Debenture. The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee. CONTENTS Clause Page 1. Definitions and Interpretation 1 2. Payment of Secured Liabilities 5 3. Fixed Charges, Assignments and Floating Charge 6 4. Crystallisation of Floating Charge 7 5. Perfection of Lien 8 6. Further Assurance 10 7. Negative Pledge and Disposals 11 8. Shares and Investments 12 9. Accounts 13 10. Monetary Claims 14 11. Insurances 15 12. Undertakings 16 13. Enforcement of Lien 17 14. Extension and Variation of the Law of Property Act 1925 18 15. Appointment of Receiver or Administrator 18 16. Powers of Receiver 19 17. Application of Monies 20 18. Protection of purchasers 20 19. Power of Attorney 20 20. Effectiveness of Lien 21 21. Release of Lien 23 22. Subsequent and Prior Lien 24 23. Assignment 24 24. Indemnity 25 25. Payments Free of Deduction 25 26. Currency Indemnity 25 27. Discretion and Delegation 26 28. Perpetuity Period 26 29. Governing Law 26 30. Jurisdiction 26 Schedule 1 Details of Accounts 28 Schedule 2 Form of Notice of Assignment of Insurance 29 Schedule 3 Form of Notice of Assignment of Account 31 THIS DEBENTURE is made by way of deed on 16 November 2010 BY
Debenture. This Debenture is in the principal amount of up to $28,000,000 and is being issued by the Company to the Holder pursuant to the surrender of the October 2001 Debenture and the obligation of Holder to pay Ten Million Dollars ($10,000,000) cash by Holder, of which $7,000,000 shall be paid to Frost Bank in satisfaction of those amounts owed by the Company in connection with the Frost Loan on the Initial Closing Date and $3,000,00 to be paid to the Company by the Holder on or before the Subsequent Closing Date. The Holder hereby agrees to receive such Debenture from the Company pursuant to the terms of this Agreement, and the Company hereby agrees to issue, convey, transfer, and assign to the Holder, the Debenture free and clear of all liens, options, claims, and encumbrances of any kind or character whatsoever, except for applicable transfer restrictions required by federal and state securities laws. The Debenture may have such notations or legends as are required by applicable law. The Debenture shall be executed on behalf of the Company by its chief executive office, president or any vice president and attested to by its secretary or any assistant secretary. The Debenture shall recite upon its face the principal amount of indebtedness evidenced by the Debenture, the rate at which interest is payable on the Debenture, and the terms of repayment.
Debenture. The term "Debenture" shall mean the Debenture issued by the Company and concurrently herewith being acquired by the Holder, in the forms set forth on Exhibits 1.04(a) and (b) attached hereto, as originally executed or as may from time to time be supplemented or amended pursuant to its provisions or the provisions hereof. If the Holder purchases or otherwise becomes the owner of more than one Debenture, the term "Debentures" shall include all of the Debentures owned by the Holder taken as a whole. The term "Debentures" shall mean all of the Debentures issued by the Company and governed by this Agreement and other Debenture Agreements of like tenor.
Debenture. Notwithstanding the foregoing description of the obligations secured by the pledge of each Series A No. 5 Debenture and each Series B No. 3 Debenture, (i) the pledge of each Series A No. 5 Debenture shall only secure those obligations to the extent that (taking into account other obligations that must be accounted for in determining whether the "Threshold Amount" as defined in and calculated in accordance with the Syndicated Credit Agreement has been exceeded) they do not exceed the Threshold Amount and (ii) the pledge of each Series B No. 3 Debenture shall only secure those obligations to the extent that they do exceed the Threshold Amount. For greater certainty, the pledge of each Series A No. 5 and Series B No. 3 Debenture shall continue to secure the Other Secured Obligations described in this paragraph notwithstanding the termination of the Syndicated Credit Agreement for any reason.
Debenture. Titan has advanced $1 million to Ansan in return for a convertible debenture (the "Debenture") of even date herewith. The Debenture is convertible at the option of Titan at any time prior to June 21, 1997 for the purchase of 333,333 shares of Ansan's Common Stock, $0.001 par value (the "Ansan Common Stock"), reflecting a conversion price of $3.00 per share.