Common use of Floating Charge Clause in Contracts

Floating Charge. 5.1 Creation of floating charge (a) The Company charges to the Collateral Agent by way of first floating charge with full title guarantee and as a continuing security for the payment and discharge of the Secured Liabilities all of the Company's rights to and title and interest from time to time in the whole of its property, assets (including, without limitation, any Account), undertakings, rights and revenues, whatsoever and wheresoever, present and future, other than any assets validly and effectively charged or assigned (whether at law or in equity) pursuant to Clause 4.2 (Creation of fixed charge) or Clause 4.3 (Assignments). (b) Except as otherwise agreed in writing by the Collateral Agent and except as otherwise provided under the Intercreditor Agreement with respect to relative ranking of the security created pursuant to the Production Payment Security Documents, the floating charge hereby created ranks in priority to any Security which shall subsequently be created or permitted to arise by the Company or any 13 LO\3259731.16 (c) Without prejudice to Clause 5.1(a), the Collateral Agent reserves any rights it may have to appoint an administrative receiver on and following the Enforcement Date in accordance with Sections 72B to H (inclusive) of the Insolvency Xxx 0000. 5.2 Automatic crystallisation of floating charge Notwithstanding anything express or implied in this Debenture, and without prejudice to any law which may have similar effect, if: (a) the Company creates or attempts to create any Security over all or any of the Charged Assets (save as permitted by section 6.06 (Limitation on Liens) of the Credit Agreement) without the prior consent of the Collateral Agent; (b) any person levies or attempts to levy any distress, execution or other process against any of the Charged Assets; (c) a resolution is passed or a petition is presented for the winding-up or administration in relation to the Company which is not discharged within 14 days (in the case of a winding-up petition) or 5 days (in the case for an administration order) or in any event before such petition is heard or an order is made for the winding-up, dissolution, administration or other reorganisation of the Company; (d) an Administrator or Receiver is appointed in respect of the Company or any step intended to result in such appointment is taken pursuant to paragraphs 15 or 26 of Schedule B1 of the Insolvency Xxx 0000 in respect of the Company; or (e) any other floating charge created by the Company crystallises for any reason, then the floating charge created by Clause 5.1 (Creation of floating charge) will automatically (with immediate effect and without notice) be converted into a fixed charge as regards all of the assets subject to the floating charge. 5.3 Crystallisation on notice of floating charge (a) on or after the Enforcement Date; (b) if it considers in good faith that any of the Charged Assets are in danger of being seized or sold as a result of any legal process, or are otherwise in jeopardy; or (c) if it reasonably believes that steps likely or intended to lead to the presentation of a petition for the administration or winding-up of or the appointment of an Administrator in respect of the Company are being, or have been, taken, LO\3259731.16 by giving notice in writing to that effect to the Company, convert the floating charge created by Clause 5.1 (Creation of floating charge) into a fixed charge as regards any assets specified in such notice. The conversion shall take effect immediately upon the giving of the notice.

Floating Charge. 5.1 Creation of floating charge (a) The Company charges to the Collateral Agent Secured Party by way of first floating charge with full title guarantee and as a continuing security for the payment and discharge of the Secured Liabilities all of the Company's ’s rights to and title and interest from time to time in the whole of its property, assets (including, without limitation, any Account), undertakings, rights and revenues, whatsoever and wheresoever, present and future, other than any assets validly and effectively charged or 8 assigned (whether at law or in equity) pursuant to Clause Clauses 4.2 (Creation of fixed chargecharge over Collateral Accounts), 4.3 (Creation of fixed charge over Project Licences) or Clause 4.3 4.4 (Assignments). (b) Except as otherwise agreed in writing by the Collateral Agent Secured Party and except as otherwise provided under the Intercreditor Agreement with respect to relative ranking of the security created pursuant subject to the Production Payment Existing Security Documents, the floating charge hereby created ranks in priority to any Security which shall subsequently be created or permitted to arise by the Company or any 13 LO\3259731.16Security created by a Receiver appointed under this Agreement and is a qualifying floating charge for the purposes of paragraph 14 of Schedule B1 to the Insolvency Xxx 0000. (c) Without prejudice to Clause 5.1(a) (Creation of floating charge), the Collateral Agent Secured Party reserves any rights it may have to appoint an administrative receiver on and following the Enforcement Date in accordance with Sections 72B to H (inclusive) of the Insolvency Xxx 0000. 5.2 Automatic crystallisation of floating charge Notwithstanding anything express or implied in this Debenture, and without prejudice to any law which may have similar effect, if:charge (a) the Company creates or attempts to create any Security over all or any of the Charged Assets (save as permitted by section 6.06 (Limitation on Liens) of or contemplated under the Credit Agreement or the Sale and Purchase Agreement) without the prior written consent of the Collateral AgentSecured Party; (b) any person levies or attempts to levy any distress, execution or other process against any of the Charged Assets; (c) a resolution is passed or a petition is presented for the winding-up winding‑up or administration in relation to the Company which is not discharged within 14 days (in the case of a winding-up winding‑up petition) or 5 days (in the case for an administration order) or in any event before such petition is heard or an order is made for the winding-winding up, dissolution, administration or other reorganisation of the Company;; or (d) an Administrator or Receiver is appointed in respect of the Company or any step intended to result in such appointment is taken pursuant to paragraphs 15 or 26 of Schedule B1 of the Insolvency Xxx 0000 Act in respect of the Company; or (e) any other floating charge created by the Company crystallises for any reason, then the floating charge created by Clause 5.1 (Creation of floating charge) will automatically (with immediate effect and without notice) be converted into a fixed charge as regards all of the assets subject to the floating charge. 5.3 Crystallisation on notice of floating charge (a) on or after the Enforcement Date; (b) if it considers in good faith that any of the Charged Assets are in danger of being seized or sold as a result of any legal process, or are otherwise in jeopardy; or (c) if it reasonably believes that steps likely or intended to lead to the presentation of a petition for the administration or winding-up of or the appointment of an Administrator in respect of the Company are being, or have been, taken, LO\3259731.16 by giving notice in writing to that effect to the Company, convert the floating charge created by Clause 5.1 (Creation of floating charge) into a fixed charge as regards any assets specified in such notice. The conversion shall take effect immediately upon the giving of the notice.

Floating Charge. 5.1 Creation of floating charge (a) The Company charges to the Collateral Agent Secured Party by way of first floating charge with full title guarantee and as a continuing security for the payment and discharge of the Secured Liabilities all of the Company's ’s rights to and title and interest from time to time in the whole of its property, assets (including, without limitation, any Account), undertakings, rights and revenues, whatsoever and 8 wheresoever, present and future, other than any assets validly and effectively charged or assigned (whether at law or in equity) pursuant to Clause 4.2 Clauses Error! Reference source not found. (Creation of fixed chargecharge over Collateral Accounts), Error! Reference source not found. (Creation of fixed charge over Project Licences) or Clause 4.3 Error! Reference source not found. (Assignments). (b) Except as otherwise agreed in writing by the Collateral Agent Secured Party and except as otherwise provided under the Intercreditor Agreement with respect to relative ranking of the security created pursuant subject to the Production Payment Existing Security Documents, the floating charge hereby created ranks in priority to any Security which shall subsequently be created or permitted to arise by the Company or any 13 LO\3259731.16Security created by a Receiver appointed under this Agreement and is a qualifying floating charge for the purposes of paragraph 14 of Schedule B1 to the Insolvency Xxx 0000. (c) Without prejudice to Clause 5.1(aError! Reference source not found.Error! Reference source not found. (Creation of floating charge), the Collateral Agent Secured Party reserves any rights it may have to appoint an administrative receiver on and following the Enforcement Date in accordance with Sections 72B to H (inclusive) of the Insolvency Xxx 0000. 5.2 Automatic crystallisation of floating charge Notwithstanding anything express or implied in this DebentureAgreement, and without prejudice to any law which may have similar effect, if: (a) the Company creates or attempts to create any Security over all or any of the Charged Assets (save as permitted by section 6.06 (Limitation on Liens) of or contemplated under the Credit Agreement or the Sale and Purchase Agreement) without the prior written consent of the Collateral AgentSecured Party; (b) any person levies or attempts to levy any distress, execution or other process against any of the Charged Assets; (c) a resolution is passed or a petition is presented for the winding-up winding‑up or administration in relation to the Company which is not discharged within 14 days (in the case of a winding-up winding‑up petition) or 5 days (in the case for an administration order) or in any event before such petition is heard or an order is made for the winding-winding up, dissolution, administration or other reorganisation of the Company;; or (d) an Administrator or Receiver is appointed in respect of the Company or any step intended to result in such appointment is taken pursuant to paragraphs 15 or 26 of Schedule B1 of the Insolvency Xxx 0000 Act in respect of the Company; or (e) any other floating charge created by the Company crystallises for any reason, then the floating charge created by Clause 5.1 Error! Reference source not found. (Creation of floating charge) will automatically (with immediate effect and without notice) be converted into a fixed charge as regards all of the assets subject to the floating charge. 5.3 Crystallisation on notice of floating chargecharge Notwithstanding anything express or implied in this Agreement the Secured Party may at any time: (a) on or after the Enforcement Date; (b) if it considers in good faith that any of the Charged Assets are in danger of being seized or sold as a result of any legal process, or are otherwise in jeopardy; or (c) if it reasonably believes that steps likely or intended to lead to the presentation of a petition for the administration or winding-winding up of or the appointment of an Administrator in respect of the Company are being, or have been, taken, LO\3259731.16 by giving notice in writing to that effect to the Company, convert the floating charge created by Clause 5.1 Error! Reference source not found. (Creation of floating charge) into a fixed charge as regards any assets Charged Assets specified in such notice. The conversion shall take effect immediately upon the giving of the notice.

Floating Charge. 5.1 Creation of floating charge (a) The Company charges to the Collateral Agent by way of first floating charge with full title guarantee and as a continuing security for the payment and discharge of the Secured Liabilities all of the Company's rights to and title and interest from time to time in the whole of its property, assets (including, without limitation, any Account), undertakings, rights and revenues, whatsoever and wheresoever, present and future, other than any assets validly and effectively charged or assigned (whether at law or in equity) pursuant to Clause 4.2 (Creation of fixed charge) or Clause 4.3 (Assignments). (b) Except as otherwise agreed in writing by the Collateral Agent and except as otherwise provided under the Intercreditor Agreement with respect to relative ranking of the security created pursuant to the Production Payment Security Documents, the floating charge hereby created ranks in priority to any Security which shall subsequently be created or permitted to arise by the Company or any 13 LO\3259731.16Security created by a Receiver appointed under this Debenture and is a qualifying floating charge to which paragraph 14 of schedule B1 to the Insolvency Xxx 0000 applies. (c) Without prejudice to Clause 5.1(a), the Collateral Agent reserves any rights it may have to appoint an administrative receiver on and following the Enforcement Date in accordance with Sections 72B to H (inclusive) of the Insolvency Xxx 0000. 5.2 Automatic crystallisation of floating charge Notwithstanding anything express or implied in this Debenture, and without prejudice to any law which may have similar effect, if: (a) the Company creates or attempts to create any Security over all or any of the Charged Assets (save as permitted by section 6.06 (Limitation on Liens) of the Credit Agreement) without the prior consent of the Collateral Agent; (b) any person levies or attempts to levy any distress, execution or other process against any of the Charged Assets; (c) a resolution is passed or a petition is presented for the winding-up or administration in relation to the Company which is not discharged within 14 days (in the case of a winding-up petition) or 5 days (in the case for an administration order) or in any event before such petition is heard or an order is made for the winding-up, dissolution, administration or other reorganisation of the Company; (d) an Administrator or Receiver is appointed in respect of the Company or any step intended to result in such appointment is taken pursuant to paragraphs 15 or 26 of Schedule B1 of the Insolvency Xxx 0000 in respect of the Company; or (e) any other floating charge created by the Company crystallises for any reason, then the floating charge created by Clause 5.1 (Creation of floating charge) will automatically (with immediate effect and without notice) be converted into a fixed charge as regards all of the assets subject to the floating charge. 5.3 Crystallisation on notice of floating charge (a) on or after the Enforcement Date; (b) if it considers in good faith that any of the Charged Assets are in danger of being seized or sold as a result of any legal process, or are otherwise in jeopardy; or (c) if it reasonably believes that steps likely or intended to lead to the presentation of a petition for the administration or winding-up of or the appointment of an Administrator in respect of the Company are being, or have been, taken, LO\3259731.16 by giving notice in writing to that effect to the Company, convert the floating charge created by Clause 5.1 (Creation of floating charge) into a fixed charge as regards any assets specified in such notice. The conversion shall take effect immediately upon the giving of the notice.

Floating Charge. 5.1 Creation of floating charge (a) 3.1.1 The Company charges to the Collateral Agent by way of first floating charge Chargor with full title guarantee charges in favour of the Security Agent (as Security Agent for itself and on behalf of the Secured Parties) as a continuing security for the payment and discharge of the Secured Liabilities by way of first floating charge all of the Company's rights to and title and interest from time to time in the whole of its property, assets (including, without limitation, any Account), undertakings, rights and revenues, whatsoever and wheresoever, present and future, other than any future assets validly and effectively charged or assigned (whether at law or in equity) pursuant to Clause 4.2 (Creation of fixed charge) or Clause 4.3 (Assignments)undertaking. (b) Except as otherwise agreed in writing by the Collateral Agent and except as otherwise provided under the Intercreditor Agreement with respect to relative ranking of the security created pursuant to the Production Payment Security Documents, the floating charge hereby created ranks in priority to any Security which shall subsequently be created or permitted to arise by the Company or any 13 LO\3259731.16 (c) Without prejudice to Clause 5.1(a), the Collateral Agent reserves any rights it may have to appoint an administrative receiver on and following the Enforcement Date in accordance with Sections 72B to H (inclusive) of the Insolvency Xxx 0000. 5.2 Automatic crystallisation of floating charge Notwithstanding anything express or implied in this Debenture, and without prejudice to any law which may have similar effect, if: (a) the Company creates or attempts to create any Security over all or any of the Charged Assets (save as permitted by section 6.06 (Limitation on Liens) of the Credit Agreement) without the prior consent of the Collateral Agent; (b) any person levies or attempts to levy any distress, execution or other process against any of the Charged Assets; (c) a resolution is passed or a petition is presented for the winding-up or administration in relation to the Company which is not discharged within 14 days (in the case of a winding-up petition) or 5 days (in the case for an administration order) or in any event before such petition is heard or an order is made for the winding-up, dissolution, administration or other reorganisation of the Company; (d) an Administrator or Receiver is appointed in respect of the Company or any step intended to result in such appointment is taken pursuant to paragraphs 15 or 26 of Schedule B1 of the Insolvency Xxx 0000 in respect of the Company; or (e) any other floating charge created by the Company crystallises for any reason, then the 3.1.2 The floating charge created by Clause 5.1 3.1.1 above shall be deferred in point of priority to all fixed Security validly and effectively created by the Chargor under the Debt Documents. 3.1.3 Regulation 21 (Creation of floating chargeincluding Regulation 21(2)) will automatically (with immediate effect and without notice) be converted into a fixed charge as regards all of the assets subject Insolvency Regulations applies to the floating charge. 5.3 Crystallisation on notice of floating charge (a) on or after the Enforcement Date; (b) if it considers in good faith that any of the Charged Assets are in danger of being seized or sold as a result of any legal process, or are otherwise in jeopardy; or (c) if it reasonably believes that steps likely or intended to lead to the presentation of a petition for the administration or winding-up of or the appointment of an Administrator in respect of the Company are being, or have been, taken, LO\3259731.16 by giving notice in writing to that effect to the Company, convert the floating charge created pursuant to Clause 3.1.1 above. 3.1.4 The Chargor will, to the extent not prohibited by Clause 5.1 any other Debt Document, be free to deal with, use, dispose, operate, transact business, grant any (Creation other) Permitted Security and take all other action in relation to the Security Assets without reference to, or any requirement for the consent or authority of floating chargeor any requirement for any notice to, any other person, until notified by the Security Agent to the contrary, which notice may only be given by the Security Agent following the occurrence of an Acceleration Event which is continuing, and no term of this Deed shall (or shall be construed to) into a fixed charge as regards prohibit, restrict or condition the Chargor dealing in any manner whatsoever with any Security Asset prior to any such notice being given by the Security Agent. 3.1.5 No notice of any Security over any assets specified expressed to be subject to any floating charge created by this Deed will be given (nor may be required to be given) until the Chargor are requested in such notice. The conversion writing by the Security Agent to do so, which request may only be given by the Security Agent following the occurrence of an Acceleration Event which is continuing. 3.1.6 For the avoidance of any doubt, any Security Asset disposed of (or similar) or over which the Chargor grants any (other) Permitted Security, to the extent not prohibited by any other Debt Document shall take effect immediately upon and automatically fall outside of (and will not be within the giving scope of) the relevant floating charge created by this Deed (and will cease to be part of the noticeSecurity Assets).