AUTOMATIC CRYSTALLISATION. In addition and without prejudice to any other event resulting in a crystallisation of the floating charge contained herein and without prejudice to any rule of law which may have a similar effect, the floating charge created under this Current Issuer Deed of Charge shall automatically and without notice be converted with immediate effect into a fixed charge as regards:
(a) all property, assets or undertaking of the Current Issuer subject to the floating charge, upon:
(i) the presentation of a petition for the compulsory winding-up of the Current Issuer;
(ii) the convening of a meeting for the passing of a resolution for the voluntary winding-up of the Current Issuer;
(iii) the presentation of a petition for the making of an administration order in relation to the Current Issuer;
(iv) the presentation or making of an application for a warrant of execution, writ of fieri facias, garnishee order or charging order in respect of any of the assets of the Current Issuer subject to the floating charge;
(v) the occurrence of a Current Issuer Note Event of Default; and/or
(b) any property, assets or undertaking of the Current Issuer, which become subject to an Encumbrance in favour of any person other than the Note Trustee or which is/are the subject of a sale, transfer or other disposition, in either case, contrary to the covenants and undertakings contained in the Current Issuer Transaction Documents, immediately prior to such Encumbrance arising or such sale, transfer or other disposition being made.
AUTOMATIC CRYSTALLISATION. Subject as set out below, in addition and without prejudice to any other event resulting in a crystallisation of the floating charge created by this Deed, the floating charge contained herein shall automatically be converted into a fixed charge over all property, assets or undertaking of the Sixth Issuer subject to the floating charge, if and when:
(a) a Sixth Issuer Note Event of Default occurs; or
(b) the Sixth Issuer ceases to carry on all or a substantial part of its business or ceases to be a going concern or thereafter to do any of the foregoing; or
(c) the Sixth Issuer stops making payments to its creditors or gives notice to creditors that it intends to stop payment; or
(d) the holder of any other Encumbrance in relation to the Sixth Issuer, whether ranking in priority to or pari passu with or after the charges contained in this Deed, appoints a Receiver; or
(e) any floating charge granted by the Sixth Issuer to any other person (whether permitted by the Sixth Issuer Transaction Documents or not) crystallises for any reason whatsoever. The floating charge created by CLAUSE 3.4 (Floating Charge) of this Deed may not be converted into a fixed charge solely as a result of the obtaining of a moratorium (or anything done with a view to obtaining a moratorium) under the Insolvency Act 2000 except with leave of the court.
AUTOMATIC CRYSTALLISATION. Notwithstanding Clause 7.1 (Crystallisation by notice) and without prejudice to any rule of law having a similar effect, the floating charge shall automatically be converted into a fixed charge with immediate effect as regards all assets of a Company subject to the floating charge created by Clause 3.4 (Floating Charge) on:
(a) any of the Secured Property of such Company becoming subject to a Security Interest (other than a Security Interest created under or pursuant to this Debenture or which is permitted under the terms of the Credit Agreements) or being disposed of contrary to the provisions of this Debenture or the Credit Agreements; or
(b) any Person levying or attempting to levy any distress, execution, sequestration or other process against any Secured Property of such Company; or
(c) such Company ceasing to carry on business or to be a going concern; or
(d) the convening of a meeting for the passing of a resolution for the winding up of such Company or the presentation of a petition to appoint an administrator in relation to such Company or to wind up such Company which in the opinion of the Security Trustee is, in each case, reasonably likely to result in the winding up of such Company or the appointment of such an administrator.
AUTOMATIC CRYSTALLISATION. Notwithstanding Clause 5.1 (Part Crystallisation) and without prejudice to any rule of law which may have a similar effect, the floating charge shall automatically be converted with immediate effect into a fixed charge as regards all the property and assets subject to the floating charge and without notice from the Collateral Agent to the Chargor on:
(A) the presentation of a petition for the compulsory winding up of the Chargor;
(B) the convening of a meeting for the passing of a resolution for the voluntary winding up of the Chargor;
(C) the presentation or making of an application for a warrant of execution, writ of fieri facias, garnishee order or charging order in respect of any material part of the property or assets of the Chargor subject to the floating charge which is not discharged within 60 days;
(D) the Chargor creating or permitting any Lien over or with respect to any of the Charged Property, or attempting to do so without the prior consent of the Collateral Agent (other than as permitted by the Facility Agreement); or
(E) the Security becoming enforceable in accordance with Clause 9 (Default Procedure).
AUTOMATIC CRYSTALLISATION. The floating charge hereby created shall, ------------------------- without the need for any act by the Security Agent, automatically and immediately crystallise and the charge shall operate as a fixed charge:
(a) All Assets: in respect of all Security Assets which are not for the ----------- time being effectively charged to the Security Agent by way of fixed charge if:
(i) an application is made, a petition is presented or any proceeding is commenced for an order, or a meeting is convened to consider a resolution or a resolution is passed, or an order is made, for the winding up, insolvency, administration, reorganisation, reconstruction, dissolution or bankruptcy of any Obligor;
(ii) a liquidator, administrator, administrative receiver, receiver, receiver and manager, trustee or similar officer is appointed in respect of any Obligor or of all or any part of the business, assets or revenues of any Obligor;
(iii) any person levies or attempts, purports or proposes to levy execution, distress or any other similar process upon or against all or any part of the business, assets or revenues of any Obligor in respect of a debt exceeding GBP 35,000;
(iv) any Obligor stops or suspends payments to its creditors generally or is unable, is deemed by law to be unable, or admits its inability, to pay its debts as they fall due or ceases to carry on its business;
(v) any Obligor enters into or seeks to enter into any scheme of arrangement, composition, assignment for the benefit of, or other arrangement with, its creditors or any class of creditors; or
(vi) any Obligor reduces or takes any steps to reduce its capital or in any way limits or restricts calls in respect of its issued but uncalled capital; or
AUTOMATIC CRYSTALLISATION. (a) Notwithstanding any other provision of this Deed (and without prejudice to any law which may have a similar effect), the floating charge created under this Deed will automatically be converted with immediate effect and without notice into a fixed charge as regards the Charged Assets subject to such floating charge but subject to Clause 3.7 (Moratorium):
(i) if any person presents or makes an application for a writ of execution, writ of fieri facias, garnishee order or charging order or otherwise levies or attempts to levy any distress, execution, attachment, expropriation, sequestration or other legal process against any of the Charged Assets charged by way of the floating charge or any Chargor creates or attempts to create any Security or trust over any of the Charged Assets secured by the floating charge created by Clause 3.4 (Floating Charge) other than as permitted or not restricted under the Priority Lien Documents; or
(ii) a resolution is passed or an order is made or a petition is presented for the winding-up or administration, dissolution or reorganisation in relation to any Chargor (except as expressly permitted or not restricted under the Priority Lien Documents) which (in the case of a winding-up petition) is not discharged within 14 days or in any event before such petition is heard or a resolution is passed for a creditors’ voluntary winding-up or a creditors’ voluntary winding-up is commenced; or
(iii) an Administrator or Receiver is appointed in respect of any Chargor or the Collateral Trustee receives notice of an intention to appoint an Administrator pursuant to paragraph 15 or 26 of Schedule B1 of the Insolvency Xxx 0000 in respect of any Chargor.
(b) Notwithstanding Clause 3.6 (Crystallisation of Floating Charge by notice) and without prejudice to any law which may have a similar effect, the floating charge created by Clause 3.4 (Floating Charge) will be automatically converted (without notice) with immediate effect into a fixed charge as regards all the assets subject to that floating charge at the same time as the floating charge created by the ABL Debenture over such assets is crystallised.
AUTOMATIC CRYSTALLISATION. 3.3.1. Without prejudice to any rule of law which may have a similar effect if the Charging Company, without the Agent's prior written consent, resolves to take or takes any step to charge (whether by way of fixed or floating charge) or otherwise create any Lien (other than any Permitted Lien) over (or to create a trust over) any of its Floating Charge Assets or to dispose of any such Floating Charge Assets except by way of sale or other disposition in the ordinary course of its business (or as permitted by the Loan Agreement);
3.3.2. if any person resolves to take or takes any step to levy any distress, execution, sequestration or other process against any Floating Charge Asset relating to a liability of the Charging Company; or
3.3.3. if an Event of Default takes place or if any of the Secured Sums become due and outstanding prior to their stated maturity;
AUTOMATIC CRYSTALLISATION. In addition and without prejudice to any other event resulting in a crystallisation of the floating charge contained herein and without prejudice to any rule of law which may have a similar effect, the floating charge created under this Current Issuer Deed of Charge shall automatically and without notice be converted with immediate effect into a fixed charge as regards:
(a) all property, assets or undertaking of the Current Issuer subject to the floating charge, upon:
(i) the presentation of a petition for the compulsory winding-up of the Current Issuer;
(ii) the convening of a meeting for the passing of a resolution for the voluntary winding-up of the Current Issuer;
(iii) the presentation of a petition for or the making of an application for an administration order or the filing of documents with the court for the appointment of an administrator or the service of a notice of intention to appoint an administrator in relation to the Current Issuer;
(iv) the presentation or making of an application for a warrant of execution, writ of fieri facias, garnishee order or charging order in respect of any of the assets of the Current Issuer subject to the floating charge;
(v) the occurrence of a Current Issuer Note Event of Default; and/or
(b) any property, assets or undertaking of the Current Issuer, which become subject to an Encumbrance in favour of any person other than the Note Trustee or which is/are the subject of a sale, transfer or other disposition, in either case, contrary to the covenants and undertakings contained in the Current Issuer Transaction Documents, immediately prior to such Encumbrance arising or such sale, transfer or other disposition being made, provided that the floating charge created by this Current Issuer Deed of Charge may not be converted into a fixed charge or charges solely as a result of the obtaining of a moratorium (or anything done with a view to obtaining a moratorium) under the Insolvency Xxx 0000 without the leave of the court.
AUTOMATIC CRYSTALLISATION. In addition and without prejudice to any other event resulting in a crystallisation of the floating charge contained herein and without prejudice to any rule of law which may have a similar effect, the floating charge created under this Funding Deed of Charge shall automatically and without notice be converted with immediate effect into a fixed charge as regards:
(a) all property, assets or undertaking of Funding, subject to the floating charge, upon:
(i) the presentation of a petition for the compulsory winding-up of Funding;
(ii) the convening of a meeting for the passing of a resolution for the voluntary winding-up of Funding;
(iii) the presentation of a petition for the making of an administration order in relation to Funding;
(iv) the presentation or making of an application for a warrant of execution, writ of fieri facias, garnishee order or charging order in respect of any of the assets of Funding subject to the floating charge;
(v) the occurrence of an Intercompany Loan Event of Default; and/or
(b) any property, assets or undertaking of Funding, which become subject to an Encumbrance in favour of any person other than the Security Trustee or which is/are the subject of a sale, transfer or other disposition, in either case, contrary to the covenants and undertakings contained in the Funding Transaction Documents, immediately prior to such Encumbrance arising or such sale, transfer or other disposition being made.
AUTOMATIC CRYSTALLISATION. 3.3.1 Without prejudice to any rule of law which may have a similar effect if the Charging Company, without the Agent's prior written consent, resolves to take or takes any step to charge (whether by way of fixed or floating charge) or otherwise create any Lien (other than any Permitted Lien) over (or to create a trust over) any of its Floating Charge Assets or to dispose of any such Floating Charge Assets except by way of sale or other disposition in the ordinary course of its business (or as permitted by the Loan Agreement);
3.3.2 if any person resolves to take or takes any step to levy any distress, execution, sequestration or other process against any Floating Charge Asset relating to a liability of the Charging Company; or
3.3.3 if an Event of Default takes place or if any of the Secured Sums become due and outstanding prior to their stated maturity; then the floating charge created by Clause 3.1.5 (Charging Clause) shall be automatically crystallised (without the necessity of notice) into a fixed charge over such Floating Charge Asset instantly on the occurrence of such event.
