FROM ITS
REGISTRATION CERTIFICATE AT THE
REGISTRY OF COMMERCE AND COMPANIES OF DREUX;
5.1.11
THAT IT HAS GIVEN TO THE BENEFICIARY ALL INFORMATION REQUESTED BY THE
BENEFICIARY CONCERNING ALL OF THE ELEMENTS PLEDGED OR DUE TO BE PLEDGED
HEREUNDER;
5.1.12
THAT IT DOES NOT AT THE DATE HEREOF, OWN ANY BUSINESS, EXCEPT FOR THE GOING
CONCERN WHICH IS THE SUBJECT OF THIS PLEDGE, AND THAT IT IS, WHETHER OR NOT
PURSUANT TO LICENSING AGREEMENTS, EFFECTIVELY AND VALIDLY AUTHORIZED TO USE THE
ASSETS AND RIGHTS INCLUDED WITHIN THE SCOPE OF THE PLEDGE;
5.1.13
THAT AT THE DATE HEREOF, IT IS NOT THE OWNER OF ANY INTELLECTUAL PROPERTY RIGHT;
5.1.14
THAT AT THE DATE HEREOF, IT IS NOT THE HOLDER IN ANY CAPACITY WHATSOEVER (AND IN
PARTICULAR, AS A LICENSEE) OF ANY INTELLECTUAL PROPERTY RIGHT, OTHER THAN THE
RIGHTS INCLUDED IN THE SCOPE OF THE PRESENT PLEDGE;
5.1.15
THAT IT HAS LEGAL AND VALID TITLE TO OCCUPATION OF THE PREMISES IN WHICH THE
GOING CONCERN IS OPERATED;
5.1.16
THAT NO LICENSE OR SUB-LICENSE CONCERNING ANY INTELLECTUAL PROPERTY RIGHT OR
TRADE NAME, HAS BEEN GRANTED AT THE DATE HEREOF BY THE PLEDGOR TO ANY THIRD
PARTIES; AND
5.1.17
THAT NONE OF THE COMPONENTS OF THE GOING CONCERN OWNED BY THE PLEDGOR ARE
PLEDGED NOR ARE THEY REQUIRED TO BE PLEDGED IN FAVOR OF THIRD PARTY BANKS
PURSUANT TO ARTICLES L525-1 AND FOLLOWING OF THE COMMERCIAL CODE.
5
5.2
THE REPRESENTATIONS AND WARRANTIES SET OUT IN CLAUSE 5.1 SHALL
REMAIN IN FORCE FOLLOWING THE SIGNATURE OF THE AGREEMENT AND SHALL BE DEEMED TO
BE REPEATED BY THE PLEDGOR SO THAT THEY REMAIN ACCURATE ON EACH DATE ON WHICH
THE REPRESENTATIONS AND WARRANTIES SET OUT IN THE CREDIT AGREEMENT ARE REPEATED.
6
UNDERTAKINGS OF THE PLEDGOR
THE PLEDGOR HEREBY UNDERTAKES AS FOLLOWS:
6.1
PRESERVATION OF THE GOING CONCERN
The Pledgor shall ensure the conservation and preservation of the Going Concern,
it shall maintain (subject to the fair wear and tear) the components of the
Going Concern in a normal state of operation and in activity, it shall refrain
from taking any action which may significantly decrease the value of the Going
Concern (with the exception of actions taken in the normal course of business),
and shall promptly notify the Administrative Agent of any events or
circumstances which are likely to materially and adversely affect (i) the
capacity of the Pledgor to use the Going Concern, or (ii) the exercise by the
Pledgor of its rights and remedies with respect to the Going Concern whether
immediately or in the future.
6.2
NOTIFICATION OF CONTEMPLATED PLEDGE
THE PLEDGOR UNDERTAKES TO NOTIFY THE ADMINISTRATIVE AGENT OF ANY INFORMATION OF
WHICH IT IS AWARE AND ACCORDING TO WHICH ANY THIRD PARTY IS CONSIDERING OR IS
ABOUT TO TAKE OR TO BE GRANTED A SECURITY OR PRIVILEGE OVER ANY OF THE ELEMENTS
INCLUDED IN THE SCOPE OF THE PLEDGE OVER THE GOING CONCERN OR TO BE SO INCLUDED
PURSUANT TO THIS CLAUSE.
6.3
REQUIREMENT OF WRITTEN AGREEMENT OF THE