ELEMENT AND INDUSTRIAL, INTELLECTUAL, LITERARY AND
ARTISTIC RIGHTS ATTACHED TO THE GOING CONCERN, INCLUDING THE SOFTWARE AND ANY
RIGHTS GRANTED TO THE PLEDGOR PURSUANT TO SOFTWARE LICENSES AND AGREEMENTS AND
MAINTENANCE AGREEMENTS AND WHICH RELATE TO ITS ACTIVITY;
(D)
LESSEE RIGHTS TO LEASED REAL ESTATE (DROIT AU BAIL), AS THE CASE MAY BE,
RELATING TO THE PREMISES IN WHICH THE GOING CONCERN IS OPERATED;
(E)
SOFTWARE AND MAINTENANCE AGREEMENTS RELATING TO THE ACTIVITY OF THE PLEDGOR; AND
(F)
ALL THE ELEMENTS WHICH MAY SUBSEQUENTLY BE CREATED AND WHICH ARE TO BE INCLUDED
IN THE SCOPE OF THE PLEDGE PURSUANT TO CLAUSE 6.4 OF THE PRESENT AGREEMENT.
3.3
IN ADDITION, THE SCOPE OF THE PLEDGE OVER THE GOING CONCERN
SHALL AUTOMATICALLY EXTEND, TO THE EXTENT PERMITTED BY LAW, TO THE FOLLOWING
ELEMENTS:
3
(A)
FURNITURE, MATERIAL AND EQUIPMENT WHICH MAY BE CREATED OR ACQUIRED BY THE
PLEDGOR, INCLUDING ADDITIONAL FURNITURE, MATERIAL AND EQUIPMENT THAT SHALL
REPLACE, IMPROVE OR PERFECT THE EXISTING FURNITURE, MATERIAL AND EQUIPMENT OF
THE GOING CONCERN PLEDGED;
(B)
AS THE CASE MAY BE, ANY INSURANCE OR EVICTION INDEMNITIES AND EXPROPRIATION OR
ANY OTHER COMPENSATION WHICH WOULD BE PAID TO THE PLEDGOR IN CONNECTION WITH ANY
OF THE ELEMENTS OF THE GOING CONCERN;
(C)
AS THE CASE MAY BE, ANY LEASING RIGHTS INCLUDING ANY RENEWAL OR EXTENSION OF
SUCH LEASING RIGHTS WITH RESPECT TO THE PREMISES IN WHICH THE GOING CONCERN IS
OPERATED OR WITH RESPECT TO ANY BRANCH OR SECONDARY ESTABLISHMENT OF THE PLEDGOR
WHETHER EXISTING, CREATED OR TO BE ACQUIRED SUBSEQUENTLY BY THE PLEDGOR;
(D)
AS THE CASE MAY BE, COMMERCIAL NAMES, TRADE MARKS AND TRADE NAMES, COPYRIGHTS,
LOGOS, INDUSTRIAL DESIGNS AND MODELS AND, MORE GENERALLY, ANY INTANGIBLE ASSETS
AND RIGHTS RELATING TO INDUSTRIAL AND INTELLECTUAL RIGHTS WHICH MAY BE CREATED,
ACQUIRED BY THE PLEDGOR, AS WELL AS ALL LICENSES OR SUB-LICENCES, RELATING TO
ANY OF THESE INTANGIBLE ASSETS;
(E)
AS THE CASE MAY BE, FRENCH OR FOREIGN PATENTS OR ANY MANUFACTURING PROCESS OR
KNOW-HOW WHICH MAY BE CREATED OR ACQUIRED BY THE PLEDGOR, INCLUDING ALL LICENSES
OR SUB-LICENSES RELATING THERETO; AND
(F)
AS THE CASE MAY BE, ALL THE ELEMENTS MENTIONED ABOVE WHICH MAY BE HELD (IN ITS
CAPACITY WHATSOEVER) BY ANY SECONDARY ESTABLISHMENT OF THE PLEDGOR WHICH HAS
BEEN SUBSEQUENTLY CREATED.
4
REGISTRATION, FEES AND EXPENSES
4.1
TAX REGISTRATION AND REGISTRATION AT COMMERCIAL COURT
4.1.1
THIS AGREEMENT WILL BE REGISTERED BY THE ADMINISTRATIVE AGENT WITH THE RELEVANT
TAX AUTHORITIES. IN ADDITION, THE PLEDGE OF GOING CONCERN WILL BE REGISTERED BY
THE ADMINISTRATIVE AGENT WITH THE CLERK'S OFFICE OF THE COMMERCIAL COURT OF
DREUX WITHIN FIFTEEN (15) DAYS FROM THE DATE HEREOF.
4.1.2
IN THIS RESPECT, ALL POWERS ARE VESTED IN THE BEARER OF AN ORIGINAL COPY OF THIS
AGREEMENT.
4.2
FEES AND EXPENSES OF REGISTRATION, RECORDING AND RELEASE
ALL TAXES, IMPOSTS, DUTIES OR PENALTIES, PRESENT OR FUTURE, OF ANY MANNER
WHATSOEVER, AND ANY REASONABLE COSTS INCURRED BY THE ADMINISTRATIVE AGENT IN
CONNECTION WITH THIS AGREEMENT, INCLUDING ANY REASONABLE FEES AND EXPENSES OF
COUNSEL, RELATING