(c) unable to pay its debts as they fall due includes without limitation insolventa prezumata or insolventa iminenta according to the Romanian Law No. 85/2014 on insolvency and insolvency prevention procedures and stare de insolvabilitate according to Article 1.417 of the Civil Code of Romania;
(d) winding-up, dissolution, administration or reorganisation include, without limitation, lichidare, dizolvare, procedura generala, procedura simplificata, insolventa, reorganizare judiciara, faliment or procedura straina within the meaning of Romanian Law No. 85/2014 on insolvency and insolvency prevention procedures;
(e) liquidator, receiver, administrative receiver, administrator, compulsory manager includes, without limitation, curator, judecator sindic, administrator, administrator special, administrator judiciar executor judecatoresc, lichidator judiciar, mandatar ad-hoc, administrator concordatar, comisia de insolvență, lichidatorul, instanţele judecătoresti and administratorul procedurii; and
(f) good, valid and marketable title to assets refers to that Romanian Loan Party (A) being the sole (unic), absolute (absolut), exclusive (exclusiv), full (deplin), legal (legal) and beneficial owner of the relevant assets and (B) having a complete (complet), actual (actual), valid (valabil) and alienable (alienabil) title to the relevant assets.
SECTION 1.07. Luxembourg Terms. Notwithstanding any other provision of this Agreement to the contrary, in this Agreement where it relates to any Loan Party or any Subsidiary which is organized under the laws of Luxembourg, a reference to: (a) a winding-up, administration, court ordered liquidation (liquidation judiciaire), voluntary dissolution or liquidation (dissolution ou liquidation volontaire), conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or dissolution includes bankruptcy (faillite), insolvency, liquidation, composition with creditors (concordat préventif de la faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally; (b) a receiver, receiver and manager, liquidator, administrator, trustee, custodian, sequestrator, conservator or similar officer includes a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur, curateur or any similar officer pursuant to any insolvency or similar proceedings; (c) a lien or security interest includes any hypothèque, nantissement, gage, privilege, sûreté, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security; (d) a Person being unable to pay its debts includes that person being in a state of cessation de paiements or having lost or meeting the criteria to lose its creditworthiness (ébranlement de crédit); (e) attachments or similar creditors process means an executory attachment (saisie exécutoire) or conservatory attachment (saisie conservatoire); (f) a guaranty includes any garantie that is independent from the debt to which it relates and excludes any suretyship (cautionnement) within the meaning of Articles 2011 and seq. of the Luxembourg Civil Code; (g) articles of organization or by-laws includes its articles of association (statuts); and (h) a director or a manager includes an administrateur or a gérant.
SECTION 1.08. Australian Code of Banking Practice. The parties agree that the Australian Banking Code of Practice (published by the Australian Banking Association, as amended, revised or amended and restated from time to time) does not apply to the Loan Documents and the transactions under them.