (ii) the illegality of the Guaranteed Obligations; (iii) the illegality of the obligations of the any other State under this Guarantee, or the non-compliance by the any other State with such obligations; (iv) any grace period, conciliation agreement or other similar concession granted to DCL by the holders of the Guaranteed Obligations or imposed by a judicial authority or a judicial assistant (auxiliaire de justice); (v) the occurrence of any collective proceedings (safeguard, accelerated safeguard, accelerated financial safeguard, judicial redress, judicial liquidation or other similar proceedings), the write-down or conversion of Guaranteed Obligations pursuant to the application of the bail-in tool in the context of a resolution process, the appointment of a provisional administrator or any other measure adopted by the Autorité de contrôle prudentiel et de résolution or any other regulatory authority with jurisdiction in respect of DCL; or (vi) any other ground for termination of the Guaranteed Obligations, save for their payment in full. (b) The benefit of this Guarantee shall be maintained if a payment received by a Third-Party Beneficiary or a Security Holder and applied towards satisfaction of the Guaranteed Obligations is subsequently voided or declared invalid visvis- à-à- vis the creditors of the maker of such payment, becomes repayable by such Third-Party Beneficiary or Security Holder to DCL or a third party, or proves not to have been effectively received by such Third-Party Beneficiary or Security Holder.‌Holder. (c) The Third-Party Beneficiaries or Security Holders will not be required, in order to exercise their rights under this Guarantee, to make any demand against DCL, to take any action against DCL or to file claims in any insolvency insol- vency proceedings relating to DCL. (d) No ground for acceleration of payment of the Guaranteed Obligations, whether statutory (for example in the case of judicial liquidation proceedings with respect to DCL) or contractual (for example in the case of an event of default, event of termination or cross-default), will be enforceable against the States. Consequently, Guarantee calls shall lead to payment obligations of the States only in accordance with the normal payment schedule of the Guaranteed Obligations (it being understood that (i) the effects of any early termination clause which is not related to the occurrence of an event of default, such as the exercise by a Third-Party Beneficiary or Security Holder of certain contractual put options, are deemed part of the normal payment schedule of the Guaranteed Obligations, and that (ii) Guarantee calls will need to be renewed on all subsequent maturity dates of the Guaranteed ObligationsObliga- tions). Further, in order to be entitled to call on this Guarantee, a Third-Party Beneficiary or a Security Holder may not have raised or raise any ground for acceleration against DCL (except, if applicable, those grounds for acceleration which would have occurred by operation of law without any action from the relevant Third-Party Beneficiary or Security Holder, for example upon the opening of judicial liquidation proceedings with respect to DCL).

Nature of the Guarantee. ‌ (a) This The obligations of the Guarantor under the Guarantee are irrevocable, absolute and unconditional and irrespective of any defects affecting the Loan Agreement. The Guarantee shall remain in full force and effect notwithstanding the liquidation or other incapacity or any change in the constitution of (or in the name of) the Borrower or any other person or any settlement of account or other matter whatsoever. (b) The Guarantee is an independent autonomous first demand guarantee governed by article 2321 of the French Code Civil. It is in addition to and is payable on shall not merge with or otherwise prejudice or affect or be prejudiced by any other right, powers and remedies provided by law to the Beneficiary or by any present or future security interest (including, but not limited to, any guarantee, indemnity, mortgage, hypothèque, charge, pledge or lien) now or hereafter held by or available to the Beneficiary and may be enforced without first demandhaving recourse to any such security. In For the event avoidance of a Guarantee call being made in accordance with Clauses 4 and 5doubt, the States waive Beneficiary and the right Guarantor expressly confirm that the Guarantee does not constitute a suretyship (without prejudice to their rights against DCLcautionnement) to within the meaning of articles 2288 et seq. of the French Code Civil. (c) The Guarantor acknowledges and expressly accepts that it cannot raise any defence objection, defence, ground of plea of any kind, in particular based on the Loan Agreement or any exception relating agreement in connection therewith, to refuse or delay the Guaranteed Obligations or the non- compliance by DCL with performance of its obligations towards under the States as well as Guarantee and/or any other defence or exception whatsoever that DCL could assert against payment to be made under the Third-Party Beneficiaries or Security Holders to refuse payment, and the States shall be liable towards the Third-Party Beneficiaries or Security Holders as if they were the primary debtors of the Guaranteed Obligations in accordance with the terms thereof, each to the extent of its percentage shareGuarantee. In particular, but without limitation, the States’ Guarantor acknowledges and expressly confirms that its obligations to make payments under this the Guarantee shall not be terminated or affected by: are independent from (i) the cessation of payments (whether within the meaning legality, validity, regularity and/or enforceability of the French Commercial Code Loan Agreement or any agreement in connection therewith, (ii) any absence of action against the French Monetary and Financial Code)Borrower to enforce its obligations under the Loan Agreement or any agreement in connection therewith, insolvency(iii) any amendment, dissolutionnovation, deregistration supplement, extension, restatement or replacement of the Loan Agreement or any other change in the status of DCL; (ii) the illegality of the Guaranteed Obligations; (iii) the illegality of the obligations of the other State under this Guaranteedocument or security, or the non-compliance by the other State with such obligations; (iv) any grace period, conciliation agreement waiver or other similar concession granted to DCL consent by the holders CEB with respect to any provisions of the Guaranteed Obligations Loan Agreement or imposed by a judicial authority any agreement in connection therewith including any discharge, release or a judicial assistant (auxiliaire de justice); variation of the liability of, or the granting of any delay, indulgence or concession to, the Borrower, (v) the occurrence of any collective proceedings (safeguardevent whatsoever which could prevent the Borrower from performing its obligations, accelerated safeguardincluding the payment obligations, accelerated financial safeguard, judicial redress, judicial liquidation or other similar proceedings), under the write-down or conversion of Guaranteed Obligations pursuant to the application of the bail-in tool in the context of a resolution process, the appointment of a provisional administrator Loan Agreement or any other measure adopted by the Autorité de contrôle prudentiel et de résolution agreement in connection therewith or any other regulatory authority with jurisdiction in respect of DCL; or (vi) any other ground for termination circumstances which might otherwise constitute a legal discharge of, or a defence for, the Guarantor. The Guarantor shall, in particular but without limitation, not be entitled to challenge any Demand under the Guarantee nor raise any objection, defence, exception, lien or right of set-off resulting from or relating to (i) any provisions of the Guaranteed ObligationsLoan Agreement or any agreement in connection therewith, save for their payment in full. (ii) any relationship between (a) the CEB and the Borrower, (b) The benefit of this Guarantee shall be maintained if a payment received by a Third-Party Beneficiary or a Security Holder the Guarantor and applied towards satisfaction of the Guaranteed Obligations is subsequently voided or declared invalid vis-à- vis the creditors of the maker of such payment, becomes repayable by such Third-Party Beneficiary or Security Holder to DCL or a third partyBorrower, or proves not to have been effectively received by such Third-Party Beneficiary or Security Holder.‌ (c) The Third-Party Beneficiaries the Guarantor and the CEB, (iii) any change in the legal and/or financial situation or Security Holders will not the shareholding of the Borrower, (iv) any negligence or omission of the CEB, (v) any arrangement or agreement between the CEB and the Borrower including any cure period or delay which may be required, in order granted to exercise their rights under this Guarantee, to make any demand against DCL, to take any action against DCL or to file claims in any insolvency proceedings relating to DCLthe Borrower. (d) No ground for acceleration of payment References in the Guarantee to the Loan Agreement or the Borrower shall not affect the autonomous nature of the Guaranteed Obligations, whether statutory (for example in the case of judicial liquidation proceedings with respect to DCL) or contractual (for example in the case of an event of default, event of termination or cross-default), will be enforceable against the States. Consequently, Guarantee calls shall lead to payment obligations of the States only in accordance with the normal payment schedule of the Guaranteed Obligations (it being understood that (i) the effects of any early termination clause which is not related to the occurrence of an event of default, such as the exercise by a Third-Party Beneficiary or Security Holder of certain contractual put options, are deemed part of the normal payment schedule of the Guaranteed Obligations, and that (ii) Guarantee calls will need to be renewed on all subsequent maturity dates of the Guaranteed Obligations). Further, in order to be entitled to call on this Guarantee, a Third-Party Beneficiary or a Security Holder may not have raised or raise any ground for acceleration against DCL (except, if applicable, those grounds for acceleration which would have occurred by operation of law without any action from the relevant Third-Party Beneficiary or Security Holder, for example upon the opening of judicial liquidation proceedings with respect to DCL).