Common use of LIQUIDATION AGENT Clause in Contracts

LIQUIDATION AGENT. 14.1.1 The Liquidation Agent shall perform all the functions and duties imposed on the Liquidation Agent as referred to in this Clause 14. 14.1.2 Subject as may otherwise be provided for in the Conditions, the Liquidation Agent may take such steps as it considers appropriate in order to effect any liquidation, including but not limited to selecting the method of liquidating any Collateral Asset. The Liquidation Agent must effect any such liquidation as soon as reasonably practicable within the available timeframe and in a commercially reasonable manner, even where a larger amount could possibly be received in respect of such Collateral Assets if any such liquidation were to be delayed. Subject to such requirement, the Liquidation Agent shall be entitled to effect any liquidation by way of one or multiple transactions on a single or multiple day(s) as it considers appropriate in order to attempt reasonably to maximize the proceeds from such sale taking into account the total amount of Collateral Assets to be sold, repaid, redeemed or terminated. The Liquidation Agent may effect sales of the Collateral Assets (a) on any national securities exchange or quotation service on which the Collateral Assets may be listed or quoted, (b) in the over-the-counter market or (c) in transactions otherwise than on such exchanges or in the over-the-counter market. If (i) the Liquidation Agent is unable to obtain any quotations for the sale of the Collateral Assets or (ii) the Liquidation Agent is offering to buy the Collateral Assets itself for its own account for a price equal to or higher than the best quotation from a third party, the Liquidation Agent may effect sales of the Collateral Assets to itself or to any of its affiliates. The Liquidation Agent shall not be required to effect such sale by the publication of any listing particulars, prospectus or investment advertisement or the giving of any representations, warranties, indemnities or similar assurances. 14.1.3 The Liquidation Agent shall not be liable (i) to account for anything except, subject to Clause 14 hereof, the actual net proceeds of the sale of the Collateral Assets received by it (if any) or (ii) for any taxes, fees, commissions, costs, charges, losses, damages, liabilities or expenses arising from or connected with the sale or otherwise unless such taxes, fees, commissions, costs, charges, losses, damages, liabilities or expenses shall be caused by its own fraud or wilful default. Nor shall the Liquidation Agent be liable to MBFL, the Guarantor, the Securityholders, the Security Trustee, the Counterparty or any other person merely because a higher price could have been obtained had the sale or other realisation been delayed or had the Liquidation Agent selected a different method of liquidating any such Collateral Assets. In addition the Liquidation Agent shall not be obliged to pay to MBFL, the Guarantor, the Securityholders, the Security Trustee, the Counterparty or any other person interest on any proceeds from the sale or other realisation held by it at any time. 14.1.4 If the net proceeds from the sale of the Collateral Assets are in a currency other than the Specified Currency of the relevant Series, the Liquidation Agent shall, subject to the terms of the Charged Agreement(s), convert such net proceeds into the Specified Currency of the relevant Series as soon as practicable upon receipt thereof at such spot foreign exchange rate as the Liquidation Agent determines (in its sole and absolute discretion) is available to it at such time. 14.1.5 The Liquidation Agent shall not be liable to effect a liquidation of any of the Collateral Assets if it determines, in its sole and absolute discretion, that any such liquidation of some or all of the Collateral Assets in accordance with this paragraph would or might require or result in a violation of any applicable law or regulation of the jurisdiction in which MBFL is domiciled or any other relevant jurisdiction, including any insolvency prohibition or moratorium on the disposal of assets, or that for any other reason it is not possible for it to dispose of the Collateral Assets in question (even at zero), and the Liquidation Agent notifies MBFL and the Security Trustee of the same. 14.1.6 Upon the Security Trustee notifying the Liquidation Agent that it has taken or will take any steps to enforce the security for the Secured Securities, the Liquidation Agent shall cease to effect any further liquidation of any Collateral Assets and shall take no further action to liquidate any Collateral Assets, save that any transaction entered into in connection with the liquidation on or prior to the effective date of any such notice shall be settled and the Liquidation Agent shall take any steps and actions necessary to settle such transaction and/or which is incidental thereto. 14.1.7 The Liquidation Agent may delegate, on such terms as it acting in its sole and absolute discretion considers appropriate, its role as Liquidation Agent to any one or more of its affiliates, provided, however, that the Liquidation Agent shall have all the rights, and be subject to all the obligations and liabilities, which are applicable to the Liquidation Agent as if the actions and omissions of such delegate(s) were actions and omissions of the Liquidation Agent. 14.1.8 The Liquidation Agent may enter into any contracts or any other transactions or arrangements with any of MBFL, the Guarantor, the Collateral Asset(s) Obligor, the Security Trustee, the Custodian, any Counterparty, any Securityholder or any affiliate of any of them (whether in relation to the Secured Securities, the Collateral Asset(s) the security for the Secured Securities or any other transaction or obligation whatsoever) and may hold or deal in or be a party to the assets, obligations or agreements of which the relevant Collateral forms a part and other assets, obligations or agreements of any Collateral Asset(s) Obligor in respect of the Collateral. The Liquidation Agent shall not be required to disclose any such contract, transaction or arrangement to any Securityholder or the Collateral Asset(s) Obligor, the Security Trustee, the Custodian, any Counterparty or any other party and shall be in no way accountable to MBFL, the Guarantor or (save as otherwise provided in this Agreement and the Conditions) to any Securityholder, or the Collateral Asset(s) Obligor, the Security Trustee, the Custodian, any Counterparty or any other party for any profits or benefits arising from any such contract(s), transaction(s) or arrangement(s) and shall resolve any conflict of interest arising out of or in relation thereto in such manner as it deems appropriate, in its sole and absolute discretion.

LIQUIDATION AGENT. 14.1.1 15.1.1 The Liquidation Agent shall perform all the functions and duties imposed on the Liquidation Agent as referred to in this Clause 1415. 14.1.2 15.1.2 Subject as may otherwise be provided for in the Conditions, the Liquidation Agent may take such steps as it considers appropriate in order to effect any liquidation, including but not limited to selecting the method of liquidating any Collateral Asset. The Liquidation Agent must effect any such liquidation as soon as reasonably practicable within the available timeframe and in a commercially reasonable manner, even where a larger amount could possibly be received in respect of such Collateral Assets if any such liquidation were to be delayed. Subject to such requirement, the Liquidation Agent shall be entitled to effect any liquidation by way of one or multiple transactions on a single or multiple day(s) as it considers appropriate in order to attempt reasonably to maximize the proceeds from such sale taking into account the total amount of Collateral Assets to be sold, repaid, redeemed or terminated. The Liquidation Agent may effect sales of the Collateral Assets (a) on any national securities exchange or quotation service on which the Collateral Assets may be listed or quoted, (b) in the over-the-counter market or (c) in transactions otherwise than on such exchanges or in the over-the-counter market. If (i) the Liquidation Agent is unable to obtain any quotations for the sale of the Collateral Assets or (ii) the Liquidation Agent is offering to buy the Collateral Assets itself for its own account for a price equal to or higher than the best quotation from a third party, the Liquidation Agent may effect sales of the Collateral Assets to itself or to any of its affiliates. The Liquidation Agent shall not be required to effect such sale by the publication of any listing particulars, prospectus or investment advertisement or the giving of any representations, warranties, indemnities or similar assurances. 14.1.3 15.1.3 The Liquidation Agent shall not be liable (i) to account for anything except, subject to Clause 14 15 hereof, the actual net proceeds of the sale of the Collateral Assets received by it (if any) or (ii) for any taxes, fees, commissions, costs, charges, losses, damages, liabilities or expenses arising from or connected with the sale or otherwise unless such taxes, fees, commissions, costs, charges, losses, damages, liabilities or expenses shall be caused by its own fraud or wilful default. Nor shall the Liquidation Agent be liable to MBFL, the Guarantor, the SecurityholdersNoteholders, the Security Trustee, the Counterparty or any other person merely because a higher price could have been obtained had the sale or other realisation been delayed or had the Liquidation Agent selected a different method of liquidating any such Collateral Assets. In addition the Liquidation Agent shall not be obliged to pay to MBFL, the Guarantor, the SecurityholdersNoteholders, the Security Trustee, the Counterparty or any other person interest on any proceeds from the sale or other realisation held by it at any time. 14.1.4 15.1.4 If the net proceeds from the sale of the Collateral Assets are in a currency other than the Specified Currency of the relevant Series, the Liquidation Agent shall, subject to the terms of the Charged Agreement(s), convert such net proceeds into the Specified Currency of the relevant Series as soon as practicable upon receipt thereof at such spot foreign exchange rate as the Liquidation Agent determines (in its sole and absolute discretion) is available to it at such time. 14.1.5 15.1.5 The Liquidation Agent shall not be liable to effect a liquidation of any of the Collateral Assets if it determines, in its sole and absolute discretion, that any such liquidation of some or all of the Collateral Assets in accordance with this paragraph would or might require or result in a violation of any applicable law or regulation of the jurisdiction in which MBFL is domiciled or any other relevant jurisdiction, including any insolvency prohibition or moratorium on the disposal of assets, or that for any other reason it is not possible for it to dispose of the Collateral Assets in question (even at zero), and the Liquidation Agent notifies MBFL and the Security Trustee of the same. 14.1.6 15.1.6 Upon the Security Trustee notifying the Liquidation Agent that it has taken or will take any steps to enforce the security for the Secured SecuritiesNotes, the Liquidation Agent shall cease to effect any further liquidation of any Collateral Assets and shall take no further action to liquidate any Collateral Assets, save that any transaction entered into in connection with the liquidation on or prior to the effective date of any such notice shall be settled and the Liquidation Agent shall take any steps and actions necessary to settle such transaction and/or which is incidental thereto. 14.1.7 15.1.7 The Liquidation Agent may delegate, on such terms as it acting in its sole and absolute discretion considers appropriate, its role as Liquidation Agent to any one or more of its affiliates, provided, however, that the Liquidation Agent shall have all the rights, and be subject to all the obligations and liabilities, which are applicable to the Liquidation Agent as if the actions and omissions of such delegate(s) were actions and omissions of the Liquidation Agent. 14.1.8 15.1.8 The Liquidation Agent may enter into any contracts or any other transactions or arrangements with any of MBFL, the Guarantor, the Collateral Asset(s) Obligor, the Security Trustee, the Custodian, any Counterparty, any Securityholder Noteholder or any affiliate of any of them (whether in relation to the Secured SecuritiesNotes, the Collateral Asset(s) the security for the Secured Securities Notes or any other transaction or obligation whatsoever) and may hold or deal in or be a party to the assets, obligations or agreements of which the relevant Collateral forms a part and other assets, obligations or agreements of any Collateral Asset(s) Obligor in respect of the Collateral. The Liquidation Agent shall not be required to disclose any such contract, transaction or arrangement to any Securityholder Noteholder or the Collateral Asset(s) Obligor, the Security Trustee, the Custodian, any Counterparty or any other party and shall be in no way accountable to MBFL, the Guarantor or (save as otherwise provided in this Agreement and the Conditions) to any SecurityholderNoteholder, or the Collateral Asset(s) Obligor, the Security Trustee, the Custodian, any Counterparty or any other party for any profits or benefits arising from any such contract(s), transaction(s) or arrangement(s) and shall resolve any conflict of interest arising out of or in relation thereto in such manner as it deems appropriate, in its sole and absolute discretion.

LIQUIDATION AGENT. 14.1.1 The Liquidation Agent shall perform all the functions and duties imposed on the Liquidation Agent as referred to in this Clause 14. 14.1.2 Subject as may otherwise be provided for in the Conditions, the Liquidation Agent may take such steps as it considers appropriate in order to effect any liquidation, including but not limited to selecting the method of liquidating any Collateral Asset. The Liquidation Agent must effect any such liquidation as soon as reasonably practicable within the available timeframe and in a commercially reasonable manner, even where a larger amount could possibly be received in respect of such Collateral Assets if any such liquidation were to be delayed. Subject to such requirement, the Liquidation Agent shall be entitled to effect any liquidation by way of one or multiple transactions on a single or multiple day(s) as it considers appropriate in order to attempt reasonably to maximize the proceeds from such sale taking into account the total amount of Collateral Assets to be sold, repaid, redeemed or terminated. The Liquidation Agent may effect sales of the Collateral Assets (a) on any national securities exchange or quotation service on which the Collateral Assets may be listed or quoted, (b) in the over-the-counter market or (c) in transactions otherwise than on such exchanges or in the over-the-counter market. If If (i) the Liquidation Agent is unable to obtain any quotations for the sale of the Collateral Assets or (ii) the Liquidation Agent is offering to buy the Collateral Assets itself for its own account for a price equal to or higher than the best quotation from a third party, the Liquidation Agent may effect sales of the Collateral Assets to itself or to any of its affiliates. The Liquidation Agent shall not be required to effect such sale by the publication of any listing particulars, prospectus or investment advertisement or the giving of any representations, warranties, indemnities or similar assurances. 14.1.3 The Liquidation Agent shall not be liable (i) to account for anything except, subject to Clause 14 hereof, the actual net proceeds of the sale of the Collateral Assets received by it (if any) or (ii) for any taxes, fees, commissions, costs, charges, losses, damages, liabilities or expenses arising from or connected with the sale or otherwise unless such taxes, fees, commissions, costs, charges, losses, damages, liabilities or expenses shall be caused by its own fraud or wilful default. Nor shall the Liquidation Agent be liable to MBFL, the Guarantor, the Securityholders, the Security Trustee, the Counterparty or any other person merely because a higher price could have been obtained had the sale or other realisation been delayed or had the Liquidation Agent selected a different method of liquidating any such Collateral Assets. In addition the Liquidation Agent shall not be obliged to pay to MBFL, the Guarantor, the Securityholders, the Security Trustee, the Counterparty or any other person interest on any proceeds from the sale or other realisation held by it at any time. 14.1.4 If the net proceeds from the sale of the Collateral Assets are in a currency other than the Specified Currency of the relevant Series, the Liquidation Agent shall, subject to the terms of the Charged Agreement(s), convert such net proceeds into the Specified Currency of the relevant Series as soon as practicable upon receipt thereof at such spot foreign exchange rate as the Liquidation Agent determines (in its sole and absolute discretion) is available to it at such time. 14.1.5 The Liquidation Agent shall not be liable to effect a liquidation of any of the Collateral Assets if it determines, in its sole and absolute discretion, that any such liquidation of some or all of the Collateral Assets in accordance with this paragraph would or might require or result in a violation of any applicable law or regulation of the jurisdiction in which MBFL is domiciled or any other relevant jurisdiction, including any insolvency prohibition or moratorium on the disposal of assets, or that for any other reason it is not possible for it to dispose of the Collateral Assets in question (even at zero), and the Liquidation Agent notifies MBFL and the Security Trustee of the same. 14.1.6 Upon the Security Trustee notifying the Liquidation Agent that it has taken or will take any steps to enforce the security for the Secured Securities, the Liquidation Agent shall cease to effect any further liquidation of any Collateral Assets and shall take no further action to liquidate any Collateral Assets, save that any transaction entered into in connection with the liquidation on or prior to the effective date of any such notice shall be settled and the Liquidation Agent shall take any steps and actions necessary to settle such transaction and/or which is incidental thereto. 14.1.7 The Liquidation Agent may delegate, on such terms as it acting in its sole and absolute discretion considers appropriate, its role as Liquidation Agent to any one or more of its affiliates, provided, however, that the Liquidation Agent shall have all the rights, and be subject to all the obligations and liabilities, which are applicable to the Liquidation Agent as if the actions and omissions of such delegate(s) were actions and omissions of the Liquidation Agent. 14.1.8 The Liquidation Agent may enter into any contracts or any other transactions or arrangements with any of MBFL, the Guarantor, the Collateral Asset(s) Obligor, the Security Trustee, the Custodian, any Counterparty, any Securityholder or any affiliate of any of them (whether in relation to the Secured Securities, the Collateral Asset(s) the security for the Secured Securities or any other transaction or obligation whatsoever) and may hold or deal in or be a party to the assets, obligations or agreements of which the relevant Collateral forms a part and other assets, obligations or agreements of any Collateral Asset(s) Obligor in respect of the Collateral. The Liquidation Agent shall not be required to disclose any such contract, transaction or arrangement to any Securityholder or the Collateral Asset(s) Obligor, the Security Trustee, the Custodian, any Counterparty or any other party and shall be in no way accountable to MBFL, the Guarantor or (save as otherwise provided in this Agreement and the Conditions) to any Securityholder, or the Collateral Asset(s) Obligor, the Security Trustee, the Custodian, any Counterparty or any other party for any profits or benefits arising from any such contract(s), transaction(s) or arrangement(s) and shall resolve any conflict of interest arising out of or in relation thereto in such manner as it deems appropriate, in its sole and absolute discretion.