Creation of Floating Charge. Save, for the avoidance of doubt, in respect of Client Cash, each Chargor, with full title guarantee, charges to the Security Agent (as trustee for the Beneficiaries) as security for the payment or discharge of all Secured Sums, by way of floating charge: (a) all its Assets, except to the extent that such Assets are for the time being effectively assigned by way of security by virtue of Clause 3.1 (Security Assignments) or charged by any fixed charge contained in Clause 3.2 (Fixed Security), including any Assets comprised within a charge which is reconverted under Clause 4.4 (Reconversion); and (b) without exception, all its Assets in so far as they are for the time being situated in Scotland, but in each case so that such Chargor shall not create any Security over any such Floating Charge Asset (whether having priority over, or ranking pari passu with or subject to, this floating charge) or take any other step referred to in Clause 7 (Negative pledge and other restrictions) with respect to any such Floating Charge Asset, except in each case as permitted by Clause 27.16 (Negative Pledge) of the Facilities Agreement, and such Chargor shall not, without the consent of the Security Agent, sell, transfer, part with or dispose of any such Floating Charge Asset (except as permitted by Clause 27.17 (Disposals) of the Facilities Agreement).
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