Common use of Fixed Charges Clause in Contracts

Fixed Charges. The Chargor, as continuing security for the payment, discharge and performance of all the Secured Obligations, hereby charges and agrees to charge in favour of the Security Trustee with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇: (a) by way of first fixed charge: (i) all of the Chargor’s present and future book and other debts, and all other moneys due and owing to the Chargor or which may become due and owing to it at any time in the future and the benefit of all rights, securities and guarantees of any nature whatsoever now or at any time enjoyed or held by it in relation to any of the foregoing including, in each case, the proceeds of the same, all liens, reservations of title, rights of tracing and other rights enabling the Chargor to enforce such debts provided that without prejudice to any other provision of this Clause 3 (including paragraph (a)(ii) hereof) such proceeds shall be released automatically from the fixed charge effected by this paragraph (i) upon these proceeds being credited to any Realisations Account; (ii) all moneys (including interest) from time to time standing to the credit of each of the Chargor’s present and future accounts (including each Security Account) with any bank, financial institution or other person in any jurisdiction and all rights in relation thereto and the debts represented thereby provided that without prejudice to any other provision of this Clause 3, any monies paid out of such accounts without breaching the terms of any Loan Document and not paid into another such account in the name of the Chargor shall be released from the fixed charge hereby effected upon the proceeds so being paid out; (iii) its present and future interest in all stocks, shares, debentures, notes, bonds, warrants, coupons or other securities and investments now or in the future owned by the Chargor from time to time together with all Related Rights accruing thereto not charged pursuant to Clause 3.3 (Charge on Shares) (the “Security Collateral”); (iv) to the extent not effectively assigned under Clause 4.1 (Assignments) all rights, interests and benefits to and in respect of the Insurances and all claims (and proceeds thereof) and returns of premiums in respect thereof to which the Chargor is now or may at any future time become entitled; (v) (to the extent that the same do not fall within any other sub-paragraph of this paragraph (a) and are not effectively assigned under Clause 4.1 (Assignments)) all of the Company’s rights and benefits under all Material Contracts; (vi) any beneficial interest, claim or entitlement of the Chargor to any assets in any pension fund; (vii) the Chargor’s present and future goodwill (including all brand names not otherwise subject to a fixed charge under this Debenture); (viii) the benefit of all present and future licences, consents and authorisations (statutory or otherwise) held in connection with the Chargor’s business or the use of any of the Charged Assets other than those directly relating to the First Mortgage Collateral and the right to recover and receive all compensation which may at any time become payable to it in respect thereof; (ix) the Chargor’s present and future uncalled capital; and (x) all the Chargor’s present and future Intellectual Property Rights (including the Intellectual Property Rights, if any, specified in Part I of Schedule 1 (Intellectual Property Rights)), subject to any necessary third party’s consent to such charge being obtained. To the extent that any such Intellectual Property Rights are not capable of being charged (whether by reason of lack of any such consent as aforesaid or otherwise) and, if the same is required, pending the grant of any such consent as aforesaid or otherwise the charge thereof purported to be effected by this sub-paragraph (xi) shall operate as an assignment of any and all damages, compensation, remuneration, profit, rent or income which the Chargor may derive therefrom or be awarded or entitled to in respect thereof, as continuing security for the payment, discharge and performance of the Secured Obligations.

Fixed Charges. The ChargorConsolidated Net Income - For any period, as continuing security for the payment, discharge and performance of all the Secured Obligations, hereby charges and agrees to charge in favour consolidated net income (or deficit) of the Security Trustee with full title guarantee Borrower and the Subsidiary Guarantors after deducting, without duplication, all operating expenses, provisions for all taxes and reserves (including reserves for deferred income taxes) and all other proper deductions, all determined in accordance with the Law GAAP and after deducting portions of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇: (a) by way of first fixed charge: income properly attributable to outstanding minority interests, if any, in Subsidiary Guarantors; provided, however, that there shall be excluded (i) all any income (or deficit) of the Chargor’s present and future book and other debts, and all other moneys due and owing any Person accrued prior to the Chargor date it becomes a Subsidiary Guarantor or which may become due and owing to it at any time in merges into or consolidates with the future and the benefit of all rights, securities and guarantees of any nature whatsoever now Borrower or at any time enjoyed or held by it in relation to any of the foregoing including, in each case, the proceeds of the same, all liens, reservations of title, rights of tracing and other rights enabling the Chargor to enforce such debts provided that without prejudice to any other provision of this Clause 3 (including paragraph (a)(ii) hereof) such proceeds shall be released automatically from the fixed charge effected by this paragraph (i) upon these proceeds being credited to any Realisations Account; a Subsidiary Guarantor; (ii) all moneys the income (including interestor deficit) from time to time standing to the credit of each of the Chargor’s present and future accounts (including each Security Account) with any bank, financial institution or other person in any jurisdiction and all rights in relation thereto and the debts represented thereby provided that without prejudice to any other provision of this Clause 3, any monies paid out of such accounts without breaching the terms of any Loan Document and not paid into another Person (other than a Subsidiary Guarantor) in which the Borrower or any Subsidiary Guarantor has any ownership interest (except that any such account income actually received by the Borrower or such Subsidiary Guarantor in the name form of the Chargor cash dividends shall be released from the fixed charge hereby effected upon the proceeds so being paid out; included without limitation); (iii) its present and future interest in all stocksany gains or losses, shares, debentures, notes, bonds, warrants, coupons or other securities and investments now or income, properly classified as extraordinary in the future owned by the Chargor from time to time together accordance with all Related Rights accruing thereto not charged pursuant to Clause 3.3 (Charge on Shares) (the “Security Collateral”); GAAP; (iv) any gains or losses, or other income, characterized as non-recurring in the financial statements delivered pursuant to the extent not effectively assigned under Clause 4.1 (Assignments) all rights, interests and benefits to and in respect of the Insurances and all claims (and proceeds thereof) and returns of premiums in respect thereof to which the Chargor is now or may at any future time become entitled; Section 6.1; (v) any gain or loss resulting from the sale of fixed or capital assets other than in the ordinary course of business; (vi) any portion of the net income of a Subsidiary Guarantor which for any reason (other than solely as a result of any restrictions contained in Section 6.12 of this Agreement) cannot be distributed as a cash dividend; (vii) any gain or loss resulting from the sale or other disposition of any Investment; (viii) any gains resulting from the reappraisal, revaluation or write-up of assets and any gains or losses resulting from the reappraisal, revaluation or write-up of the Borrower's original $70,000,000 Investment in CareInsite, Inc.; (ix) proceeds of any life insurance policy; (x) any gain or loss resulting from the acquisition of any securities of the Borrower or any Subsidiary Guarantor; and (xi) any reversal of any reserve, except to the extent that provision for such reserve shall have been made from income arising during the same do not fall within fiscal period in which such reversal occurs. Fixed Charges - For any other sub-paragraph period, the sum of this paragraph (ai) and are not effectively assigned under Clause 4.1 (Assignments)) all of the Company’s rights and benefits under all Material Contracts; (vi) any beneficial interest, claim or entitlement of the Chargor to any assets in any pension fund; (vii) the Chargor’s present and future goodwill (including all brand names not otherwise subject to a fixed charge under this Debenture); (viii) the benefit of all present and future licences, consents and authorisations (statutory or otherwise) held in connection with the Chargor’s business or the use of any of the Charged Assets other than those directly relating to the First Mortgage Collateral and the right to recover and receive all compensation which may at any time become payable to it in respect thereof; (ix) the Chargor’s present and future uncalled capital; and (x) all the Chargor’s present and future Intellectual Property Rights interest expense (including the Intellectual Property Rights, if any, specified in Part I interest component of Schedule 1 (Intellectual Property Rights)Rentals under Capitalized Leases), subject to any necessary third party’s consent to such charge being obtained. To the extent that any such Intellectual Property Rights are not capable amortization of being charged (whether by reason of lack of any such consent as aforesaid or otherwise) and, if the same is required, pending the grant of any such consent as aforesaid or otherwise the charge thereof purported to be effected by this sub-paragraph (xi) shall operate as an assignment of any debt discount and all damages, compensation, remuneration, profit, rent or income which the Chargor may derive therefrom or be awarded or entitled to in respect thereof, as continuing security for the payment, discharge and performance expense on Indebtedness of the Secured ObligationsBorrower and the Subsidiary Guarantors during such period and (ii) Rentals under all leases other than Capitalized Leases of the Borrower and the Subsidiary Guarantors, determined on a consolidated basis in accordance with GAAP.

Fixed Charges. The ChargorSubject to the Existing Security Agreements and Clause 10 (Exceptions to the Security), as continuing security for the paymenteach Obligor hereby mortgages, discharge charges and performance of all the Secured Obligations, hereby charges pledges and agrees to mortgage, charge in favour and pledge to the Borrower Security Trustee as trustee for the benefit of itself and each of the Security Trustee with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇Borrower Secured Creditors: (a) 5.1.1 by way of first fixed charge:charge (which so far as it relates to land in England and Wales under sub-Clause 5.1.1(a) (Fixed charges) shall be a charge by way of first ranking legal mortgage): (ia) the Mortgaged Property except for any Excluded Charged Property for such time as it is Excluded Charged Property; (b) all of its present and future estates or interests in any freehold or leasehold property (other than that mortgaged under sub-Clause 5.1.1(a) (Fixed charges) above) and any rights under any licence or other agreement or document which gives such Obligor a right to occupy or use such property except for any Excluded Charged Property for such time as it is Excluded Charged Property, wheresoever such property is situated now or hereafter belonging to it together with all buildings and Fixtures thereon, the Chargor’s proceeds of sale of all or any part thereof and the benefit of any covenants for title given or entered into by any predecessor in title, any moneys paid or payable in respect of such covenants and all rights, powers, benefits, claims, contracts, warranties, remedies, security guarantees, indemnities and undertakings in respect of such property; (c) all plant, machinery, office equipment, computers, vehicles and other chattels now or in the future owned by it and its interest in any plant, machinery, computers, office equipment, vehicles or other chattels in its possession other than any for the time being forming part of such Obligor's stock in trade or work in progress; (d) all moneys (including interest) from time to time standing to the credit of each of its present and future accounts with any bank, financial institution or other person and the debts represented thereby; (e) (to the extent not effectively assigned under Clause 5.3 (Assignments)) all its present and future rights, title and interest in and to the Assignable Insurances; (f) all of its present and future book and other debts, and all other moneys due and owing to the Chargor it or which may become due and owing to it at any time in the future and the benefit of all rights, securities and guarantees of any nature whatsoever now or at any time enjoyed or held by it in relation to any of the foregoing including, including in each case, case the proceeds of the same, all liens, reservations of title, rights of tracing and other rights enabling the Chargor to enforce such debts provided that without prejudice to any other provision of this Clause 3 (including paragraph (a)(ii) hereof) such proceeds shall be released automatically from the fixed charge effected by this paragraph (i) upon these proceeds being credited to any Realisations Account; (ii) all moneys (including interest) from time to time standing to the credit of each of the Chargor’s present and future accounts (including each Security Account) with any bank, financial institution or other person in any jurisdiction and all rights in relation thereto and the debts represented thereby provided that without prejudice to any other provision of this Clause 3, any monies paid out of such accounts without breaching the terms of any Loan Document and not paid into another such account in the name of the Chargor shall be released from the fixed charge hereby effected upon the proceeds so being paid out; (iii) its present and future interest in all stocks, shares, debentures, notes, bonds, warrants, coupons or other securities and investments now or in the future owned by the Chargor from time to time together with all Related Rights accruing thereto not charged pursuant to Clause 3.3 (Charge on Shares) (the “Security Collateral”); (iv) to the extent not effectively assigned under Clause 4.1 (Assignments) all rights, interests and benefits to and in respect of the Insurances and all claims (and proceeds thereof) and returns of premiums in respect thereof to which the Chargor is now or may at any future time become entitled; (vg) (to the extent that the same do not fall within any other sub-paragraph Clause of this paragraph Clause 5.1.1 (aFixed charges) and are not effectively assigned under Clause 4.1 5.3 (Assignments)) all of the Company’s its rights and benefits under each of the Transaction Documents and any other contracts or agreements to which such Obligor is a party from time to time and/or that confer any rights upon such Obligor including all Material Contractsbills of exchange and other negotiable instruments held by it, any letters of credit issued in its favour and (subject to any necessary third party's consent to such charge being obtained) any distributorship or agreement for the licensing of Intellectual Property Rights or similar agreements entered into by it; (vih) any beneficial interest, claim or entitlement of the Chargor to any assets in any pension fundits present and future goodwill; (vii) the Chargor’s present and future goodwill (including all brand names not otherwise subject to a fixed charge under this Debenture); (viiii) the benefit of all present and future licences, permissions, consents and authorisations (statutory or otherwise) held in connection with the Chargor’s its business or the use of any of the Charged Assets other than those directly relating Property referred to the First Mortgage Collateral in sub- Clause 5.1.1(a) (Fixed charges) and the right to recover and receive all compensation which may at any time become payable to it in respect thereof, subject to any necessary third party's consent being obtained; (ixj) the Chargor’s its present and future uncalled capital and rights in relation to such uncalled capital; and; (xk) all the Chargor’s its present and future licence agreements, Intellectual Property Rights (including the any rights and interest of such Obligor in those Intellectual Property Rights, if any, specified in Part I of Schedule 1 5 (Intellectual Property Rights) and/or a schedule or appendix to the Deed of Accession by which it became party hereto (where relevant))) owned by it, subject to any necessary (as at the date of this Deed) third party’s 's consent to such charge being obtained. To ; (l) all Securities and all Related Rights accruing to all or any of the Securities now or in the future owned by such Obligor from time to time not charged pursuant to Clause 5.2 (Charges on Group Shares); and (m) (to the extent that the same do not fall within any such Intellectual Property Rights other sub-Clause of this Clause 5.1.1 (Fixed charges) and are not capable effectively assigned pursuant to Clause 5.3 (Assignments)) all of being charged (whether by reason of lack of its rights and benefits under any such consent as aforesaid or otherwise) and, if the same is required, pending the grant of any such consent as aforesaid or otherwise the charge thereof purported to be effected by this sub-paragraph (xi) shall operate as an assignment of any Authorised Investments and all damages, compensation, remuneration, profit, rent Authorised Investments now or income which in the Chargor may derive therefrom or be awarded or entitled to in respect thereof, as continuing security for the payment, discharge and performance of the Secured Obligationsfuture owned by it.

Fixed Charges. The Chargor‌ Each Chargor with full title guarantee, and as continuing security for the payment, payment and discharge and performance of all the Secured Obligations, hereby charges and agrees to charge in favour of the Security Trustee with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇Agent: (a) by way of first legal mortgage, all Real Property now belonging to it;‌ (b) to the extent not subject to a mortgage under paragraph (a) above, by way of first fixed charge, all other Real Property now belonging to it and all Real Property acquired by it in the future, other than the Excluded Property; (c) by way of first fixed charge, all its present and future right, title and interest in: (i) all of the Chargor’s present and future book and other debts, and all other moneys due and owing to the Chargor or which may become due and owing to it at any time in the future and the benefit of all rights, securities and guarantees of any nature whatsoever now or at any time enjoyed or held by it in relation to any of the foregoing including, in each case, the proceeds of the same, all liens, reservations of title, rights of tracing and other rights enabling the Chargor to enforce such debts provided that without prejudice to any other provision of this Clause 3 Investments (including paragraph (a)(ii) hereof) such proceeds shall be released automatically from the fixed charge effected by this paragraph (i) upon these proceeds being credited to any Realisations AccountShares); (ii) all moneys Accounts (including interest) from time to time standing except to the credit extent assigned under paragraph (c) of each of the Chargor’s present and future accounts Clause 4 (including each Security Account) with any bank, financial institution or other person in any jurisdiction and all rights in relation thereto and the debts represented thereby provided that without prejudice to any other provision of this Clause 3, any monies paid out of such accounts without breaching the terms of any Loan Document and not paid into another such account in the name of the Chargor shall be released from the fixed charge hereby effected upon the proceeds so being paid outAssignments)); (iii) its present all uncalled capital and future interest in all stocks, shares, debentures, notes, bonds, warrants, coupons or other securities and investments now or in goodwill of the future owned by the Chargor from time to time together with all Related Rights accruing thereto not charged pursuant to Clause 3.3 (Charge on Shares) (the “Security Collateral”)Chargor; (iv) all Registered Intellectual Property owned by it or acquired by it in the future and, to the extent not effectively assigned under Clause 4.1 4 (Assignments) ), all rightsother Intellectual Property owned by it in the future, interests and benefits to and in respect of the Insurances and all claims (and proceeds thereof) and returns of premiums in respect thereof to which the Chargor is now or may at any future time become entitledRelated Rights; (v) (to the extent that the same do not fall within any other sub-paragraph of this paragraph (a) and are not effectively assigned under Clause 4.1 (Assignments)) all of the Company’s rights and benefits under all Material Contracts; (vi) any beneficial interest, claim or entitlement of the Chargor it has to any assets in of any pension fund; fund (vii) to the Chargor’s present and future goodwill (including all brand names not otherwise subject to a fixed charge under this Debentureextent permitted by law); (viiivi) the benefit of all present and future licences, consents and authorisations any Authorisation (statutory or otherwise) held in connection with the Chargor’s its business or the use of any of the Charged Assets other than those directly relating to the First Mortgage Collateral Security Asset and the right to recover and receive all compensation which may at any time become be payable to it in respect thereofconnection therewith; (vii) all Plant and Machinery (except to the extent mortgaged under paragraph (a) above) and all Related Rights; (viii) all Business Technical Information in the possession of and owned by it; (ix) all permissions of whatsoever nature and whether statutory or otherwise, held in connection with the Chargor’s present Real Property and future uncalled capitalthe right to recover and receive all compensation which may be payable to it in connection therewith; (x) (to the extent not assigned pursuant to Clause 4 (Assignments)) to the extent vested in it, all building contracts, professionals’ appointments, guarantees, warranties and representations given or made by any building contractors, professional advisers or any other person in relation to the Real Property, including all rights and remedies available to it against such persons; and (xxi) all the Chargor’s present and future Intellectual Property Rights (including the Intellectual Property Rights, if any, specified in Part I of Schedule 1 (Intellectual Property Rights)), subject to any necessary third party’s consent to such charge being obtained. To the extent that any such Intellectual Property Rights of the Assigned Assets are not capable of being charged effectively assigned under Clause 4 (whether Assignments), or such rights have been effectively assigned but such assignment has not been perfected by reason of lack of any such consent as aforesaid or otherwise) and, if the same is required, pending the grant of any such consent as aforesaid or otherwise the charge thereof purported to be effected by this sub-paragraph (xi) shall operate as an assignment of any and all damages, compensation, remuneration, profit, rent or income which the Chargor may derive therefrom or be awarded or entitled to in respect thereof, as continuing security for the payment, discharge and performance service of the Secured Obligationsappropriate notice, by way of first fixed charge, those Assigned Assets.

Fixed Charges. The Chargor, as continuing security for the payment, discharge and performance of all the Secured Obligations, and subject only to the first ranking legal mortgage and the first ranking fixed charges, as the case may be, created pursuant to the Prior Debenture, hereby charges and agrees to charge in favour of the Security Trustee with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇: (a) by way of first fixed charge: (i) all of the Chargor’s present and future book and other debts, and all other moneys due and owing to the Chargor or which may become due and owing to it at any time in the future and the benefit of all rights, securities and guarantees of any nature whatsoever now or at any time enjoyed or held by it in relation to any of the foregoing including, in each case, the proceeds of the same, all liens, reservations of title, rights of tracing and other rights enabling the Chargor to enforce such debts provided that without prejudice to any other provision of this Clause 3 (including paragraph (a)(ii) hereof) such proceeds shall be released automatically from the fixed charge effected by this paragraph (i) upon these proceeds being credited to any Realisations Account; (ii) all moneys (including interest) from time to time standing to the credit of each of the Chargor’s present and future accounts (including each Security Account) with any bank, financial institution or other person in any jurisdiction and all rights in relation thereto and the debts represented thereby provided that without prejudice to any other provision of this Clause 3, any monies paid out of such accounts without breaching the terms of any Loan Document and not paid into another such account in the name of the Chargor shall be released from the fixed charge hereby effected upon the proceeds so being paid out; (iii) its present and future interest in all stocks, shares, debentures, notes, bonds, warrants, coupons or other securities and investments now or in the future owned by the Chargor from time to time together with all Related Rights accruing thereto not charged pursuant to Clause 3.3 (Charge on Shares) (the “Security Collateral”); (iv) to the extent not effectively assigned under Clause 4.1 (Assignments) all rights, interests and benefits to and in respect of the Insurances and all claims (and proceeds thereof) and returns of premiums in respect thereof to which the Chargor is now or may at any future time become entitled; (v) (to the extent that the same do not fall within any other sub-paragraph of this paragraph (a) and are not effectively assigned under Clause 4.1 (Assignments)) all of the Company’s rights and benefits under all Material Contracts; (vi) any beneficial interest, claim or entitlement of the Chargor to any assets in any pension fund; (vii) the Chargor’s present and future goodwill (including all brand names not otherwise subject to a fixed charge under this Debenture); (viii) the benefit of all present and future licences, consents and authorisations (statutory or otherwise) held in connection with the Chargor’s business or the use of any of the Charged Assets other than those directly relating to the First Mortgage Collateral and the right to recover and receive all compensation which may at any time become payable to it in respect thereof; (ix) the Chargor’s present and future uncalled capitalUncalled Capital; and (x) all the Chargor’s present and future Intellectual Property Rights (including the Intellectual Property Rights, if any, specified in Part I of Schedule 1 (Intellectual Property Rights)), subject to any necessary third party’s consent to such charge being obtained. To the extent that any such Intellectual Property Rights are not capable of being charged (whether by reason of lack of any such consent as aforesaid or otherwise) and, if the same is required, pending the grant of any such consent as aforesaid or otherwise the charge thereof purported to be effected by this sub-paragraph (xi) shall operate as an assignment of any and all damages, compensation, remuneration, profit, rent or income which the Chargor may derive therefrom or be awarded or entitled to in respect thereof, as continuing security for the payment, discharge and performance of the Secured Obligations.

Fixed Charges. The ChargorCompany, with full title guarantee, hereby charges to the Agent as a continuing security for the payment, payment and discharge and performance of all the its Secured Obligations, hereby charges and agrees to charge in favour of the Security Trustee with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇: (a) by way of first fixed charge:legal mortgage, the Properties (if any) specified in Schedule 1 (Properties); (ib) subject to clause 3.4(a), by way of first legal mortgage, all Properties (other than any property specified in Schedule 1 (Properties)) now owned by the Company or in which the Company has an interest; (c) subject to clause 3.4(a), by way of first fixed charge (to the extent not the subject of a legal mortgage by virtue of clauses 3.1(a) or 3.1(b)) all of the Chargor’s present and future book and other debtsProperties now or from time to time hereafter owned by the Company or in which the Company may have an interest; (d) by way of first fixed charge, and all other moneys due and owing Equipment now or from time to time hereafter owned by the Chargor Company or in which may become due and owing to it at any time in the future Company has an interest and the benefit of all rightscontracts and warranties relating to the same; (e) by way of first fixed charge, securities and guarantees all Securities specified in Schedule 2 (Securities); (f) by way of first fixed charge, all Securities (other than any nature whatsoever property specified in Schedule 2 (Securities)) now or at any from time enjoyed to time hereafter owned by the Company or held in which the Company has an interest; (g) by it way of first fixed charge, all Debts now or from time to time hereafter owned by the Company or in relation which the Company has an interest (whether originally owing to any the Company or purchased or otherwise acquired by it); (h) by way of the foregoing including, in each casefirst fixed charge, the proceeds of the same, collection of all liens, reservations of title, rights of tracing and other rights enabling the Chargor to enforce such debts provided that without prejudice to any other provision of this Clause 3 (including paragraph (a)(ii) hereof) such proceeds shall be released automatically from the fixed charge effected by this paragraph Debts; (i) upon these proceeds being credited to by way of first fixed charge, any Realisations Account; (ii) and all moneys (including interest) amounts from time to time standing to the credit of each of the Chargor’s all present and future accounts (including each Security Account) of the Company with any bank, financial institution or other person in any jurisdiction and all rights in relation thereto and including, without limitation, the debts represented thereby provided that without prejudice to any other provision of this Clause 3, any monies paid out of such accounts without breaching the terms of any Loan Document and not paid into another such account in the name of the Chargor shall be released from the fixed charge hereby effected upon the proceeds so being paid outAccounts; (iiij) its present and future interest in by way of first fixed charge, all stocks, shares, debentures, notes, bonds, warrants, coupons or other securities and investments now or in the future owned by the Chargor moneys from time to time together with all Related Rights accruing thereto not charged payable to the Company under or pursuant to Clause 3.3 the Insurances including without limitation the right to the refund of any premiums; (Charge on Sharesk) (by way of first fixed charge, the “Security Collateral”proceeds of all other sums of money received by the Company, other than those specified in clauses 3.1(g), 3.1(h), 3.1(i) or 3.1(j); (ivl) to by way of first fixed charge, the extent not effectively assigned under Clause 4.1 (Assignments) all rights, interests goodwill and benefits to and in respect uncalled capital of the Insurances and all claims (and proceeds thereof) and returns of premiums in respect thereof to which the Chargor is now or may at any future time become entitledCompany; (vm) by way of first fixed charge, the Intellectual Property (to the extent that the same do not fall within any other sub-paragraph of this paragraph if any) specified in Schedule 3 (a) and are not effectively assigned under Clause 4.1 (Assignments)) all of the Company’s rights and benefits under all Material Contracts; (vi) any beneficial interest, claim or entitlement of the Chargor to any assets in any pension fund; (vii) the Chargor’s present and future goodwill (including all brand names not otherwise subject to a fixed charge under this DebentureIntellectual Property); (viiin) by way of first fixed charge, all Intellectual Property (other than any Intellectual Property specified in Schedule 3 (Intellectual Property)), now or from time to time hereafter owned by the Company or in which the Company may have an interest; (o) subject to clause 3.4(a), if not effectively assigned by clause 3.4 (Security Assignment), by way of first fixed charge all its rights and interests in (and claims under) the benefit Assigned Agreements and all other contracts, agreements, deeds, undertakings, guarantees, warranties, indemnities, other documents, concessions and franchises now or hereafter entered into by or granted to, or vested in, or novated or assigned to, the Company (including any contract for sale of all present and future licences, consents and authorisations (statutory or otherwise) held in connection other dealing with the Chargor’s business or the use of any of the Charged Assets other than those directly relating to the First Mortgage Collateral and the right to recover and receive all compensation which may at any time become payable to it in respect thereof; (ix) the Chargor’s present and future uncalled capital; and (x) all the Chargor’s present and future Intellectual Property Rights (including the Intellectual Property Rights, if any, specified in Part I of Schedule 1 (Intellectual Property RightsAssets)), subject to any necessary third party’s consent to such charge being obtained. To the extent that any such Intellectual Property Rights are not capable of being charged (whether by reason of lack of any such consent as aforesaid or otherwise) and, if the same is required, pending the grant of any such consent as aforesaid or otherwise the charge thereof purported to be effected by this sub-paragraph (xi) shall operate as an assignment of any and all damages, compensation, remuneration, profit, rent or income which the Chargor may derive therefrom or be awarded or entitled to in respect thereof, as continuing security for the payment, discharge and performance of the Secured Obligations.

Fixed Charges. The ChargorEach Chargor as beneficial owner and with full title guarantee but subject to any Encumbrances permitted pursuant to Clause 19.6 of the Credit Agreement, as continuing security for the payment, discharge and performance of all the Secured ObligationsLiabilities at any time owed or due to the Secured Lenders (or any of them), hereby charges and agrees to charge in favour of the Security Trustee with full title guarantee in accordance with Agent (as agent and trustee for the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇:Secured Lenders): (a) by way of a first legal mortgage all the property (if any) now belonging to it and specified in Schedule 2 and/or in the Schedule to the Deed of Accession by which it became party hereto (where relevant), together with all buildings and Fixtures thereon, the proceeds of sale of all or any part thereof and the benefit of any covenants for title given or entered into by any predecessor in title and any moneys paid or payable in respect of such covenants subject, in the case of any leasehold properties, to any necessary third party's consent to such mortgage being obtained; (b) by way of first legal mortgage all estates or interests in any freehold or leasehold property and any rights under any licence or other agreement or document which gives any Chargor a right to occupy or use property, (except any Security Assets specified in paragraph (a) above) wheresoever situate now belonging to it together with all buildings and Fixtures thereon, the proceeds of sale of all or any part thereof and the benefit of any covenants for title given or entered into by any predecessor in title and any moneys paid or payable in respect of such covenants subject, in the case of any leasehold properties, to any necessary third party's consent to such mortgage being obtained. For the avoidance of doubt on such consent being obtained such leasehold property shall automatically become subject to this charge and the relevant Chargor shall promptly enter into a supplemental legal mortgage in favour of the Security Agent, provide evidence as to the power and authority to enter into such supplemental legal mortgage and that it constitutes legally binding and enforceable obligations of the relevant Chargor in each case in such form as the Security Agent may reasonably require; (c) by way of first fixed charge: (i) (to the extent that the same are not the subject of a mortgage under paragraphs (a) and/or (b) above) all present and future estates or interests in any freehold or leasehold property and any rights under any licence or other agreement or document which gives any Chargor a right to occupy or use property, wheresoever situate now or hereafter belonging to it together with all buildings and Fixtures thereon, the proceeds of sale of all or any part thereof and the benefit of any covenants for title given or entered into by any predecessor in title and any moneys paid or payable in respect of such covenants, subject, in the case of any leasehold properties, to any necessary third party's consent to such charge being obtained; (ii) all plant and machinery (to the extent not mortgaged under paragraph (a) above), computers and vehicles now or in the future owned by it and its interest in any plant, machinery, computers or vehicles in its possession other than any for the time being part of such Chargor's stock in trade or work in progress; (iii) all moneys (including interest) from time to time standing to the credit of each of its present and future accounts (including, without limitation, the Security Accounts) with any bank, financial institution or other person and the debts represented thereby, provided that without prejudice to any other provision of this Clause 4 any such monies paid out of such accounts without breaching the terms of the Finance Documents and not paid into another such account in the name of a Chargor shall be released from the fixed charge effected by this sub-paragraph (iii) upon the proceeds being so paid out; (iv) (to the extent not effectively assigned under Clause 4.3) all benefits in respect of the Insurances and all claims and returns of premiums in respect thereof; (v) all of the Chargor’s its present and future book and other debts, and all other moneys due and owing to the Chargor it or which may become due and owing to it at any time in the future and the benefit of all rights, securities and guarantees of any nature whatsoever now or at any time enjoyed or held by it in relation to any of the foregoing including, including in each case, case the proceeds of the same, all liens, reservations of title, rights of tracing and other rights enabling the Chargor to enforce such debts provided that without prejudice to any other provision of this Clause 3 4 (including and in particular but without limitation to sub-paragraph (a)(iiiii) hereofabove) such proceeds shall be released automatically from the fixed charge effected by this sub-paragraph (iv) upon these those proceeds being credited to any Realisations Security Account; (ii) all moneys (including interest) from time to time standing to the credit of each of the Chargor’s present and future accounts (including each Security Account) with any bank, financial institution or other person in any jurisdiction and all rights in relation thereto and the debts represented thereby provided that without prejudice to any other provision of this Clause 3, any monies paid out of such accounts without breaching the terms of any Loan Document and not paid into another such account in the name of the Chargor shall be released from the fixed charge hereby effected upon the proceeds so being paid out; (iii) its present and future interest in all stocks, shares, debentures, notes, bonds, warrants, coupons or other securities and investments now or in the future owned by the Chargor from time to time together with all Related Rights accruing thereto not charged pursuant to Clause 3.3 (Charge on Shares) (the “Security Collateral”); (iv) to the extent not effectively assigned under Clause 4.1 (Assignments) all rights, interests and benefits to and in respect of the Insurances and all claims (and proceeds thereof) and returns of premiums in respect thereof to which the Chargor is now or may at any future time become entitled; (vvi) (to the extent that the same do not fall within any other sub-paragraph of this paragraph (ac) and are not effectively assigned under Clause 4.1 (Assignments)4.3) all of the Company’s its rights and benefits under each of the Relevant Agreements, all Material Contractsbills of exchange and other negotiable instruments held by it, and (subject to any necessary third party's consent to such charge being obtained) any distributorship or agreement for the licensing of Intellectual Property Rights or similar agreements entered into by it and any letters of credit issued in its favour; (vivii) any beneficial interest, claim or entitlement of the Chargor it to any assets in of any pension fund; (viiviii) the Chargor’s its present and future goodwill (including all brand names not otherwise subject to a fixed charge under this Debenture)goodwill; (viiiix) the benefit of all present and future licences, permissions, consents and authorisations (statutory or otherwise) held in connection with the Chargor’s its business or the use of any of the Charged Security Assets other than those directly relating to the First Mortgage Collateral specified in paragraphs (a) and (b) and sub-paragraph (i) above and the right to recover and receive all compensation which may at any time become payable to it in respect thereof; (ixx) the Chargor’s its present and future uncalled capital; and (xxi) all the Chargor’s its present and future Intellectual Property Rights (including the Intellectual Property Rightsincluding, without limitation, those patents and trade marks and designs, if any, specified in Part I Schedule 5 and/or the Schedule to the Deed of Schedule 1 Accession by which it became party hereto (Intellectual Property Rightswhere relevant))) owned by it, subject to any necessary (as at the date of this Debenture) third party’s 's consent to such charge being obtained. To the extent that any such Intellectual Property Rights are not capable of being charged (whether by reason of lack of any such consent as aforesaid or otherwise) and, if the same is required, pending the grant of any such consent as aforesaid or otherwise the charge thereof purported to be effected by this sub-paragraph (xi) shall operate as an assignment of any and all damages, compensation, remuneration, profit, rent or income which the Chargor may derive therefrom or be awarded or entitled to in respect thereof, as continuing security for the payment, discharge and performance of the Secured Obligations.Clause 4.1(c)

Fixed Charges. Consolidated Interest Charges paid in cash: $ + The Chargoraggregate principal amount of all redemptions or similar acquisitions for value of outstanding debt for borrowed money or regularly scheduled principal payments on debt for borrowed money, but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02: $ Total Fixed Charges 2(B) $ Required ratio is: 1.25 to 1.0 THIS JOINDER AGREEMENT (this “Agreement”), dated as of [ , ], is by and among [ , a ] (the “Subsidiary Guarantor”), ASTRONOVA, INC., a Rhode Island corporation (the “U.S. Borrower” or the “Company”), and Bank of America, N.A., as continuing security lender (the “Lender”) under that certain Credit Agreement, dated as of February 28, 2017 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), by and among the Company, ANI APS, a Danish private limited liability company (the “Danish Borrower” and together with the U.S. Borrower, the “Borrowers” and each a “Borrower”), the Guarantors, and the Lender. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is an additional Loan Party, and, consequently, the Loan Parties are required by Section 6.13 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Company hereby agree as follows with the Lender, for the payment, discharge and performance benefit of all the Secured ObligationsParties: 1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a [Domestic Guarantor] [Foreign Guarantor] thereunder as if it had executed the Credit Agreement and the other Loan Documents as such a Guarantor. The Subsidiary Guarantor hereby charges ratifies, as of the date hereof, and agrees to charge be bound by, all representations and warranties, covenants and other terms, conditions and provisions of the Credit Agreement and the other applicable Loan Documents applicable to it. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of [the Domestic Guaranteed Obligations] [the Foreign Guaranteed Obligations] in favour accordance with Article IX and the other provisions of the Credit Agreement. 2. Each of the Subsidiary Guarantor and the Company hereby agree that all of the representations and warranties contained in Article V of the Loan Agreement and each other Loan Document, as they relate to the Subsidiary Guarantor or this Joinder Agreement, are true and correct as of the date hereof, giving effect to the supplementation of schedules contemplated by paragraph 4 below. 3. [The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an “Grantor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement applicable to it. Without limiting the generality of the foregoing terms of this Paragraph 2, the Subsidiary Guarantor hereby grants, pledges and assigns to the Lender, for the benefit of the Secured Parties, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of the Subsidiary Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Trustee with Agreement) of the Subsidiary Guarantor.]1 1 This section is for U.S. Loan Parties only. 4. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Loan Document and Collateral Document and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement and the Collateral Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Collateral Documents) to reflect the information shown on the attached Schedule A. 5. The Company confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full title guarantee force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document (subject to the terms of such defined terms and the other provisions of such agreement and documents). 6. Each of the Company and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Lender, it will execute and deliver such further documents and do such further acts as the Lender may reasonably request in accordance with the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇: (a) by way of first fixed charge: (i) all terms and conditions of the Chargor’s present and future book and other debts, and all other moneys due and owing to the Chargor or which may become due and owing to it at any time in the future Credit Agreement and the benefit of all rights, securities and guarantees of any nature whatsoever now or at any time enjoyed or held by it other Loan Documents in relation order to any of effect the foregoing including, in each case, the proceeds of the same, all liens, reservations of title, rights of tracing and other rights enabling the Chargor to enforce such debts provided that without prejudice to any other provision purposes of this Clause 3 Agreement. 7. This Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (including paragraph (a)(iie.g. “pdf” or “tif”) hereof) such proceeds shall be released automatically from the fixed charge effected by this paragraph (i) upon these proceeds being credited to any Realisations Account; (ii) all moneys (including interest) from time to time standing to the credit effective as delivery of each of the Chargor’s present and future accounts (including each Security Account) with any bank, financial institution or other person in any jurisdiction and all rights in relation thereto and the debts represented thereby provided that without prejudice to any other provision a manually executed counterpart of this Clause 3, any monies paid out of such accounts without breaching the terms of any Loan Document and not paid into another such account in the name of the Chargor shall be released from the fixed charge hereby effected upon the proceeds so being paid out; (iii) its present and future interest in all stocks, shares, debentures, notes, bonds, warrants, coupons or other securities and investments now or in the future owned by the Chargor from time to time together with all Related Rights accruing thereto not charged pursuant to Clause 3.3 (Charge on Shares) (the “Security Collateral”); (iv) to the extent not effectively assigned under Clause 4.1 (Assignments) all rights, interests and benefits to and in respect of the Insurances and all claims (and proceeds thereof) and returns of premiums in respect thereof to which the Chargor is now or may at any future time become entitled; (v) (to the extent that the same do not fall within any other sub-paragraph of this paragraph (a) and are not effectively assigned under Clause 4.1 (Assignments)) all of the Company’s rights and benefits under all Material Contracts; (vi) any beneficial interest, claim or entitlement of the Chargor to any assets in any pension fund; (vii) the Chargor’s present and future goodwill (including all brand names not otherwise subject to a fixed charge under this Debenture); (viii) the benefit of all present and future licences, consents and authorisations (statutory or otherwise) held in connection with the Chargor’s business or the use of any of the Charged Assets other than those directly relating to the First Mortgage Collateral and the right to recover and receive all compensation which may at any time become payable to it in respect thereof; (ix) the Chargor’s present and future uncalled capital; and (x) all the Chargor’s present and future Intellectual Property Rights (including the Intellectual Property Rights, if any, specified in Part I of Schedule 1 (Intellectual Property Rights)), subject to any necessary third party’s consent to such charge being obtained. To the extent that any such Intellectual Property Rights are not capable of being charged (whether by reason of lack of any such consent as aforesaid or otherwise) and, if the same is required, pending the grant of any such consent as aforesaid or otherwise the charge thereof purported to be effected by this sub-paragraph (xi) shall operate as an assignment of any and all damages, compensation, remuneration, profit, rent or income which the Chargor may derive therefrom or be awarded or entitled to in respect thereof, as continuing security for the payment, discharge and performance of the Secured ObligationsAgreement.

Fixed Charges. The ChargorSubject to the Existing Security Agreements and Clause 10 (Exceptions to the Security), as continuing security for the paymenteach Obligor hereby mortgages, discharge charges and performance of all the Secured Obligations, hereby charges pledges and agrees to mortgage, charge in favour and pledge to the Subordinated Security Trustee as trustee for the benefit of itself and each of the Security Trustee with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇Subordinated Secured Creditors: (a) 7.1.1 by way of first fixed charge:charge (which so far as it relates to land in England and Wales under sub-Clause 5.1.1 (ia) (Fixed charges) shall be a charge by way of first ranking legal mortgage): (a) the Mortgaged Property except for any Excluded Charged Property for such time as it is Excluded Charged Property; (b) all of its present and future estates or interests in any freehold or leasehold property (other than that mortgaged under sub-Clause 7.1.1(a) (Fixed charges) above) and any rights under any licence or other agreement or document which gives such Obligor a right to occupy or use such property except for any Excluded Charged Property for such time as it is Excluded Charged Property, wheresoever such property is situated now or hereafter belonging to it together with all buildings and Fixtures thereon, the Chargor’s proceeds of sale of all or any part thereof and the benefit of any covenants for title given or entered into by any predecessor in title, any moneys paid or payable in respect of such covenants and all rights, powers, benefits, claims, contracts, warranties, remedies, security guarantees, indemnities and undertakings in respect of such property; (c) all plant, machinery, office equipment, computers, vehicles and other chattels now or in the future owned by it and its interest in any plant, machinery, computers, office equipment, vehicles or other chattels in its possession other than any for the time being forming part of such Obligor's stock in trade or work in progress; (d) all moneys (including interest) from time to time standing to the credit of each of its present and future accounts with any bank, financial institution or other person and the debts represented thereby; (e) (to the extent not effectively assigned under Clause 7.3 (Assignments)) all its present and future rights, title and interest in and to the Assignable Insurances; (f) all of its present and future book and other debts, and all other moneys due and owing to the Chargor it or which may become due and owing to it at any time in the future and the benefit of all rights, securities and guarantees of any nature whatsoever now or at any time enjoyed or held by it in relation to any of the foregoing including, including in each case, case the proceeds of the same, all liens, reservations of title, rights of tracing and other rights enabling the Chargor to enforce such debts provided that without prejudice to any other provision of this Clause 3 (including paragraph (a)(ii) hereof) such proceeds shall be released automatically from the fixed charge effected by this paragraph (i) upon these proceeds being credited to any Realisations Account; (ii) all moneys (including interest) from time to time standing to the credit of each of the Chargor’s present and future accounts (including each Security Account) with any bank, financial institution or other person in any jurisdiction and all rights in relation thereto and the debts represented thereby provided that without prejudice to any other provision of this Clause 3, any monies paid out of such accounts without breaching the terms of any Loan Document and not paid into another such account in the name of the Chargor shall be released from the fixed charge hereby effected upon the proceeds so being paid out; (iii) its present and future interest in all stocks, shares, debentures, notes, bonds, warrants, coupons or other securities and investments now or in the future owned by the Chargor from time to time together with all Related Rights accruing thereto not charged pursuant to Clause 3.3 (Charge on Shares) (the “Security Collateral”); (iv) to the extent not effectively assigned under Clause 4.1 (Assignments) all rights, interests and benefits to and in respect of the Insurances and all claims (and proceeds thereof) and returns of premiums in respect thereof to which the Chargor is now or may at any future time become entitled; (vg) (to the extent that the same do not fall within any other sub-paragraph Clause of this paragraph Clause 7.1.1 (aFixed charges) and are not effectively assigned under Clause 4.1 7.3 (Assignments)) all of the Company’s its rights and benefits under each of the Transaction Documents and any other contracts or agreements to which such Obligor is a party from time to time and/or that confer any rights upon such Obligor including all Material Contractsbills of exchange and other negotiable instruments held by it, any letters of credit issued in its favour and (subject to any necessary third party's consent to such charge being obtained) any distributorship or agreement for the licensing of Intellectual Property Rights or similar agreements entered into by it; (vih) any beneficial interest, claim or entitlement of the Chargor to any assets in any pension fundits present and future goodwill; (vii) the Chargor’s present and future goodwill (including all brand names not otherwise subject to a fixed charge under this Debenture); (viiii) the benefit of all present and future licences, permissions, consents and authorisations (statutory or otherwise) held in connection with the Chargor’s its business or the use of any of the Charged Assets other than those directly relating Property referred to the First Mortgage Collateral in sub- Clause 7.1.1(a) (Fixed charges) and the right to recover and receive all compensation which may at any time become payable to it in respect thereof, subject to any necessary third party's consent being obtained; (ixj) the Chargor’s its present and future uncalled capital and rights in relation to such uncalled capital; and; (xk) all the Chargor’s its present and future licence agreements, Intellectual Property Rights (including the any rights and interest of such Obligor in those Intellectual Property Rights, if any, specified in Part I of Schedule 1 5 (Intellectual Property Rights) and/or a schedule or appendix to the Deed of Accession by which it became party hereto (where relevant))) owned by it, subject to any necessary (as at the date of this Deed) third party’s 's consent to such charge being obtained. To ; (l) all Securities and all Related Rights accruing to all or any of the Securities now or in the future owned by such Obligor from time to time not charged pursuant to Clause 7.2 (Charges on Group Shares); and (m) (to the extent that the same do not fall within any such Intellectual Property Rights other sub-Clause of this Clause 7.1.1 (Fixed charges) and are not capable effectively assigned pursuant to Clause 7.3 (Assignments)) all of being charged (whether by reason of lack of its rights and benefits under any such consent as aforesaid or otherwise) and, if the same is required, pending the grant of any such consent as aforesaid or otherwise the charge thereof purported to be effected by this sub-paragraph (xi) shall operate as an assignment of any Authorised Investments and all damages, compensation, remuneration, profit, rent Authorised Investments now or income which in the Chargor may derive therefrom or be awarded or entitled to in respect thereof, as continuing security for the payment, discharge and performance of the Secured Obligationsfuture owned by it.