Common use of Debentures Clause in Contracts

Debentures. Borrower undertakes to create, in favor of Bank, (i) a first ranking floating charge over all of the present and future assets of ISR Borrower whether now existing or hereafter created (including without limitation, Intellectual Property), (ii) a first ranking fixed charge over its registered and unissued share capital, its reputation and goodwill, Intellectual Property, equipment and other fixed assets and any tax benefit it may have, in accordance with a debentures of floating charge and fixed charge in the forms of Debenture attached as Exhibit E and Exhibit E-1 respectively, and (iii) a first ranking fixed charge over its equity holdings in the shares of the UK Subsidiary, in accordance with the applicable form of the Deed of Pledge attached hereto as Exhibit F (as amended, modified or restated from time to time, jointly, the “ISR Debentures” and each, an “ISR Debenture”). In addition, Borrower undertakes to create (a) within twenty (20) days of the end of each calendar year, and more often if requested at the sole and absolute discretion of Bank, a first ranking fixed charge over (i) each Account which is outstanding at such time, (ii) ISR Borrower’s rights, whether then existing or thereafter created, to receive funds from its customers, and (iii) any additional applications for registration of Intellectual Property of ISR Borrower or additional registered Intellectual Property of ISR Borrower (as described in Section 6.10 below) and any additional unregistered Intellectual Property developed by ISR Borrower, if any, and (iv) Borrower’s Equipment, all in accordance with a debenture of fixed charge in the form of the Debenture attached hereto as Exhibit E-1) (or in the form of an amendment to the existing ISR Debenture, at the Bank’s discretion as agreed by Borrower; (each such new and/or amended debenture and/or deed of pledge shall also be included in the definition of the term “ISR Debenture” herein). Borrower warrants and represents that the charges of the ISR Debentures, upon the filing thereof, shall be first priority fixed and floating charges (as provided therein) in the Collateral. In addition, Borrower undertakes to create, upon Bank’s written request to be made at Bank's sole discretion, a first ranking fixed charge over its equity holdings in the shares of each of its Subsidiaries, whether constituting Subsidiaries as of the Effective Date or thereafter becoming Subsidiaries of Borrower.

Debentures. Borrower undertakes to create, in favor of Bank, (i) a first ranking floating charge over all of the present and future assets of ISR Borrower whether now existing or hereafter created (including without limitation, limitation Intellectual Property), (ii) and a first ranking fixed charge over its registered and unissued share capital, its reputation and goodwill, Intellectual Property, equipment and other fixed assets and any tax benefit it may have, in accordance with a debentures of floating charge and fixed charge in the forms of Debenture attached as Exhibit E B-1 and Exhibit E-1 respectively, and (iii) a first ranking fixed charge over its equity holdings in the shares of the UK Subsidiary, in accordance with the applicable form of the Deed of Pledge attached hereto as Exhibit F B-2 respectively (as amended, modified or restated from time to time, jointly, the “ISR Debentures” and each, an “ISR Debenture”). In addition, Borrower undertakes to create (a) within twenty (20) days of the end of each calendar yearfinancial quarter, and more often if requested at the sole and absolute discretion of Bank, a first ranking fixed charge over (i) each Account which is outstanding at such timetime and with respect of which Advances are or have been made, (ii) ISR Borrower’s rights, whether then existing or thereafter created, to receive funds from its customers, and (iii) any additional applications for registration of Intellectual Property of ISR Borrower or additional registered Intellectual Property of ISR Borrower (as described in Section 6.10 below) and any additional unregistered Intellectual Property developed by ISR Borrower, if any, and, and (iv) Borrower’s Equipment, all in accordance with a debenture of fixed charge in the form of the Debenture attached hereto as Exhibit E-1B-2) (or in the form of an amendment to the existing ISR Debenture, at the Bank’s discretion as agreed by Borrowerdiscretion; (each such new and/or amended debenture and/or deed of pledge shall also be included in the definition of the term “ISR Debenture” herein). Borrower warrants and represents that the charges of the ISR Debentures, upon the filing thereof, shall be first priority fixed and floating charges (as provided therein) in the Collateral. In addition, Borrower undertakes to create, upon Bank’s written request to be made at Bank's ’s sole discretion, a first ranking fixed charge over its equity holdings in the shares of each of its Subsidiaries, whether constituting Subsidiaries as of the Effective Date or thereafter becoming Subsidiaries of Borrower.

Debentures. Borrower undertakes to create, in favor of BankCollateral Agent, (i) a first ranking floating charge over all of the present and future assets of ISR Borrower 00Xxx Xxxxxx whether now existing or hereafter created (including without limitation, other than Intellectual Property), (ii) and a first ranking fixed charge over its 00Xxx Xxxxxx’s registered and unissued share capital, its reputation and goodwill, Intellectual PropertyAccounts, equipment its rights to receive funds from its customers and other fixed assets and any tax benefit it may have, in accordance with a debentures debenture of floating charge and fixed charge in the forms form of Debenture debenture attached as Exhibit E D and Exhibit E-1 respectively, and (iii) a first ranking fixed charge over its equity holdings in the shares of the UK Subsidiary, in accordance with the applicable form of the Deed of Pledge attached hereto as Exhibit F D-1 respectively (as amended, modified or restated from time to time, jointly, the “ISR Debentures” and each, an “ISR Debenture”). In addition, Borrower 00Xxx Xxxxxx undertakes to create (a) within twenty (20) days of the end of each calendar yearfinancial quarter, and more often if requested at the sole and absolute discretion of BankCollateral Agent, a first ranking fixed charge over (i) each Account which is outstanding at such time, and with respect of which Advances are or have been made, (ii) ISR Borrower00Xxx Xxxxxx’s rights, whether then existing or thereafter created, to receive funds from its customers, customers and (iii) any additional applications for registration of Intellectual Property of ISR Borrower or additional registered Intellectual Property of ISR Borrower (as described in Section 6.10 below) and any additional unregistered Intellectual Property developed by ISR Borrower, if any, and (iv) Borrower00Xxx Xxxxxx’s Equipment, all in accordance with a debenture of fixed charge in the form of the Debenture debenture attached hereto as Exhibit E-1D-1) (or in the form of an amendment to the existing ISR Debenture, at the BankCollateral Agent’s discretion as agreed by Borrowerdiscretion; (each such new and/or amended debenture and/or deed of pledge shall also be included in the definition of the term “ISR Debenture” herein). Borrower warrants and represents that the charges of the ISR Debentures, upon the filing thereof, shall be first priority fixed and floating charges (as provided therein) in the Collateral. In additionaddition to and without limiting the foregoing, Borrower undertakes all Obligations shall also be secured by (a) any and all properties, rights and assets of 00Xxx Xxxxxx granted by 00Xxx Xxxxxx to createCollateral Agent now, upon Bank’s written request to be made at Bank's sole discretion, a first ranking fixed charge over its equity holdings or in the shares of each of its Subsidiariesfuture, whether constituting Subsidiaries in which 00Xxx Xxxxxx obtains an interest, or the power to transfer rights in, including, without limitation, the Charged Property as of set forth in the Effective Date Debentures, and (b) any and all security agreements, mortgages or thereafter becoming Subsidiaries of Borrowerother collateral agreements granted by 00Xxx Xxxxxx to Collateral Agent, now or in the future.

Debentures. Borrower undertakes to create, in favor of Bank, (i) a first ranking floating charge over all of the present and future assets of ISR Borrower whether now existing or hereafter created (including without limitation, Intellectual Property), (ii) and a first ranking fixed charge over its registered and unissued share capital, its reputation SimilarWeb – Loan and Security Agreement goodwill, Intellectual Property, equipment and other fixed assets and any tax benefit benefits to which it may havebe entitled, in accordance with a debentures of floating charge and fixed charge in the forms of Debenture attached as Exhibit E D-1 and Exhibit E-1 respectively, and (iii) a first ranking fixed charge over its equity holdings in the shares of the UK Subsidiary, in accordance with the applicable form of the Deed of Pledge attached hereto as Exhibit F D-2 respectively (as amended, modified or restated from time to time, jointly, the “ISR Debentures” and each, an “ISR Debenture”). In addition, Borrower undertakes to create (a) within twenty (20) days of the end of each calendar year6 months period, , and more often if requested at the sole and absolute discretion good faith business judgment of Bank, a first ranking fixed charge over (i) each Account which is outstanding at such time, (ii) ISR Borrower’s rights, whether then existing or thereafter created, to receive funds from its customers, and (iii) any additional applications for registration of Intellectual Property of ISR Borrower or additional registered Intellectual Property of ISR Borrower (as described in Section 6.10 below) and any additional unregistered Intellectual Property developed by ISR Borrower, if any, and (iv) Borrower’s Equipment, all in accordance with a debenture of fixed charge in the form of the Debenture attached hereto as Exhibit E-1D-2) (or in the form of an amendment to the existing ISR Debenture, at the Bank’s discretion as agreed by Borrowerdiscretion; (each such new and/or amended debenture and/or deed of pledge shall also be included in the definition of the term “ISR Debenture” herein). Borrower warrants and represents that the charges of the ISR Debentures, upon the filing thereof, shall be first priority fixed and floating charges (as provided therein) in the Collateral. In additionExhibits D-4 through D-10 attached hereto detail the Customers List, Pledged Accounts, Copyrights, Patents, Trademarks, Mask Works and Equipment List, as such terms are defined under the fixed charge ISR Debenture. UK Borrower undertakes to create, upon in favor of Bank’s written request to be made at Bank's sole discretion, a first ranking fixed charge over all of its equity holdings present and future assets, whether now existing or hereafter created (including without limitation to the generality of the foregoing over its Accounts, Equipment and Intellectual Property) and a first floating charge over all of its property, undertaking and assets (howsoever described) as detailed in the shares of each of its SubsidiariesUK Debenture attached as Exhibit D-3 (as amended, whether constituting Subsidiaries as of modified or restated from time to time, the Effective Date or thereafter becoming Subsidiaries of Borrower“UK Debenture”).

Debentures. ISR Borrower undertakes to create, in favor of BankAgent, (i) for the ratable benefit of the Lenders, a first ranking floating charge over all of the present and future assets of ISR Borrower whether now existing or hereafter created (including without limitationcreated, Intellectual Property), (ii) and a first ranking fixed charge over its ISR Borrower’s registered and unissued share capital, its reputation and goodwill, Intellectual PropertyAccounts, equipment its rights to receive funds from its customers and other fixed assets and any tax benefit it may have, in accordance with a debentures debenture of floating charge and fixed charge in the forms form of Debenture debenture attached as Exhibit E D and Exhibit E-1 respectively, and (iii) a first ranking fixed charge over its equity holdings in the shares of the UK Subsidiary, in accordance with the applicable form of the Deed of Pledge attached hereto as Exhibit F D-1 respectively (as amended, modified or restated from time to time, jointly, the “ISR Debentures” and each, an a “ISR Debenture”). The initial exhibits A and B to be attached to ISR Borrower’s fixed charge Debenture are attached hereto as Exhibit D-2 and Exhibit D-3, respectively. In addition, ISR Borrower undertakes to create (a) within twenty (20) days of the end of each calendar year, and more often if requested at the sole and absolute discretion of BankAgent, a first ranking fixed charge over (i) each Account which is outstanding at such time, (ii) ISR Borrower’s rights, whether then existing or thereafter created, to receive funds from its customers, customers and (iii) any additional applications for registration of Intellectual Property of ISR Borrower or additional registered Intellectual Property of ISR Borrower (as described in Section 6.10 below) and any additional unregistered Intellectual Property developed by ISR Borrower, if any, and (iv) Borrower’s Equipment, all in accordance with a debenture of fixed charge in the form of the Debenture debenture attached hereto as Exhibit E-1D-1) (or in the form of an amendment to the existing ISR Debenture, at the BankAgent’s discretion as agreed by Borrowerdiscretion; (each such new and/or amended debenture and/or deed of pledge shall also be included in the definition of the term “ISR Debenture” herein). Borrower warrants and represents that the charges of the ISR Debentures, upon the filing thereof, shall be first priority fixed and floating charges (as provided therein) in the Collateral. In additionaddition to and without limiting the foregoing, all Obligations shall also be secured by (a) any and all properties, rights and assets of ISR Borrower undertakes granted by ISR Borrower to createAgent now, upon Bank’s written request to be made at Bank's sole discretion, a first ranking fixed charge over its equity holdings or in the shares of each of its Subsidiariesfuture, whether constituting Subsidiaries in which ISR Borrower obtains an interest, or the power to transfer rights in, including, without limitation, the Charged Property as of set forth in the Effective Date Debentures, and (b) any and all security agreements, mortgages or thereafter becoming Subsidiaries of Borrowerother collateral agreements granted by ISR Borrower to Agent, now or in the future.