Common use of Floating Charge Clause in Contracts

Floating Charge. (a) Each Chargor charges by way of a first floating charge all its assets whatsoever and wheresoever not otherwise effectively mortgaged, charged or assigned under this Deed. (b) Except as provided below, the UK Security Trustee may by notice to a Chargor convert the floating charge created by that Chargor under this Deed into a fixed charge as regards any of that Chargor’s assets specified in that notice, if: (i) an Event of Default has occurred and is continuing; or (ii) the UK Security Trustee (acting reasonably) considers those assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal process. (c) The floating charge created under this Deed may not be converted into a fixed charge solely by reason of: (i) the obtaining of a moratorium; or (ii) anything done with a view to obtaining a moratorium, under the Insolvency ▇▇▇ ▇▇▇▇. (d) The floating charge created under this Deed will (in addition to the circumstances in which the same will occur under general law) automatically and immediately (without notice) convert into a fixed charge over all of each Chargor’s assets: (i) if a Chargor (x) creates, or attempts to create, without the prior written consent of the UK Security Trustee, a Security or a trust in favour of another person over all or any part of the Security Assets; or (y) disposes, or attempts to dispose of, all or any part of the Security Assets (other than Security Assets that are only subject to the floating charge while it remains uncrystallised) and except, in each case, as expressly permitted under the Credit Agreement; (ii) if any person levies (or attempts to levy) any distress, attachment, execution or other process against all or any part of the Security Assets; or (iii) if an administrator is appointed or the UK Security Trustee receives notice of an intention to appoint an administrator; or (iv) on the convening of any meeting of the members of that Chargor to consider a resolution to wind that Chargor up (or not to wind that Chargor up) other than as part of a solvent reconstruction of that Chargor which is permitted under the Credit Agreement. (e) The floating charge created under this Deed is a qualifying floating charge for the purpose of paragraph 14 of Schedule B1 to the Insolvency ▇▇▇ ▇▇▇▇. (f) The giving by the UK Security Trustee of a notice pursuant to paragraph (b) above in relation to any class of any Chargor’s assets shall not be construed as a waiver or abandonment of the UK Security Trustee’s rights to give other similar notices in respect of any other class of assets or of any other of the rights of any of the Secured Creditors under this Deed or under any of the other Credit Documents.

Floating Charge. (a) Each Chargor The Issuer charges by way of a first floating charge all of its undertaking and all of its property and assets whatsoever and wheresoever not (including, without limitation, its uncalled capital) other than any property or assets at any time otherwise effectively mortgaged, charged or assigned by way of fixed charge or assignment under this DeedClause. (b) Except as provided below, the UK Issuer Security Trustee may by notice to a Chargor the Issuer convert the floating charge created by that Chargor under this Deed Clause into a fixed charge as regards any of that Chargor’s the Issuer's assets subject to the floating charge specified in that notice, if: (i) an Issuer Event of Default has occurred and is continuing; oroutstanding; (ii) the UK Issuer Security Trustee (acting reasonably) considers those assets or any part thereof to be in danger of being seized or sold under any form of distress, attachment, execution or other legal processprocess or to be otherwise in jeopardy; and/or (iii) a circumstance occurs which the Issuer Security Trustee considers to (or to be likely to) prejudice, imperil or threaten the Issuer Security. (c) Except as provided below, the floating charge created by this Clause will automatically convert into a fixed charge as regards: (i) all of the Issuer's assets subject to the floating charge, upon the service of a Note Acceleration Notice; and/or (ii) any assets of the Issuer subject to the floating charge, if those assets (contrary to the covenants and undertakings contained in the Transaction Documents): (A) are or become subject to a Security Interest in favour of any person other than the Issuer Security Trustee; or (B) are or become the subject of a sale, transfer or other disposition, immediately prior to that Security Interest arising or that sale, transfer or other disposition being made. (d) The floating charge created under by this Deed Clause may not be converted into a fixed charge solely by reason of: (i) the obtaining of a moratorium; or (ii) anything done with a view to obtaining a moratorium, under the Insolvency ▇▇▇ ▇▇▇▇. (d) The floating charge created under this Deed will (in addition to the circumstances in which the same will occur under general law) automatically and immediately (without notice) convert into a fixed charge over all of each Chargor’s assets: (i) if a Chargor (x) creates, or attempts to create, without the prior written consent of the UK Security Trustee, a Security or a trust in favour of another person over all or any part of the Security Assets; or (y) disposes, or attempts to dispose of, all or any part of the Security Assets (other than Security Assets that are only subject to the floating charge while it remains uncrystallised) and except, in each case, as expressly permitted under the Credit Agreement; (ii) if any person levies (or attempts to levy) any distress, attachment, execution or other process against all or any part of the Security Assets; or (iii) if an administrator is appointed or the UK Security Trustee receives notice of an intention to appoint an administrator; or (iv) on the convening of any meeting of the members of that Chargor to consider a resolution to wind that Chargor up (or not to wind that Chargor up) other than as part of a solvent reconstruction of that Chargor which is permitted under the Credit AgreementAct 2000. (e) The floating charge created under by this Deed Clause is a qualifying floating charge Q▇▇▇▇▇▇▇▇G FLOATING CHARGE for the purpose of paragraph 14 of Schedule B1 to the Insolvency ▇▇▇ ▇▇▇▇Act 1986. (f) The giving by the UK Security Trustee of a notice pursuant to paragraph (b) above in relation to any class of any Chargor’s assets shall not be construed as a waiver or abandonment of the UK Security Trustee’s rights to give other similar notices in respect of any other class of assets or of any other of the rights of any of the Secured Creditors under this Deed or under any of the other Credit Documents.

Floating Charge. (a) Each Chargor charges by way of a first floating charge all its assets whatsoever and wheresoever not otherwise effectively mortgaged, charged or assigned under this Deed. (b) Except as provided below, the UK Security Trustee may by notice to a Chargor convert the floating charge created by that Chargor under this Deed into a fixed charge as regards any of that Chargor’s assets specified in that notice, if: (i) an Event of Default has occurred and is continuing; or (ii) the UK Security Trustee (acting reasonably) considers those assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal process. (c) The floating charge created under this Deed may not be converted into a fixed charge solely by reason of: (i) the obtaining of a moratorium; or (ii) anything done with a view to obtaining a moratorium, under the Insolvency ▇▇▇ Act ▇▇▇▇. (d) The floating charge created under this Deed will (in addition to the circumstances in which the same will occur under general law) automatically and immediately (without notice) convert into a fixed charge over all of each Chargor’s assets: (i) if a Chargor (x) creates, or attempts to create, without the prior written consent of the UK Security Trustee, a Security or a trust in favour of another person over all or any part of the Security Assets; or (y) disposes, or attempts to dispose of, all or any part of the Security Assets (other than Security Assets that are only subject to the floating charge while it remains uncrystallised) and except, in each case, as expressly permitted under the Credit Agreement; (ii) if any person levies (or attempts to levy) any distress, attachment, execution or other process against all or any part of the Security Assets; or (iii) if an administrator is appointed or the UK Security Trustee receives notice of an intention to appoint an administrator; or (iv) on the convening of any meeting of the members of that Chargor to consider a resolution to wind that Chargor up (or not to wind that Chargor up) other than as part of a solvent reconstruction of that Chargor which is permitted under the Credit Agreement. (e) The floating charge created under this Deed is a qualifying floating charge for the purpose of paragraph 14 of Schedule B1 to the Insolvency ▇▇▇ Act ▇▇▇▇. (f) The giving by the UK Security Trustee of a notice pursuant to paragraph (b) above in relation to any class of any Chargor’s assets shall not be construed as a waiver or abandonment of the UK Security Trustee’s rights to give other similar notices in respect of any other class of assets or of any other of the rights of any of the Secured Creditors under this Deed or under any of the other Credit Documents.

Floating Charge. (a) Each Chargor charges by way of a first floating charge all of its assets whatsoever and wheresoever not otherwise effectively mortgaged, charged or assigned under this Deed. (b) Except as provided below, the UK Security Trustee Collateral Agent may by notice to a Chargor convert the floating charge created by that Chargor under this Deed into a fixed charge as regards any of that Chargor’s assets specified in that notice, if: (i) an Event of Default has occurred and is continuing; or; (ii) the UK Security Trustee (acting reasonably) Collateral Agent considers those assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal processprocess or to be otherwise in jeopardy; or (iii) that Chargor fails to comply, or takes or threatens to take any action which, in the reasonable opinion of the Collateral Agent, is likely to result in it failing to comply with its obligations under paragraph (a) of Clause 5 (Restrictions on dealing). (c) The floating charge created under this Deed may not be converted into a fixed charge solely by reason of: (i) the obtaining of a moratorium; or (ii) anything done with a view to obtaining a moratorium, under section 1A of the Insolvency ▇▇▇ ▇▇▇▇. (d) The floating charge created under this Deed will (in addition to the circumstances in which the same will occur under general law) automatically and immediately (without notice) convert into a fixed charge over all of each Chargor’s assets: (i) if a Chargor (x) creates, or attempts to create, without the prior written consent of the UK Security Trustee, a Security or a trust in favour of another person over all or any part of the Security Assets; or (y) disposes, or attempts to dispose of, all or any part of the Security Assets (other than Security Assets that are only subject to the floating charge while it remains uncrystallised) and except, in each case, as expressly permitted under the Credit Agreement; (ii) if any person levies (or attempts to levy) any distress, attachment, execution or other process against all or any part of the Security Assets; or (iii) if an administrator is appointed or the UK Security Trustee Collateral Agent receives notice of an intention to appoint an administrator; or (ivii) on the convening of any meeting of the members of that Chargor to consider a resolution to wind that Chargor up (or not to wind that Chargor up) other than as part of a solvent reconstruction of that Chargor which is permitted under the Credit Agreement). (e) The floating charge created under this Deed is a qualifying floating charge for the purpose of paragraph 14 of Schedule B1 to the Insolvency ▇▇▇ ▇▇▇▇. (f) The giving by the UK Security Trustee Collateral Agent of a notice pursuant to under paragraph (b) above in relation to any class asset of any Chargor’s assets shall a Chargor will not be construed as a waiver or abandonment of the UK Security TrusteeCollateral Agent’s rights to give any other similar notices notice in respect of any other class of assets asset or of any other of the rights right of any of the other Secured Creditors Party under this Deed or under any of other Loan Document. (g) Any charge which has been converted into a fixed charge in accordance with paragraphs (b) or (d) above may, by notice in writing given at any time by the other Credit DocumentsCollateral Agent to the relevant Chargor, be reconverted into a floating charge in relation to the Security Assets specified in such notice.

Floating Charge. (a) Each Chargor charges by way of a first floating charge all its assets whatsoever and wheresoever not at any time otherwise effectively mortgaged, charged or assigned by way of fixed mortgage, charge or assignment under this DeedClause. (b) Except as provided below, the UK Security Trustee Lender may by notice to a Chargor convert the floating charge created by that Chargor under this Deed Clause into a fixed charge as regards any of that Chargor▇▇▇▇▇▇▇’s assets specified in that notice, if: (i) an Event of Default has occurred and is continuing; or (ii) the UK Security Trustee (acting reasonably) Lender considers those assets to be in danger of being seized or sold under any form of distress, attachment, execution or other legal processprocess or to be otherwise in jeopardy; or (iii) the Lender considers that it is desirable or prudent in order to protect the priority of the Security constituted by the floating charge. (cb) The floating charge created under by this Deed Clause may not be converted into a fixed charge solely by reason of: (i) the obtaining of a moratorium; or (ii) anything done with a view to obtaining a moratorium, under section 1A of the Insolvency Act 1986. (c) In addition, without prejudice to any rule of law which may have a similar effect, the floating charge created by this Clause will automatically convert into a fixed charge over all of a Chargor’s assets if: (i) a Chargor creates (or attempts or takes any steps to create) any Security Interest over any Charged Asset (save as expressly permitted under the Facility Letter); (ii) any person levies (or attempts or takes any steps to levy) any distress, attachment, sequestration execution or other process against any Charged Asset (other than as permitted under the Facility Letter and subject to any applicable grace period contain therein); or (iii) an administrator is appointed, or the Lender receives notice of an intention to appoint an administrator, in respect of that ▇▇▇ ▇▇▇▇▇. (d) The floating charge created under by this Deed will (in addition to the circumstances in which the same will occur under general law) automatically and immediately (without notice) convert into a fixed charge over all of each Chargor’s assets: (i) if a Chargor (x) creates, or attempts to create, without the prior written consent of the UK Security Trustee, a Security or a trust in favour of another person over all or any part of the Security Assets; or (y) disposes, or attempts to dispose of, all or any part of the Security Assets (other than Security Assets that are only subject to the floating charge while it remains uncrystallised) and except, in each case, as expressly permitted under the Credit Agreement; (ii) if any person levies (or attempts to levy) any distress, attachment, execution or other process against all or any part of the Security Assets; or (iii) if an administrator is appointed or the UK Security Trustee receives notice of an intention to appoint an administrator; or (iv) on the convening of any meeting of the members of that Chargor to consider a resolution to wind that Chargor up (or not to wind that Chargor up) other than as part of a solvent reconstruction of that Chargor which is permitted under the Credit Agreement. (e) The floating charge created under this Deed Clause is a qualifying floating charge for the purpose of paragraph 14 of Schedule B1 to the Insolvency ▇▇▇ ▇▇▇▇Act 1986. (fe) The giving Upon the conversion of any floating charge pursuant to this Clause, the Chargor shall, at its own expense, immediately upon request by the UK Security Trustee of Lender execute a notice pursuant to paragraph (b) above fixed charge or legal assignment in relation to any class of any Chargor’s assets shall not be construed such form as a waiver or abandonment of the UK Security Trustee’s rights to give other similar notices in respect of any other class of assets or of any other of the rights of any of the Secured Creditors under this Deed or under any of the other Credit DocumentsLender may require.