Common use of Termination; winding up Clause in Contracts

Termination; winding up. (a) (Realisation of Assets) Subject to this clause 3 and to the Transaction Documents, immediately following the Termination Date of a Trust the Trustee in consultation with the Manager or the Beneficiary, to the extent either has title to the Assets of the relevant Trust following that Termination Date, must: (i) sell and realise the Assets of that Trust (having obtained appropriate expert advice prior to the sale of any Receivable or Receivable Security); and (ii) so far as reasonably practicable and reasonably commercially viable, and subject to this clause, complete the sale within 180 days after the Termination Date for that Trust. (b) (First right of refusal) Where an Approved Seller has a first right of refusal in relation to those Receivables or Receivable Securities under clause 12.9(c), the Trustee or the Beneficiary (as the case may be) must comply with that clause 12.9(c). Page (21) Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (c) (Sale within 180 days) During the 180 day period after the Termination Date of a Trust, the Trustee or the Beneficiary (as the case may be) must not (subject to paragraph (d)) and the Manager must not direct it to, sell any Receivables and the related Receivable Rights for an amount less than: (i) in the case of performing Receivables, their Unpaid Balance; or (ii) in the case of non-performing Receivables, their Fair Market Value. (d) (Performing Receivables) Notwithstanding paragraph (c)(i), the Trustee or the Beneficiary (as the case may be) may not, and the Manager must not direct it to, at any time sell any performing Receivable for less than its Fair Market Value without the consent of an Extraordinary Resolution of the relevant Noteholders. Any purported sale without that approval will be ineffective. (e) (Sale at less than Unpaid Balance) The Trustee or the Beneficiary (as the case may be) must not, and the Manager must not direct it to, sell any performing Receivable and the related Receivable Rights for less than the Unpaid Balance of the performing Receivable unless: (i) if the Invested Amount of each Note is greater than zero, the Noteholders have consented to such sale by Extraordinary Resolution; or (ii) if the Invested Amount of each Note is zero, the relevant Beneficiary consents. (f) (Procedures before winding up) The provisions of this Deed will continue to apply to a Trust for the period between the Termination Date of that Trust and the date on which the Assets of that Trust have been realised and distributed, notwithstanding the occurrence of the Termination Date. (g) (Expenses) Subject to the Security Trust Deed, the Manager must direct the Trustee or the Beneficiary (as the case may be) to, and the Trustee or the Beneficiary (as the case may be) must, pay or provide for all Taxes, Expenses, claims and demands due or incurred, or which the Trustee or the Beneficiary (as the case may be) believes should be provided for, in connection with or arising out of the administration or winding up of any Trust, including the fees of any consultants or advisers employed in connection with the administration or winding up of the Trust. (h) (Distribution) The Manager shall direct the Trustee or the Beneficiary (as the case may be) to distribute the proceeds of realisation of the Assets of a Trust (after deducting the amounts paid or provided for under paragraph (g)) in accordance with the cashflow allocation methodology set out in the relevant Supplementary Terms Notice and in accordance with any directions given to it by the Manager. The Trustee or the Beneficiary (as the case may be) shall comply with that direction. (i) (Beneficiary) If all Notes relating to a Trust have been fully and finally redeemed and the Creditors paid in full, the Trustee must at the direction of the Manager distribute all or part of the Assets to the relevant Beneficiary in specie (without recourse to the Trustee or the Beneficiary (as the case may be) and without any representation or warranty by the Trustee or the Beneficiary (as the case may be)). (j) (Performing/non-performing) The Servicer is to determine, in consultation with the Trustee or the Beneficiary (as the case may be) (acting on appropriate expert advice), whether a Receivable is performing or non-performing for the purposes of this clause 3.5.

Termination; winding up. (a) (Realisation of Assets) Subject to this clause 3 and to the Transaction Documents, immediately following the Termination Date of a Trust the Trustee in consultation with the Trust Manager or the Beneficiary, to the extent either has title to the Assets of the relevant Trust following that Termination Date, must: (i) sell and realise the Assets of that Trust (having obtained appropriate expert advice prior to the sale of any Receivable or Receivable Security); and (ii) so far as reasonably practicable and reasonably commercially viable, and subject to this clause, complete the sale within 180 days after the Termination Date for that Trust. (b) (First right of refusal) Where an Approved Seller has a first right of refusal in relation to those Receivables or Receivable Securities under clause 12.9(c8.9(c), the Trustee or the Beneficiary (as the case may be) must comply with that clause 12.9(c8.9(c). Page (21) Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------. (c) (Sale within 180 days) During the 180 day period after the Termination Date of a Trust, the Trustee or the Beneficiary (as the case may be) must not (subject to paragraph (d)) and the Manager must not direct it to, sell any Receivables and the related Receivable Rights for an amount less than: (i) in the case of performing Receivables, their Unpaid Balance; or or (ii) in the case of non-performing Receivables, their Fair Market Value. (d) (Performing Receivables) Notwithstanding paragraph (c)(i), the Trustee or the Beneficiary (as the case may be) may not, and the Manager must not direct it to, at any time sell any performing Receivable for less than its Fair Market Value without the consent of an Extraordinary Resolution of the relevant Noteholders. Any purported sale without that approval will be ineffective. (e) (Sale at less than Unpaid Balance) The Trustee or the Beneficiary (as the case may be) must not, and the Manager must not direct it to, sell any performing Receivable and the related Receivable Rights for less than the Unpaid Balance of the performing Receivable unless: (i) if the Invested Amount of each Note is greater than zero, the Noteholders (including the holder of the Seller Note) have consented to such sale by Extraordinary Resolution; or (ii) if the Invested Amount of each Note is zero, the relevant Beneficiary consents. (f) (Procedures before winding up) The provisions of this Deed deed will continue to apply to a Trust for the period between the Termination Date of that Trust and the date on which the Assets of that Trust have been realised and distributed, notwithstanding the occurrence of the Termination Date. (g) (Expenses) Subject to the Security The Trust Deed, the Manager must direct the Trustee or the Beneficiary (as the case may be) to, and the Trustee or the Beneficiary (as the case may be) must, pay or provide for all Taxes, Expenses, claims and demands due or incurred, or which the Trustee or the Beneficiary (as the case may be) believes should be provided for, in connection with or arising out of the administration or winding up of any Trust, including the fees of any consultants or advisers employed in connection with the administration or winding up of the Trust. (h) (Distribution) The Trust Manager shall direct the Trustee or the Beneficiary (as the case may be) to distribute the proceeds of realisation of the Assets of a Trust (after deducting the amounts paid or provided for under paragraph (g)) in accordance with the cashflow allocation methodology set out in the relevant Supplementary Terms Series Notice and in accordance with any directions given to it by the Trust Manager. The Trustee or the Beneficiary (as the case may be) shall comply with that direction. (i) (Beneficiary) If all Notes relating to a Trust have been fully and finally redeemed and the Creditors paid in full, the Trustee must at the direction of the Manager may distribute all or part of the Assets to the relevant Beneficiary in specie (without recourse to the Trustee or the Beneficiary (as the case may be) and without any representation or warranty by the Trustee or the Beneficiary (as the case may be)Trustee). (j) (Performing/non-performingpeforming) The Servicer is to determine, in consultation with the Trustee or the Beneficiary (as the case may be) (acting on appropriate expert advice), determine whether a Receivable is performing or non-performing for the purposes of this clause 3.5.