Common use of DISSOLUTION EVENTS WITH RESPECT TO THE DEPOSITOR Clause in Contracts

DISSOLUTION EVENTS WITH RESPECT TO THE DEPOSITOR. In the event that a Dissolution Event shall occur with respect to the Depositor, the Owner Trustee promptly upon obtaining knowledge of such occurrence shall request an opinion of counsel from counsel acceptable to the Security Insurer to the effect that a failure to terminate the Trust upon the occurrence of such Dissolution Event (and the transfer, if any, of the interest in the Trust held by the Depositor) will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes. In the event that the Owner Trustee is unable to obtain such an opinion the Trust will terminate within 90 days after the occurrence of the Dissolution Event with respect to the Depositor. Promptly after the occurrence of the event referred to above, (i) the Depositor shall give the Indenture Trustee, the Owner Trustee and the Security Insurer written notice of the occurrence of such event, (ii) the Owner Trustee shall, upon the receipt of such written notice, give prompt written notice to the Indenture Trustee of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of the occurrence of such event from the Owner Trustee or the Seller, give prompt written notice to the Noteholders of the occurrence of such event; PROVIDED, HOWEVER, that any failure to give a notice required by this sentence shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 8.2. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee to sell the assets of the Trust (other than the Trust Accounts) at one or more private or public sales conducted in any manner permitted by law. The proceeds of such a sale of the assets of the Trust shall be distributed as provided in Section 9.1(b) of the Sale and Servicing Agreement.

DISSOLUTION EVENTS WITH RESPECT TO THE DEPOSITOR. In the event that a Dissolution Event shall occur with respect to the Depositor, the Owner Trustee promptly upon obtaining knowledge of such occurrence shall request an opinion of counsel from counsel acceptable to the Security Insurer to the effect that a failure to terminate the Trust upon the occurrence of such Dissolution Event (and the transfer, if any, of the interest in the Trust held by the Depositor) will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes. In the event that the Owner Trustee is unable to obtain such an opinion the Trust will terminate within 90 days after the occurrence of the Dissolution Event with respect to the Depositor. Promptly after the occurrence of the event referred to above, (i) the Depositor shall give the Indenture Trustee, the Owner Trustee and the Security Insurer written notice of the occurrence of such event, (ii) the Owner Trustee shall, upon the receipt of such written notice, give prompt written notice to the Indenture Trustee of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of the occurrence of such event from the Owner Trustee or the Seller, give prompt written notice to the Noteholders of the occurrence of such event; PROVIDED, HOWEVER, that any failure to give a notice required by this sentence shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 8.2. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee to sell the assets of the Trust (other than the Trust Accounts) at one or more private or public sales conducted in any manner permitted by law. The proceeds of such a sale of the assets of the Trust shall be distributed as provided in Section 9.1(b8.1(b) of the Sale and Servicing Agreement.