Common use of Debentures Clause in Contracts

Debentures. Borrower undertakes to create, in favor of Bank, 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), and a first ranking fixed charge over its registered and unissued share capital, its goodwill, Intellectual Property, equipment and other fixed assets and any tax benefits to which it may be entitled, in accordance with debentures of floating charge and fixed charge in the forms of Debenture attached as Exhibit D-1 and Exhibit 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 within twenty (20) days of the end of each 6 months period, , and more often if requested at the 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, and (iv) Borrower’s Equipment, all in accordance with a debenture of fixed charge in the form of the Debenture attached hereto as Exhibit D-2) (or in the form of an amendment to the existing ISR Debenture, at the Bank’s discretion; each such new and/or amended debenture 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. Exhibits 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, in favor of Bank, a first ranking fixed charge over all of its 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 UK Debenture attached as Exhibit D-3 (as amended, modified or restated from time to time, the “UK Debenture”).

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), and (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 benefits to which benefit it may be entitledhave, in accordance with a debentures of floating charge and fixed charge in the forms of Debenture attached as Exhibit D-1 E and Exhibit D-2 respectively 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 6 months period, calendar year, and more often if requested at the good faith business judgment 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 D-2E-1) (or in the form of an amendment to the existing ISR Debenture, at the Bank’s discretiondiscretion 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. Exhibits D-4 through D-10 attached hereto detail the Customers ListIn addition, 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, in favor of upon Bank’s written request to be made at Bank's sole discretion, a first ranking fixed charge over all its equity holdings in the shares of each of its present and future assetsSubsidiaries, whether now existing or hereafter created (including without limitation to the generality constituting Subsidiaries as of the foregoing over its Accounts, Equipment and Intellectual Property) and a first floating charge over all Effective Date or thereafter becoming Subsidiaries of its property, undertaking and assets (howsoever described) as detailed in the UK Debenture attached as Exhibit D-3 (as amended, modified or restated from time to time, the “UK Debenture”)Borrower.

Debentures. Borrower undertakes to create, in favor of Bank, 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), 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 benefits to which benefit it may be entitledhave, in accordance with a debentures of floating charge and fixed charge in the forms of Debenture attached as Exhibit D-1 B-1 and Exhibit D-2 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 within twenty (20) days of the end of each 6 months period, financial quarter, and more often if requested at the good faith business judgment 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 D-2B-2) (or in the form of an amendment to the existing ISR Debenture, at the Bank’s discretion; each such new and/or amended debenture 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. Exhibits D-4 through D-10 attached hereto detail the Customers ListIn addition, 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, in favor of upon Bank’s written request to be made at Bank’s sole discretion, a first ranking fixed charge over all its equity holdings in the shares of each of its present and future assetsSubsidiaries, whether now existing or hereafter created (including without limitation to the generality constituting Subsidiaries as of the foregoing over its Accounts, Equipment and Intellectual Property) and a first floating charge over all Effective Date or thereafter becoming Subsidiaries of its property, undertaking and assets (howsoever described) as detailed in the UK Debenture attached as Exhibit D-3 (as amended, modified or restated from time to time, the “UK Debenture”)Borrower.

Debentures. Borrower undertakes to create, in favor of BankCollateral Agent, 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, other than Intellectual Property), and a first ranking fixed charge over its ▇▇▇▇▇ ▇▇▇▇▇▇’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 benefits to which benefit it may be entitledhave, in accordance with debentures a debenture of floating charge and fixed charge in the forms form of Debenture debenture attached as Exhibit D-1 D and Exhibit D-2 D-1 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 within twenty (20) days of the end of each 6 months period, financial quarter, and more often if requested at the good faith business judgment 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 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, 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 D-2D-1) (or in the form of an amendment to the existing ISR Debenture, at the BankCollateral Agent’s discretion; each such new and/or amended debenture 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. Exhibits D-4 through D-10 attached hereto detail In addition to and without limiting the Customers Listforegoing, Pledged Accountsall Obligations shall also be secured by (a) any and all properties, Copyrightsrights and assets of ▇▇▇▇▇ ▇▇▇▇▇▇ granted by ▇▇▇▇▇ ▇▇▇▇▇▇ to Collateral Agent now, Patents, Trademarks, Mask Works and Equipment List, as such terms are defined under or in the fixed charge ISR Debenture. UK Borrower undertakes to createfuture, in favor of Bankwhich ▇▇▇▇▇ ▇▇▇▇▇▇ obtains an interest, a first ranking fixed charge over all of its present and future assetsor the power to transfer rights in, whether now existing or hereafter created (including including, without limitation to limitation, 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) Charged Property as detailed set forth in the UK Debenture attached as Exhibit D-3 Debentures, and (as amendedb) any and all security agreements, modified mortgages or restated from time other collateral agreements granted by ▇▇▇▇▇ ▇▇▇▇▇▇ to timeCollateral Agent, now or in the “UK Debenture”)future.

Debentures. ISR Borrower undertakes to create, in favor of BankAgent, 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 limitation, Intellectual Property)created, 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 benefits to which benefit it may be entitledhave, in accordance with debentures a debenture of floating charge and fixed charge in the forms form of Debenture debenture attached as Exhibit D-1 D and Exhibit D-2 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 within twenty (20) days of the end of each 6 months period, calendar year, and more often if requested at the good faith business judgment 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, 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 D-2D-1) (or in the form of an amendment to the existing ISR Debenture, at the BankAgent’s discretion; each such new and/or amended debenture 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. Exhibits D-4 through D-10 attached hereto detail In addition to and without limiting the Customers Listforegoing, Pledged Accountsall Obligations shall also be secured by (a) any and all properties, Copyrightsrights and assets of ISR Borrower granted by ISR Borrower to Agent now, Patents, Trademarks, Mask Works and Equipment List, as such terms are defined under or in the fixed charge ISR Debenture. UK Borrower undertakes to createfuture, in favor of Bankwhich ISR Borrower obtains an interest, a first ranking fixed charge over all of its present and future assetsor the power to transfer rights in, whether now existing or hereafter created (including including, without limitation to limitation, 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) Charged Property as detailed set forth in the UK Debenture attached as Exhibit D-3 Debentures, and (as amendedb) any and all security agreements, modified mortgages or restated from time other collateral agreements granted by ISR Borrower to timeAgent, now or in the “UK Debenture”)future.