Common use of Creation of Floating Charge Clause in Contracts

Creation of Floating Charge. As security for the full and punctual payment or performance when due (whether at stated maturity, acceleration or otherwise) of the Secured Liabilities by the Company, the Company hereby, absolutely and unconditionally charges in favour of the Creditor by way of second ranking floating charge: (a) to the maximum extent possible, all of the Company’s rights, title and interests in and to all of its present and future tangible and intangible assets, properties, rights and interests of any kind, whether contingent or absolute, including (for purposes of illustration), but in no way limited to, the assets described in Schedule 1 hereto; and (b) to the extent not included in the foregoing, all present and future rights to compensation, indemnity, insurance proceeds, warranty or guaranty accruing to the Company by reason of the loss of, damage to or expropriation of, or any other event or circumstance with respect to, such Charged Assets and all proceeds and benefits directly deriving from such Charged Assets (including, without limitation, those received upon any collection, exchange, sale or other disposition of such Charged Assets and any property into which such Charged Assets are converted, whether cash or non-cash) (Sections 3.1(a) and (b) collectively, the “Charged Assets”). The Company hereby assigns to and in favour of the Creditor by way of second ranking floating charge (and each of the following shall be deemed to be expressly included in paragraph (b) above): (i) all present and future rights, claims and remedies of the Company under and in respect of the Insurances and any monies paid or payable pursuant thereto whether held in or for the benefit of any trust or other account relative thereto or otherwise; (ii) all of the present and future rights, claims and remedies of the Company under and deriving from the Property Tax and Compensation Fund Law, 5721-1961 as in force from or at any relevant time, and under any other applicable law arising in connection with the Charged Assets; (iii) all present and future rights to compensation, indemnity, warranty or guaranty accruing to the Company by reason of the loss of, damage to or expropriation of, or any other event or circumstance with respect to, the Charged Assets.

Creation of Floating Charge. As security for the full and punctual payment or performance when due (whether at stated maturity, acceleration or otherwise) of the Secured Liabilities by the CompanyCompany and/or WhiteSmoke Inc., the Company hereby, absolutely and unconditionally charges and pledges in favour of the Creditor by way of second first ranking floating chargecharge and pledge: (a) to the maximum extent possible, all of the Company’s rights, title and interests in and to all of its present and future tangible and intangible assets, properties, rights and interests of any kind, whether contingent or absolute, including (for purposes of illustration), but in no way limited to, the assets described in Schedule 1 heretoand subject to the seniority of the Permitted Lien (if any) in respect of the assets covered thereby; and (b) to the extent not included in the foregoing, all present and future rights to compensation, indemnity, insurance proceeds, warranty or guaranty accruing to the Company by reason of the loss of, damage to or expropriation of, or any other event or circumstance with respect to, such Charged Assets and all proceeds proceeds, products and benefits directly deriving from such Charged Assets (including, without limitation, those received upon any collection, exchange, sale or other disposition of such Charged Assets and any property into which such Charged Assets are converted, whether cash or non-cash) (Sections 3.1(a) and (b) ), collectively, the “Charged Assets”). The In addition, to the extent required by applicable law to create and perfect a first ranking floating charge over the Charged Assets specified in paragraph (b) above, the Company also assigns such Charged Assets to the Creditor by way of first ranking floating charge and pledge. In particular, the Company hereby assigns to and in favour of the Creditor by way of second first ranking floating charge and pledge (and each of the following shall be deemed to be expressly included in paragraph (b) above): (i) all present and future rights, claims and remedies of the Company under and in respect of the Insurances and any monies paid or payable pursuant thereto whether held in or for the benefit of any trust or other account relative thereto or otherwise; (ii) all of the present and future rights, claims and remedies of the Company under and deriving from the Property Tax and Compensation Fund Law, 5721-1961 as in force from or at any relevant time, and under any other applicable law arising in connection with the Charged Assets; (iii) all present and future rights to compensation, indemnity, warranty or guaranty accruing to the Company by reason of the loss of, damage to or expropriation of, or any other event or circumstance with respect to, the Charged Assets. Nothing in this Debenture in any way limits the Company in entering into any transactions with regard to its Intellectual Property in the Ordinary Course of Business and the charge and pledge hereunder will not apply to rights granted to third parties in such transactions.

Creation of Floating Charge. As security for the full and punctual payment or performance when due (whether at stated maturity, acceleration or otherwise) of the Secured Liabilities by the CompanyCompany and the Co-Borrowers, the Company hereby, absolutely and unconditionally unconditionally, charges and pledges in favour of the Creditor by way of second first ranking floating chargecharge and pledge: (a) a. to the maximum extent possible, all of the Company’s rights, title and interests in and to all of its present and future tangible and intangible assets, properties, rights and interests of any kind, whether contingent or absolute, including (for purposes of illustration), but in no way limited to, the assets described in Schedule 1 heretobut excluding any assets subject to the Creditor Fixed Charge and subject to the Permitted Security Interest; and (b) b. to the extent not included in the foregoing, all present and future rights to compensation, indemnity, insurance proceeds, proceeds warranty or guaranty accruing to the Company by reason of the loss of, damage to or expropriation of, or any other event or circumstance with respect to, such Charged Assets and all proceeds proceeds, products and benefits directly deriving from such Charged Assets (including, without limitation, those received upon any collection, exchange, sale or other disposition of such Charged Assets and any property into which such Charged Assets are converted, whether cash or non-cash) (Sections 3.1(a‎3.1(‎a) and (b‎b) collectively, the “Charged Assets”). The In addition, to the extent required by applicable law to create and perfect a first ranking floating charge over the Charged Assets specified in paragraph (b) above, the Company also assigns such Charged Assets to the Creditor by way of first ranking floating charge and pledge. In particular, the Company hereby assigns to and in favour of the Creditor by way of second first ranking floating charge and pledge (and each of the following shall be deemed to be expressly included in paragraph (b) above): (i) all present and future rights, claims and remedies of the Company under and in respect of the Insurances and any monies paid or payable pursuant thereto whether held in or for the benefit of any trust or other account relative thereto or otherwise; (ii) all of the present and future rights, claims and remedies of the Company under and deriving from the Property Tax and Compensation Fund Law, 5721-1961 as in force from or at any relevant time, and under any other applicable law arising in connection with the Charged Assets; (iii) all present and future rights to compensation, indemnity, warranty or guaranty accruing to the Company by reason of the loss of, damage to or expropriation of, or any other event or circumstance with respect to, the Charged Assets. With respect to insurance proceeds, so long as no Event of Default has occurred and is continuing, (i) the Company may commence, appear in, defend or prosecute any claim or action, and may adjust, compromise, settle and collect all claims and awards; provided however, that no settlements shall be made without the consent of Creditor which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) all proceeds of insurance shall be made available to the Company to repair or restore the Charged Assets, as applicable. Nothing in this Debenture in any way limits the Company from entering into any transactions with regard to its Intellectual Property in the Ordinary Course of Business and making any Permitted Transfers.