Division 15

In the absence of compliance with any of the asset divestment commitments referred to under points 13(a), 13(c), 13(d), 13(h), 13(l) or 13(m) within the time limits set above, and in the absence of approval of an alternative commitment by the Commission, the French, Belgian and Luxembourg authorities shall submit for prior approval by the Commission, no later than one month after the time limit set for the sale, a list of one to three persons, selected in agreement with Dexia, for appointment as agent(s) responsible for carrying out the aforementioned sales.

The agent responsible for the sale must be independent, possess the required skills and may not be exposed to conflicts of interest when performing his task.

The Commission may either approve or reject the agent(s) proposed. If the Commission rejects the agent(s) responsible for the sale proposed, Dexia and the French, Belgian and Luxembourg authorities shall propose, within one month of communication of the rejection, one to three new candidates who shall also have to be approved or rejected by the Commission. If all the candidates proposed are finally rejected by the Commission, the latter shall designate an agent, whom Dexia shall appoint or contribute to appointing, on the basis of a mandate approved by the Commission.

The French, Belgian and Luxembourg authorities undertake that Dexia shall grant the necessary and appropriate powers of attorney to the agent responsible for the sale:

1. (i)

   to carry out the sale of the assets referred to in point (a) above (including any necessary powers to ensure satisfactory execution of the documents required to carry out the sale); and

2. (ii)

   to perform any action or make any declaration necessary or appropriate to carry out the sale, including the appointment of advisers to accompany the sale process.

The agent responsible for the sale shall include in the contract(s) of purchase and sale the usual, reasonable terms and conditions he considers appropriate to conclude the sale in the year following his appointment. The agent responsible for the sale shall organise the sales process in such a way as to ensure a divestment […].

The costs of the services of the agent responsible for the sale shall be paid by Dexia.