AGREEMENT) IMMEDIATELY FOLLOWING RECEPTION BY THE REGISTRAR OF THE SIGNED COPY
OF THE STATEMENT OF PLEDGE.
2.1.3
PURSUANT TO ARTICLE L. 431-4 OF THE MONETARY AND FINANCE CODE, ALL
DIVIDENDS, INTEREST, FRUITS AND PRODUCTS IN ANY CURRENCY RELATING TO THE SHARES
SHALL BE CREDITED ON A SPECIAL ACCOUNT TO BE HELD BY THE PLEDGOR IN THE BOOKS OF
THE DIVIDENDS ACCOUNT HOLDER (THE "DIVIDENDS ACCOUNT"). THE PLEDGOR UNDERTAKES
TO OPEN THE DIVIDENDS ACCOUNT AND TO PROVIDE THE BENEFICIARY WITH INFORMATION
RELATING TO THE DIVIDENDS ACCOUNT AND THE IDENTITY OF THE DIVIDENDS ACCOUNT
HOLDER PRIOR TO THE PAYMENT OF ANY DIVIDENDS BY THE COMPANY TO THE PLEDGOR. THE
DIVIDENDS ACCOUNT IS DEEMED TO BE INCORPORATED INTO THE BASIS OF THE PLEDGE OF
THE FINANCIAL INSTRUMENTS ACCOUNT CREATED HEREUNDER, AS FROM THE DATE OF THE
STATEMENT OF PLEDGE. THE PLEDGOR SHALL CAUSE THE DIVIDENDS ACCOUNT HOLDER TO
DELIVER TO THE ADMINISTRATIVE AGENT AS REASONABLY REQUESTED FROM TIME TO TIME BY
THE ADMINISTRATIVE AGENT A CONFIRMATION OF THE AMOUNTS HELD IN THE DIVIDENDS
ACCOUNT.
2.1.4
THE PLEDGOR UNDERTAKES:
(A)
TO DELIVER TO THE DIVIDENDS ACCOUNT HOLDER A NOTIFICATION TO THE DIVIDENDS
ACCOUNT HOLDER AS SOON AS THE DIVIDENDS ACCOUNT IS OPENED;
(B)
TO CAUSE THE DIVIDENDS ACCOUNT HOLDER TO REGISTER THE PLEDGE OVER THE
DIVIDENDS ACCOUNTS IN FAVOR OF THE BENEFICIARIES PURSUANT TO THIS AGREEMENT AND
THE STATEMENT OF PLEDGE; AND
(C)
TO CAUSE THE DIVIDENDS ACCOUNT HOLDER TO DELIVER, AS SOON AS THE DIVIDENDS
ACCOUNT IS OPENED, TO THE ADMINISTRATIVE AGENT A CERTIFICATION OF PLEDGE OF
DIVIDENDS ACCOUNT SUBSTANTIALLY IN THE FORM OF SCHEDULE 4.
3
2.2
Scope of pledge
2.2.1
IN ADDITION TO THE SHARES REGISTERED ON THE FINANCIAL INSTRUMENTS
ACCOUNT, THE SCOPE OF THE PLEDGE IS EXTENDED TO ANY SECURITIES WHICH ARE
SUBSTITUTED THEREFOR, OR ARE ADDED THERETO PURSUANT TO THE PROVISIONS OF ARTICLE
L. 431-4 OF THE MONETARY AND FINANCE CODE, SUCH RIGHTS BEING SUBJECT TO AND
AUTOMATICALLY AND IRREVOCABLY DEEMED TO BE INCORPORATED INTO THE PLEDGE CREATED
HEREUNDER, WITHOUT ANY SUCH OPERATION CONSTITUTING IN ANY MANNER A NOVATION OF
THE RIGHTS AND SECURITY GRANTED TO THE BENEFICIARIES HEREUNDER. THE PLEDGOR AND
THE REGISTRAR IRREVOCABLY UNDERTAKE TO CREDIT SUCH SECURITIES TO THE FINANCIAL
INSTRUMENTS ACCOUNT.
2.2.2
IF THE PLEDGOR ACQUIRES IN ANY MANNER ADDITIONAL SHARES OR OTHER
NEW SECURITIES ISSUED BY THE COMPANY THAT ARE NOT INCLUDED IN THE PLEDGE GRANTED
PURSUANT TO CLAUSE 2.1.1 AND CLAUSE 2.2.1 ABOVE, THE PLEDGOR SHALL, AS SECURITY
FOR THE PAYMENT OF THE OBLIGATIONS, TRANSFER SUCH SHARES OR OTHER SECURITIES TO
THE FINANCIAL INSTRUMENTS ACCOUNT IN ORDER TO INCLUDE THEM IN THE SCOPE OF THE
PLEDGE GRANTED BY THE PLEDGOR TO THE BENEFICIARIES PURSUANT TO THE TERMS OF
THIS AGREEMENT. THE PLEDGOR SHALL, AT ITS OWN COST, EXECUTE SUCH DOCUMENTS AND
TAKE SUCH OTHER ACTIONS AS MAY BE NECESSARY OR APPROPRIATE TO EFFECT SUCH FIRST
PRIORITY PLEDGE.
2.2.3
IN THE EVENT THAT THE COMPANY SHOULD EFFECT A REDUCTION OF ITS
CAPITAL OTHERWISE THAN DUE TO LOSSES, THE PLEDGOR UNDERTAKES TO REFRAIN FROM