CLAUSES AND SCHEDULES ARE FOR EASE OF REFERENCE ONLY AND SHALL NOT
AFFECT THE INTERPRETATION OR CONSTRUCTION THEREOF;
1.2.2
TERMS DEFINED IN CLAUSE 1.1 MAY BE USED IN THE SINGULAR OR THE PLURAL SENSE AS
REQUIRED BY THE CONTEXT THEREOF;
1.2.3
REFERENCES TO A PERSON SHALL BE CONSTRUED AS INCLUDING SUCH PERSON'S SUCCESSORS,
TRANSFEREES AND ASSIGNS AND TO ANY OTHER PERSON SUCCEEDING TO THE RIGHTS AND
OBLIGATIONS OF SUCH PERSON IN ANY MANNER WHATSOEVER;
1.2.4
REFERENCES TO AN AGREEMENT OR ANY OTHER DOCUMENT SHALL INCLUDE ANY SCHEDULES
THERETO AND ANY MODIFICATIONS OR AMENDMENTS THEREOF;
2
1.2.5
REFERENCES TO AN OBLIGATION SHALL INCLUDE ANY ACCESSORIES ATTACHED THERETO; AND
1.2.6
REFERENCES TO TIME OF DAY ARE TO PARIS TIME.
2
PLEDGE OVER THE BUSINESS AS A GOING CONCERN
(NANTISSEMENT)
In order to secure the performance and the payment of the Guaranteed
Obligations, the Pledgor hereby pledges the Going Concern in favor of the
Beneficiary, pursuant to the provisions of articles L.142-1 et seq. of the Code
de commerce (the "Commercial Code") and with regulatory provisions of the
Commercial Code relating to such articles and the Pledgor hereby agrees, to the
extent necessary, that such pledge be registered with the Commercial court of
Dreux.
Upon completion of the formalities as contemplated in Clause 4.1, the
Pledge will constitute a first ranking security interest over the Going Concern
in favor of the Beneficiary.
3
DESIGNATION OF THE PLEDGED GOING CONCERN
3.1
THE PLEDGOR HEREBY PLEDGES ITS GOING CONCERN WHICH CONSISTS,
IN FRANCE AS WELL AS ABROAD, DIRECTLY OR INDIRECTLY, FOR ITS OWN ACCOUNT OF FOR
THE ACCOUNT OF THIRD PARTIES, IN:
(A)
THE IMPORTATION, THE EXPORTATION, THE PURCHASE, THE SALE, THE LEASE, THE
INSTALLATION, THE MAINTENANCE AND THE REPAIR OF ANY GOODS, DEVICES OR EQUIPMENTS
IN THE ENGINEERING AND COMPUTER DOMAIN AND RELATED DOMAINS, AS WELL AS THE
MARKETING OF RELATED SUPPLIES;
(B)
AND, MORE GENERALLY, ANY AND ALL COMMERCIAL, INDUSTRIAL OR FINANCE TRANSACTIONS,
RELATING TO MOVABLE OR REAL-ESTATE PROPERTY, WHICH CAN BE LINKED, DIRECTLY OR
INDIRECTLY, WITH ITS CORPORATE PURPOSE, OR WITH ANY SIMILAR OR ANCILLARY
PURPOSES, OR WHICH ARE LIKELY TO FACILITATE THE OPERATION OR THE DEVELOPMENT OF
THE PLEDGOR'S BUSINESS AS WELL AS ITS PARTICIPATION, BY EVERY POSSIBLE MEANS, IN
ANY FIRM OR COMPANY, CREATED OR TO BE CREATED, WHICH CAN BE LINKED WITH ITS
CORPORATE PURPOSE, IN PARTICULAR BY THE CREATION OF NEW COMPANIES, CONTRIBUTION
(APPORT), MERGER, GENERAL PARTNERSHIP (COMMANDITE), SUBSCRIPTION, PURCHASE OF
SHARES OR SHAREHOLDER INTERESTS, ALLIANCE, UNDISCLOSED PARTNERSHIP (SOCIÉTÉ EN
PARTICIPATION) OR ECONOMIC INTEREST GROUP (GROUPEMENT D'INTÉRÊT ÉCONOMIQUE).
3.2
THE SAID GOING CONCERN SO PLEDGED INCLUDES ALL ELEMENTS WHICH
MAY BE LEGALLY INCLUDED THEREIN PURSUANT TO ARTICLE L. 142-2 OF THE COMMERCIAL
CODE, AND IN PARTICULAR:
(A)
THE LOGO, THE CLIENTS AND GOODWILL IN RESPECT THEREWITH;
(B)
COMMERCIAL AND INDUSTRIAL FURNITURE, MATERIAL AND EQUIPMENT USED IN THE
OPERATION THEREOF;
(C)
THE COMMERCIAL NAMES, THE PATENTS AND LICENSES, THE TRADE MARKS AND TRADE NAMES,
INCLUDING THE INTELLECTUAL PROPERTY RIGHTS, THE MODELS AND DESIGNS AND MORE
GENERALLY ANY INTANGIBLE