French Security. Each Lender, on behalf of itself and its Affiliates, hereby appoints the Agent to register, perform and enforce any security interest (sûreté réelle) granted by Actuant International Holdings, Inc., a Delaware corporation, or any other Loan Party under the laws of the Republic of France in order to secure the performance and payment of the Secured Obligations.
French Security. The Security Trustee is hereby appointed as agent (mandataire) of each of the Issuer, the Guarantors and the Holders pursuant to Article 1984 et seq. of the French Code Civil, to represent and act on behalf of each of the Issuer, the Guarantors and the Holders in relation to any actions required or advisable in connection with the entry into, performance, management and foreclosure of, and in respect of any dispute arising from or in connection with, any security interest created pursuant to any Security Document governed by French law.
French Security. Without limiting the generality of the foregoing provisions of this Article VII or any other provision hereof, the appointment of the Security Trustee shall include the appointment of the Security Trustee as the security agent (agent des sûretés) of the Secured Parties for the purposes, inter alia, of receiving, administering and enforcing, each solely in accordance with the express terms of the Related Documents to which it is a party, any security granted over shares or assets located in France and/or any rights or claims governed by French law (collectively, “French Security”), in the Security Trustee’s own name for the benefit of such Secured Parties, as creditors of the Secured Obligations, in accordance with articles 2488-6 to 2488-12 of the French Civil Code (Code civil), and that accordingly the Security Trustee shall, in such capacity, enjoy the rights and prerogatives of an agent des sûretés in respect thereto. Each of the foregoing provisions of this Article VII and the provisions of Article VIII hereof shall apply with respect to such appointment of the Security Trustee as agent des sûretés and are repeated mutatis mutandis in this Section 7.08 with respect to its appointment as agent des sûretés, and each of the parties hereto acknowledge and agree that in accordance with such appointment as agent des sûretés:
(a) the agent des sûretés, will, in such capacity, be the direct title holder (titulaire) of any French Security and the direct beneficiary of such French Security;
(b) the rights and assets acquired by the agent des sûretés in carrying out its functions in such capacity will constitute separate property (patrimoine affecté) allocated thereto, distinct from its own property (patrimoine propre); [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
(c) the foregoing provisions of this Article VII and the provisions of Article VIII hereof set forth the capacity in which the agent des sûretés has been so appointed, the purpose and the term of such appointment and the scope of its power in connection with such appointment for the purposes of Article 2488-7 of the French Civil Code; and
(d) the agent des sûretés shall be entitled, without being required to p...
French Security. (a) Without prejudice to the generality of Section 12.01 above and only to the extent necessary, each Secured Party (i) appoints the Administrative Agent to act as agent (mandataire) pursuant to Article 1984 of the French Civil Code (Code civil) for the purpose of executing any Security Documents expressed to be or construed to be governed by French law (together, the "French Security Documents") in its name, (ii) confirms its approval of the French Security Documents creating or expressed to create a security interest benefiting to it and any security interest created or to be created pursuant thereto and, (iii) irrevocably authorises, empowers and directs the Administrative Agent (by itself or by such person(s) as it may nominate) on its behalf, to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the French Security Documents, to take any action and exercise any right, power, authorities and discretion upon the terms and conditions set out in this Agreement under or in connection with the French Security Documents, in each case together with any other rights, powers and discretions which are incidental thereto, to give a good discharge for any moneys payable under the French Security Documents and to release any security interest created under the French Security Documents, it being understood that each Secured Party (other than the Administrative Agent) shall issue special powers of attorneys in all cases where the exercise of powers granted under this Agreement requires the issuance of any such special powers of attorney, and the Administrative Agent accepts such appointment.
(b) It is expressly agreed amongst the parties to this Agreement that the security interest created pursuant to the Security Documents subject to French law shall be reserved (réservés) for the benefit of any new Lenders or new Secured Parties in accordance with the terms of article 1278 of the French Civil Code (Code civil) in case of any novation, assignment or transfer under Section 13. For the purposes of articles 1278 et seq. of the French Civil Code (Code civil), each existing Lender expressly reserves such security interest to the benefit of each new Lender and the obligations of each Obligor under the above mentioned security interest under the French law governed Security Documents will continue in full force and effect for the benefit of the new Lenders following any novation, assignme...
French Security. The Security Trustee is hereby appointed as agent (mandataire) of the Secured Parties pursuant to Article 1984 et seq. of the French Code Civil, to represent and act on behalf of each Secured Party in relation to any actions required or advisable in connection with the entry into, performance, management and foreclosure of, and in respect of any dispute arising from or in connection with, any French Security Interest created pursuant to any French Security Document, pursuant and subject to the provisions of Clauses 17.7 (No independent power) to 17.23 (Winding up of trust) (inclusive), which shall apply mutatis mutandis for the purposes of the Security Trustee acting as agent (mandataire) of the Secured Parties pursuant to Article 1984 et seq. of the French Code Civil.
French Security. Within 5 Business Days of the Closing Date:
(A) an amendment to the bank account pledge so as to correct the bank account details;
(B) evidence that the certificate of pledge (attestation xx xxxx) referred to in paragraph 5.4(c) of Part I of Schedule 2 has been duly signed by the by the bank account holder; and
(C) evidence that the certificate of bank account pledge referred to in paragraph 5.4(d) of Part I of Schedule 2 has been duly signed by the bank account holder(s).
French Security. 37 Section 7.09
French Security. In relation to the French Security, (A) a certified copy of the account holder’s shareholder register (compte d’actionnaire) and (B) a certified copy of the shares transfer register (registre de mouvements de titres) of Checkpoint Systems France S.A.S. recording the French Security.
French Security. Prior to any payment of any amount in respect of the financial securities pledged under the French Security including, without limitation, any dividends, interest or other cash distributions, Checkpoint Holland Holding B.V. will open a special bank account with the cash account holder where all the amounts payable in respect of such financial securities pledged under the French Security will be transferred.
French Security. A copy of this Certificate shall be notified to each Borrower incorporated in France through a French huissier and the New Lender shall benefit from all of the Existing Lender's rights under the Security Documents.]
