Common use of Conversion of Floating Charge Clause in Contracts

Conversion of Floating Charge. (a) The Security Agent may, by notice in writing to any Chargor, convert the floating charge created under this Debenture into one or more fixed charges with immediate effect as regards those assets specified in the notice: (i) upon or after the occurrence of an Acceleration Event which is continuing; or (ii) if the Security Agent reasonably considers that it is required to protect the priority of the Security created under this Debenture. (b) The floating charge created under this Debenture will automatically (without notice) and immediately be converted into a fixed charge over all the assets of a Chargor which are subject to the floating charge created under this Debenture, if: (i) that Chargor takes any step to create Security or Quasi-Security (except as permitted or not prohibited by the Secured Debt Documents or where Required Creditor Consent has been obtained or with the prior consent of the Security Agent) on or over any asset which is subject to the floating charge created under this Debenture; or (ii) any person (entitled to do so) takes any step to effect any expropriation, attachment, sequestration, distress or execution against any such asset. (c) Upon the conversion of any floating charge pursuant to this Clause 3.5, each relevant Chargor shall, at its own expense, following written request by the Security Agent execute a fixed charge or legal assignment consistent with the Agreed Security Principles on terms no more onerous to that Chargor than the terms set out in this Debenture (and otherwise in such form as the Security Agent may reasonably request in writing). (d) Any floating charge which has crystallised under this Clause 3.5 may, by notice in writing given at any time by the Security Agent (acting on the unanimous instructions of the Secured Parties) to the relevant Chargor, be reconverted into a floating charge under paragraph (a) of Clause 3.3 (Floating charge) in relation to the assets, rights and property specified in that notice. The conversion to a fixed charge and reconversion to a floating charge (or the converse) may occur any number of times.

Conversion of Floating Charge. (a) The UK Security Agent Trustee may, by notice in writing to any Chargorthe Borrower, convert the floating charge created under this Debenture into one or more fixed charges with immediate effect as regards those assets specified in the noticeinto a fixed charge if: (i) upon the Security becomes enforceable in accordance with clause 14 (Enforcement of Security); (ii) the UK Security Trustee in good faith considers any of the Secured Assets to be in danger of being seized or after the occurrence sold under or pursuant to any form of an Acceleration Event which is continuingdistress, attachment, execution or other legal process or otherwise to be in jeopardy; or (iiiii) if the UK Security Agent reasonably Trustee considers that it is required such conversion to be necessary to protect the priority of the Security created under this DebentureSecurity, and such fixed charge shall apply to all assets subject to the floating charge unless and to the extent that such notice otherwise specifies. (b) The floating charge created under this Debenture shall (in addition to the circumstances in which the same will occur under general law) automatically (without notice) and immediately be converted into a fixed charge over (without notice) as regards all the assets of a Chargor which are subject to the floating charge created under this Debenture, ifat such time: (i) that Chargor takes upon the convening of a meeting of the members of the Borrower to consider a resolution to wind up the Borrower; (ii) upon the presentation of a petition to wind up the Borrower or the presentation or making of an application for a warrant of execution or a third party debt order or charging order in respect of any step to create Security or Quasi-Security (except as permitted or not prohibited by of the Secured Debt Documents or where Required Creditor Consent has been obtained or with the prior consent of the Security Agent) on or over any asset which is Assets subject to the floating charge created under this Debenture; (iii) upon the issue and notice of distraint by HM Revenue and Customs or other competent authority, or upon any steps being taken to distrain for rent against any property of the Borrower; or (iiiv) any person if the Borrower fails to comply with its covenant in clause 7.1 (entitled Negative Pledge and Disposals) of this Debenture, provided that nothing in this Debenture shall cause the floating charge to do so) takes any step crystallise by reason of the Borrower obtaining or of anything being done with a view to effect any expropriation, attachment, sequestration, distress or execution against any such assetthe Borrower obtaining a moratorium under Section 1A of and Schedule A1 to the Insolvency Act. (c) Upon The giving of notice by the conversion UK Security Trustee pursuant to paragraph (a) above in relation to any of the Secured Assets shall not be construed as a waiver or abandonment of the right of the UK Security Trustee to serve similar notices in respect of any floating charge pursuant to this Clause 3.5, each relevant Chargor shall, at its own expense, following written request by other of the Security Agent execute a fixed charge Secured Assets or legal assignment consistent with of any other of the Agreed Security Principles on terms no more onerous to that Chargor than rights of the terms set out in this Debenture Secured Parties (and otherwise in such form as the Security Agent may reasonably request in writing)or any of them) under any Loan Document. (d) Any If the floating charge which has crystallised under this Clause 3.5 may, by notice in writing given at any time by the Security Agent (acting on the unanimous instructions of the Secured Parties) pursuant to the relevant Chargor, be reconverted into a floating charge under either paragraph (a) of Clause 3.3 or (Floating chargeb) in relation above but the circumstances giving rise to such crystallisation have ceased to apply, the UK Security Trustee may by notice to the assets, rights and property specified in that notice. The conversion to a fixed charge and reconversion Borrower convert the relevant charge(s) back to a floating charge (in respect of such assets or the converse) may occur any number of timescrystallised charge.

Conversion of Floating Charge. (a) The Security Agent may, by 24.1 By notice in writing to any Chargorthe Obligors the Trustee may and shall, if so instructed pursuant to the Security Trust and Intercreditor Deed, convert the floating charge created under this Debenture into one or more fixed charges by clause 3.3 with immediate effect into a fixed charge as regards those any property or assets specified in the noticenotice if: (ia) upon or after the occurrence an Event of an Acceleration Event which Default has occurred and is continuing; or (iib) if any person attempts to levy any distress, execution, diligence or other similar process against or to appoint a Receiver over any of the Security Agent Secured Assets; or (c) the Trustee reasonably considers that it is required to protect the priority any of the Security created Secured Assets may be in jeopardy or in danger of being seized or sold pursuant to any form of legal process, other than a voluntary sale of Secured Assets entered into by the relevant Obligor and permitted by the Indentures PROVIDED THAT the Trustee shall not be under this Debentureany duty to monitor the Secured Assets. (b) The 24.2 Notwithstanding clause 24.1 and without prejudice to any law which may have a similar effect, the floating charge created under this Debenture hereunder will automatically be converted (without notice) and immediately be converted with immediate effect into a fixed charge over as regards all the assets of a Chargor which are subject to the floating charge created under this Debentureif any person levies or attempts to levy any distress, if: (i) that Chargor takes execution, diligence or other similar process against, or appoints a Receiver over, any step to create Security or Quasi-Security (except as permitted or not prohibited by of the Secured Debt Documents Assets or where Required Creditor Consent a resolution is passed or an order is made for the winding-up, dissolution, administration, examination or re-organisation of an Obligor or an administrator or examiner is appointed to an Obligor other than in connection with a solvent reconstruction of any Obligor permitted under the Indentures. 24.3 Where an asset has been obtained or with the prior consent of the Security Agent) on or over any asset which is become subject to the floating charge created under this Debenture; or (ii) any person (entitled to do so) takes any step to effect any expropriation, attachment, sequestration, distress or execution against any such asset. (c) Upon the conversion of any floating charge pursuant to this Clause 3.5, each relevant Chargor shall, at its own expense, following written request by the Security Agent execute a fixed charge under clause 24.1 or legal assignment consistent clause 24.2 the Trustee shall, if so requested by the Obligor who owns such asset and if instructed to do so in accordance with the Agreed Security Principles on terms no more onerous to Trust and Intercreditor Deed, release the asset from that Chargor than the terms set out in this Debenture (and otherwise in such form as the Security Agent may reasonably request in writing). (d) Any floating fixed charge which has crystallised under this Clause 3.5 may, by notice in writing given at any time by to such Obligor. 24.4 When an asset is released from the Security Agent fixed charge under clause 24.3 above, the asset will again be subject to: (acting on a) the unanimous instructions of the Secured Parties) to the relevant Chargor, be reconverted into a floating charge under paragraph clause 3.3; and (ab) the further operation of Clause 3.3 (Floating charge) in relation to the assets, rights and property specified in that notice. The conversion to a fixed charge and reconversion to a floating charge (clause 24.1 or the converse) may occur any number of timesclause 24.2.