Common use of Conversion of a Floating Charge Clause in Contracts

Conversion of a Floating Charge. (a) The Interim Security Agent may, by prior written notice to Bidco or Holdco (as applicable), convert the floating charge created under this Debenture into a fixed charge with immediate effect as regards those assets which it specifies in the notice, if: (i) a Declared Default has occurred and is continuing; or (ii) it is necessary to do so in order to protect the priority of the Security created in favour of the Interim Security Agent under this Debenture over any assets, where Bidco or Holdco (as applicable) creates or purports to create Security over such assets, save where the relevant Bidco or Holdco (as applicable) is not prohibited from creating such Security under the Debt Documents or where the Interim Security Agent has given prior written consent. (b) The floating charge created under this Debenture will automatically (without notice) and immediately be converted into a fixed charge over any asset charged under the floating charge created under this Debenture if: (i) Bidco or Holdco (as applicable) creates (or purports to create) any Security over such asset, other than to the extent not prohibited by the Debt Documents or where Required Creditor Consent has been obtained or with the prior consent of the Interim Security Agent; or (ii) Bidco or Holdco (as applicable) is or is deemed to be or is declared for the purposes of any applicable law to be, unable to or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally or any class of them (other than the Secured Parties) for the rescheduling any of its financial indebtedness. (c) The obtaining of a moratorium under section 1A of the Insolvency Xxx 0000, or anything done with a view to obtaining such a moratorium (including any preliminary decision or investigation), shall not be an event causing any floating charge created by this Debenture to crystallise or causing restrictions which would not otherwise apply to be imposed as the disposal or property by Bidco or Holdco (as applicable) or a ground for the appointment of the Receiver. (d) Excluded Assets) shall be for the account of such Chargor (subject to clause 13 (Fees and Expenses) of the Interim Facilities Agreement). The Interim Security Agent is entitled to rely absolutely and without any further investigation on any such notification from a Chargor and is irrevocably authorized by each Secured Party to enter into such documentation.

Conversion of a Floating Charge. (a) The Interim Security Agent may, by prior written notice to Bidco or Holdco (as applicable), convert the floating charge created under this Debenture into a fixed charge with immediate effect as regards those assets which it specifies in the notice, if: (i) a Declared Default has occurred and is continuing; or (ii) it is necessary to do so in order to protect the priority of the Security created in favour of the Interim Security Agent under this Debenture over any assets, where Bidco or Holdco (as applicable) creates or purports to create Security over such assets, save where the relevant Bidco or Holdco (as applicable) is not prohibited from creating such Security under the Debt Documents or where the Interim Security Agent has given prior written consent. (b) The floating charge created under this Debenture will automatically (without notice) and immediately be converted into a fixed charge over any asset charged under the floating charge created under this Debenture if: (i) Bidco or Holdco (as applicable) creates (or purports to create) any Security over such asset, other than to the extent not prohibited by the Debt Documents or where Required Creditor Consent has been obtained or with the prior consent of the Interim Security Agent; or (ii) Bidco or Holdco (as applicable) is or is deemed to be or is declared for the purposes of any applicable law to be, unable to or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally or any class of them (other than the Secured Parties) for the rescheduling any of its financial indebtedness. (c) The obtaining of a moratorium under section 1A of the Insolvency Xxx 0000, or anything done with a view to obtaining such a moratorium (including any preliminary decision or investigation), shall not be an event causing any floating charge created by this Debenture to crystallise or causing restrictions which would not otherwise apply to be imposed as the disposal or property by Bidco or Holdco (as applicable) or a ground for the appointment of the Receiver. Excluded Assets). (d) Excluded Assets) If at any time a Chargor notifies the Interim Security Agent that an asset being subject to the Security created by this Clause 3 or any other provision of this Debenture has a material adverse effect on the ability of the relevant member of the Group to conduct its operations and business as otherwise not prohibited by the Finance Documents or as otherwise excluded by virtue of this Clause 3.5, the Interim Security Agent shall be for promptly enter into such documentation as is required by that Chargor in order to release that asset from the account Security created by this Clause 3 and the other provisions of this Debenture, provided that any costs and expenses incurred by the Interim Security Agent entering into such documentation at the request of such Chargor pursuant to this Clause 3.5 (subject (e) Floating Charge (f) Subject to clause 13 Clause 3.5 (Fees Excluded Assets), as further continuing security for the full payment of the Secured Obligations, each of Bidco and Expenses) Holdco charges with full title guarantee in favour of the Interim Facilities Agreement). The Interim Security Agent is entitled (for the benefit of itself and the other Secured Parties) by way of first floating charge all its present and future assets, undertakings and rights not effectively charged under Clause 3.2 (Bidco and Holdco Security). (g) Paragraph 14 of Schedule B1 to rely absolutely and without any further investigation on any such notification from a Chargor and is irrevocably authorized by each Secured Party the Insolvency Xxx 0000 shall apply to enter into such documentationthe floating charge created pursuant to this Clause 3.2(b).

Conversion of a Floating Charge. (a) The Interim Security Agent may, by prior written notice to Bidco or Holdco (as applicable)the Chargor, convert the floating charge created under this Debenture into a fixed charge with immediate effect as regards those assets which it specifies in the noticenotice (or, in the case of paragraph (ii) below, the relevant floating charge assets), if: (i) a Declared an Event of Default has occurred and is continuing; or; (ii) the Security Agent is of the view that any asset charged under the floating charge created under this Debenture is in danger of being seized or is otherwise in jeopardy; (iii) the Security Agent considers that it is necessary to do so desirable in order to protect the priority of the Security created in favour of Transaction Security; or (iv) the Interim Chargor requests the Security Agent to exercise any of its powers under this Debenture over any assets, where Bidco or Holdco (as applicable) creates or purports to create Security over such assets, save where the relevant Bidco or Holdco (as applicable) is not prohibited from creating such Security under the Debt Documents or where the Interim Security Agent has given prior written consentDebenture. (b) The Notwithstanding paragraph (a) above, and without prejudice to any law which may have a similar effect, the floating charge created under this Debenture will automatically (without notice) and immediately be converted into a fixed charge over any asset charged under the floating charge created under this Debenture (a “floating charge asset”) if: (i) Bidco or Holdco (as applicable) the Chargor creates (or purports to create) any Security or Quasi-Security over such any floating charge asset (except for any Security or Quasi-Security permitted by Clause ‎5 (Negative Pledge)); (ii) any person takes any step to effect any expropriation, attachment, sequestration, distress or execution against any floating charge asset; (iii) a resolution is passed or an order is made for the winding-up, other than dissolution, administration or re-organisation of the Chargor or an administrator is appointed to the extent not prohibited by the Debt Documents or where Required Creditor Consent has been obtained or with the prior consent of the Interim Security AgentChargor; or (iiiv) Bidco or Holdco any person (as applicablewho is entitled to do so) is or is deemed to be or is declared for the purposes of any applicable law to be, unable to or admits its inability to pay its debts as they fall due, suspends making payments on any gives notice of its debts or, by reason of actual intention to appoint an administrator to the Chargor or anticipated financial difficulties, commences negotiations files such a notice with its creditors generally or any class of them (other than the Secured Parties) for the rescheduling any of its financial indebtednesscourt. (c) The obtaining of a moratorium under section 1A Any notice given by, or on behalf of the Insolvency Xxx 0000Security Agent, or anything done with a view under paragraph (a) above in relation to obtaining such a moratorium (including any preliminary decision or investigation), the Collateral shall not be an event causing construed as a waiver or abandonment of the Security Agent’s right to give any floating charge created by other notice in respect of that asset or any other asset or of any other right of a Secured Party under this Debenture to crystallise or causing restrictions which would not otherwise apply to be imposed as the disposal or property by Bidco or Holdco (as applicable) or a ground for the appointment of the Receiverany other Finance Document. (d) Excluded AssetsAny floating charge created under this Debenture which has converted into a fixed charge under paragraph (a) shall or paragraph (b) above may be for reconverted into a floating charge by notice in writing given at any time by the account of such Chargor (subject to clause 13 (Fees and Expenses) of the Interim Facilities Agreement). The Interim Security Agent is entitled to rely absolutely and without any further investigation on any the Chargor in relation to the assets specified in such notification from a Chargor and is irrevocably authorized by each Secured Party to enter into such documentationnotice.

Conversion of a Floating Charge. (a) The Interim Security Agent may, by prior written notice to Bidco or Holdco (as applicable), convert the floating charge created under this Debenture into a fixed charge with immediate effect as regards those assets which it specifies in the notice, if: (i) a Declared Default has occurred and is continuing; or (ii) it is necessary to do so in order to protect the priority of the Security created in favour of the Interim Security Agent under this Debenture over any assets, where Bidco or Holdco (as applicable) creates or purports to create Security over such assets, save where the relevant Bidco or Holdco (as applicable) is not prohibited from creating such Security under the Debt Documents or where the Interim Security Agent has given prior written consent. (b) The floating charge created under this Debenture will automatically (without notice) and immediately be converted into a fixed charge over any asset charged under the floating charge created under this Debenture if: (i) Bidco or Holdco (as applicable) creates (or purports to create) any Security over such asset, other than to the extent not prohibited by the Debt Documents or where Required Creditor Consent has been obtained or with the prior consent of the Interim Security Agent; or (ii) Bidco or Holdco (as applicable) is or is deemed to be or is declared for the purposes of any applicable law to be, unable to or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally or any class of them (other than the Secured Parties) for the rescheduling any of its financial indebtedness. (c) The obtaining of a moratorium under section 1A of the Insolvency Xxx 0000, or anything done with a view to obtaining such a moratorium (including any preliminary decision or investigation), shall not be an event causing any floating charge created by this Debenture to crystallise or causing restrictions which would not otherwise apply to be imposed as the disposal or property by Bidco or Holdco (as applicable) or a ground for the appointment of the Receiver. (d) Excluded Assets) shall be for the account of such Chargor (subject to clause 13 (Fees and Expenses) of the Interim Facilities Agreement). The Interim Security Agent is entitled to rely absolutely and without any further investigation on any such notification from a Chargor and is irrevocably authorized by each Secured Party to enter into such documentation.

Conversion of a Floating Charge. (a) The Interim Security Agent may, by prior written notice to Bidco or Holdco (as applicable), convert the floating charge created under this Debenture into a fixed charge with immediate effect as regards those assets which it specifies in the notice, if: (i) a Declared Default has occurred and is continuing; or (ii) it is necessary to do so in order to protect the priority of the Security created in favour of the Interim Security Agent under this Debenture over any assets, where Bidco or Holdco (as applicable) creates or purports to create Security over such assets, save where the relevant Bidco or Holdco (as applicable) is not prohibited from creating such Security under the Debt Documents or where the Interim Security Agent has given prior written consent. (b) The floating charge created under this Debenture will automatically (without notice) and immediately be converted into a fixed charge over any asset charged under the floating charge created under this Debenture if: (i) Bidco or Holdco (as applicable) creates (or purports to create) any Security over such asset, other than to the extent not prohibited by the Debt Documents or where Required Creditor Consent has been obtained or with the prior consent of the Interim Security Agent; or (ii) Bidco or Holdco (as applicable) is or is deemed to be or is declared for the purposes of any applicable law to be, unable to or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally or any class of them (other than the Secured Parties) for the rescheduling any of its financial indebtedness. (c) The obtaining of a moratorium under section 1A of the Insolvency Xxx 0000Act 1986, or anything done with a view to obtaining such a moratorium (including any preliminary decision or investigation), shall not be an event causing any floating charge created by this Debenture to crystallise or causing restrictions which would not otherwise apply to be imposed as the disposal or property by Bidco or Holdco (as applicable) or a ground for the appointment of the Receiver. (d) Excluded Assets) shall be for the account of such Chargor (subject to clause 13 (Fees and Expenses) of the Interim Facilities Agreement). The Interim Security Agent is entitled to rely absolutely and without any further investigation on any such notification from a Chargor and is irrevocably authorized by each Secured Party to enter into such documentation.

Conversion of a Floating Charge. (a) The Interim Security Agent may, by prior written notice to Bidco or Holdco (as applicable), convert the floating charge created under this Debenture into a fixed charge with immediate effect as regards those assets which it specifies in the notice, if: (i) a Declared Default has occurred and is continuing; or (ii) it is necessary to do so in order to protect the priority of the Security created in favour of the Interim Security Agent under this Debenture over any assets, where Bidco or Holdco (as applicable) creates or purports to create Security over such assets, save where the relevant Bidco or Holdco (as applicable) is not prohibited from creating such Security under the Debt Documents or where the Interim Security Agent has given prior written consent. (b) The floating charge created under this Debenture will automatically (without notice) and immediately be converted into a fixed charge over any asset charged under the floating charge created under this Debenture if: (i) Bidco or Holdco (as applicable) creates (or purports to create) any Security over such asset, other than to the extent not prohibited by the Debt Documents or where Required Creditor Consent has been obtained or with the prior consent of the Interim Security Agent; or (ii) Bidco or Holdco (as applicable) is or is deemed to be or is declared for the purposes of any applicable law to be, unable to or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally or any class of them (other than the Secured Parties) for the rescheduling any of its financial indebtedness. (c) The obtaining of a moratorium under section 1A of the Insolvency Xxx 0000Act 1986, or anything done with a view to obtaining such a moratorium (including any preliminary decision or investigation), shall not be an event causing any floating charge created by this Debenture to crystallise or causing restrictions which would not otherwise apply to be imposed as the disposal or property by Bidco or Holdco (as applicable) or a ground for the appointment of the Receiver. (d) Excluded Assets) shall be for the account of such Chargor (subject to clause 13 (Fees and Expenses) of the Interim Facilities Agreement). The Interim Security Agent is entitled to rely absolutely and without any further investigation on any such notification from a Chargor and is irrevocably authorized by each Secured Party to enter into such documentation.

Conversion of a Floating Charge. (a) The Interim Security Agent may, by prior written notice to Bidco or Holdco (as applicable), convert the floating charge created under this Debenture into a fixed charge with immediate effect as regards those assets which it specifies in the notice, if: (i) a Declared Default has occurred and is continuing; or (ii) it is necessary to do so in order to protect the priority of the Security created in favour of the Interim Security Agent under this Debenture over any assets, where Bidco or Holdco (as applicable) creates or purports to create Security over such assets, save where the relevant Bidco or Holdco (as applicable) is not prohibited from creating such Security under the Debt Documents or where the Interim Security Agent has given prior written consent. (b) The floating charge created under this Debenture will automatically (without notice) and immediately be converted into a fixed charge over any asset charged under the floating charge created under this Debenture if: (i) Bidco or Holdco (as applicable) creates (or purports to create) any Security over such asset, other than to the extent not prohibited by the Debt Documents or where Required Creditor Consent has been obtained or with the prior consent of the Interim Security Agent; or (ii) Bidco or Holdco (as applicable) is or is deemed to be or is declared for the purposes of any applicable law to be, unable to or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally or any class of them (other than the Secured Parties) for the rescheduling any of its financial indebtedness. (c) The obtaining of a moratorium under section 1A of the Insolvency Xxx 0000Act 1986, or anything done with a view to obtaining such a moratorium (including any preliminary decision or investigation), shall not be an event causing any floating charge created by this Debenture to crystallise or causing restrictions which would not otherwise apply to be imposed as the disposal or property by Bidco or Holdco (as applicable) or a ground for the appointment of the Receiver. Excluded Assets). (d) Excluded Assets) If at any time a Chargor notifies the Interim Security Agent that an asset being subject to the Security created by this Clause 3 or any other provision of this Debenture has a material adverse effect on the ability of the relevant member of the Group to conduct its operations and business as otherwise not prohibited by the Finance Documents or as otherwise excluded by virtue of this Clause 3.5, the Interim Security Agent shall be for promptly enter into such documentation as is required by that Chargor in order to release that asset from the account Security created by this Clause 3 and the other provisions of this Debenture, provided that any costs and expenses incurred by the Interim Security Agent entering into such documentation at the request of such Chargor pursuant to this Clause 3.5 (subject (e) Floating Charge (f) Subject to clause 13 Clause 3.5 (Fees Excluded Assets), as further continuing security for the full payment of the Secured Obligations, each of Bidco and Expenses) Holdco charges with full title guarantee in favour of the Interim Facilities Agreement). The Interim Security Agent is entitled (for the benefit of itself and the other Secured Parties) by way of first floating charge all its present and future assets, undertakings and rights not effectively charged under Clause 3.2 (Bidco and Holdco Security). (g) Paragraph 14 of Schedule B1 to rely absolutely and without any further investigation on any such notification from a Chargor and is irrevocably authorized by each Secured Party the Insolvency Act 1986 shall apply to enter into such documentationthe floating charge created pursuant to this Clause 3.2(b).