Common use of Dissolution upon Bankruptcy of the Company Clause in Contracts

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof, to the effect that each such party disapproves of the liquidation of the Receivables and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the termination of the Trust pursuant to the first sentence of this Section 9.02. Upon termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) from Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof), to the effect that each such party disapproves of the liquidation of the Receivables Mortgage Loans and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee Trustee, of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) and, on behalf of the Company, in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Company. (a) In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: from (a) Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof, to the effect that each such party disapproves of the liquidation of the Receivables Underlying Securities and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the termination of the Trust pursuant to the first sentence of this Section 9.02. Upon termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing this Agreement.

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: from (a) Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof, to the effect that each such party disapproves of the liquidation of the Receivables and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the termination of the Trust pursuant to the first sentence of this Section 9.02. Upon termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, the Trust will terminate unless within 90 days after the date occurrence of such Insolvency Event, unless, before (i) the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) Holders of Trust Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including agree in writing to continue the Certificate Balance business of the Trust Certificates held by and to the Company) appointment of a Person to hold the Company Trust Certificate and to assume the liabilities incident thereto, and (bii) Holders (as defined in the Indenture) Owner Trustee requests and obtains the opinion of counsel from counsel acceptable to the Notes representing more than 50% of the Outstanding Amount thereof, Insurer to the effect that each a failure to terminate the Trust upon the occurrence of such party disapproves Insolvency Event (and the transfer, if any, of the liquidation Company Trust Certificate), in light of the Receivables and termination vote of the TrustHolders of Trust Certificates referred to in subparagraph (i) above, will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal or California income tax purposes. Promptly after the occurrence of any Insolvency Event with respect to the Company, (Aa) the Company shall give the Insurer, the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (Bb) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders Certificateholders, the Insurer and the Indenture Trustee Trustee, of the occurrence of such event and (Cc) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02Section. Upon Following a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts Certificate Policy and the Certificate Distribution AccountTrust Accounts) at one or more private or public sales conducted in a commercially reasonable any manner and on commercially reasonable termspermitted by law. The proceeds of each such a sale of the assets of the Trust shall be treated as collections made Net Collections under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Company. (i) In the event that an Insolvency Event shall occur with respect to the CompanyCompany when there is a Securities Insurer Default subsisting, this Agreement shall be terminated in accordance with Section 9.01, 9.1 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: from (a) Holders each of Certificates the Owners (other than the Company) representing more than 50% of the Certificate Principal Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof, to the effect that each such party disapproves Percentage Interest of the liquidation Residual Interest (not including the Certificate Principal Balance of the Receivables Certificates held by the Company), and termination (b) an Opinion of the TrustCounsel described in Section 9.2(ii). Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders Owners (other than the Company) and the Indenture Trustee Trustee, of the occurrence of such event event, and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, give prompt written notice to the Noteholders and Securities Insurer 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, the a termination of the Trust pursuant to the first sentence of this Section 9.029.2. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement. (ii) If an Insolvency Event occurs when the Insurance Agreement shall be in effect and there is no Securities Insurer Default existing, then the Owner Trustee shall retain for the benefit of the Certificateholders and the Securities Insurer, all remedies available at law or under this Agreement and none of the liens or security interests granted by the Trust shall be extinguished, released, terminated or impaired by such Insolvency Event; but rather, such liens and security interests shall continue to encumber the Owner Trust Estate until all principal and interest on the Certificates is paid in full and any other amounts required to be distributed by the Trust under this Agreement have been so distributed. In any case however, subject to the following, upon the occurrence of an Insolvency Event, the Owner Trust Estate held under this Agreement shall be sold within 90 days of the occurrence of such event and the proceeds of such sale distributed in accordance with the provisions of Article 5 of this Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not terminate and the assets shall not be sold upon the occurrence of an Insolvency Event, if within ninety (90) days of such Insolvency Event the holders of a majority in Percentage Interest of the Certificates and a majority in Percentage Interest of the Residual Interest (in each case exclusive of the FRH Certificates) and the Securities Insurer agree that this Agreement shall not so terminate and the Owner Trustee and the Securities Insurer shall receive an opinion of counsel to the Trust from counsel acceptable to the Securities Insurer, to the effect that the entity created or reconstituted under this Agreement, if any, would not be characterized as an association taxable as a corporation for federal and state income tax purposes. If authorization to continue this Agreement is not received and the Insurance Agreement is still in effect, and provided that the Owner Trustee and the Securities Insurer shall have received an opinion of counsel to the Trust from counsel acceptable to the Securities Insurer to the effect that the actions described in this sentence, if consummated, shall not cause the Trust to be characterized as an association taxable as a corporation for federal and state income tax purposes, the assets shall not be sold, but the Owner Trustee shall adopt a plan of dissolution, acceptable to the Securities Insurer, to make collections on the Owner Trust Estate for distribution in accordance with the terms and priority of payment which would apply under the provisions of the Basic Documents. Any party hereto who has actual knowledge of the occurrence of an Insolvency Event shall immediately notify the Securities Insurer of such occurrence.

Dissolution upon Bankruptcy of the Company. In the event ------------------------------------------- that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) from Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof), to the effect that each such party disapproves of the liquidation of the Receivables Mortgage Loans and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee Trustee, of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, give prompt written notice to the Noteholders of the occurrence of such event; provided, however, provided that any failure to give a notice required by this sentence shall not -------- prevent or delay, in any manner, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) and, on behalf of the Company, in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Master Servicing Agreement.

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 and the Trust shall dissolve 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Eligible Lender Trustee shall have received written instructions from: from (a) Holders of Certificates Certificateholders (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance principal amount of the Trust Certificates held by the Company) and ), (b) Holders (as defined in the Indenture) Noteholders of the Class A-1 Notes representing more than 50% of the Outstanding Amount thereofof the Class A-1 Notes and (c) Noteholders of Class A-2 Notes representing more than 50% of the Outstanding Amount of the Class A-2 Notes, to the effect that each such party disapproves of the liquidation of the Receivables Financed Student Loans and termination of the Trust, in which event the Trust shall continue in accordance with the Basic Documents. Promptly after the occurrence of any Insolvency Event with respect to the Company, (Ai) the Company shall give the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee Rating Agencies written notice of such Insolvency Event, (Bii) the Owner Eligible Lender Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee Trustee, of the occurrence of such event and (Ciii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Eligible Lender Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution AccountAccounts) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale Master Servicing Agreement and Servicing the Administration Agreement.

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 90 9.01 ___ days after the date of such Insolvency Event, unless, before the end of such 90-day ___-day period, the Owner Trustee shall have received written instructions from: from (a) Holders of Certificates (other than the Company) representing more than 50___% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50___% of the Outstanding Amount thereofof the Class (____) Notes, to the effect that each such party disapproves of the liquidation of the Receivables Mortgage Loans and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee Trustee, of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) and, on behalf of the Company, in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Company. (i) In the ------------------------------------------ event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: from (a) Holders each of Certificates the Owners (other than the Company) representing more than 50% of the aggregate Class Certificate Balance (not including the Certificate Principal Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereofPercentage Interest of the Residual Interest (not including the principal balance of the Certificates and the Residual Interest Instrument held by the Company), and (b) an Opinion of Counsel to the effect that each such party disapproves for federal income tax purposes the continuation of the liquidation of Trust pursuant to such instructions will not cause the Receivables and termination of the TrustTrust to be taxable as a corporation. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders Owners (other than the Company) and the Indenture Trustee Trustee, of the occurrence of such event event, and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement.ARTICLE X

Dissolution upon Bankruptcy of the Company. In the event ------------------------------------------ that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: from (a) Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof, to the effect that each such party disapproves of the liquidation of the Receivables and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the termination of the Trust pursuant to the first sentence of this Section 9.02. Upon termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Company. In the event ------------------------------------------ that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) from Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof), to the effect that each such party disapproves of the liquidation of the Receivables Mortgage Loans and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee Trustee, of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) and, on behalf of the Company, in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, the Trust will terminate unless within 90 days after the date occurrence of such Insolvency Event, unless, before (i) the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) Holders of Trust Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including agree in writing to continue the Certificate Balance business of the Trust Certificates held by and to the Company) appointment of a Person to hold the Company Trust Certificate and to assume the liabilities incident thereto, and (bii) Holders (as defined in the Indenture) Owner Trustee requests and obtains the opinion of counsel from counsel acceptable to the Notes representing more than 50% of the Outstanding Amount thereof, Insurer to the effect that each a failure to terminate the Trust upon the occurrence of such party disapproves Insolvency Event (and the transfer, if any, of the liquidation Company Trust Certificate), in light of the Receivables and termination vote of the TrustHolders of Trust Certificates referred to in subparagraph (i) above, will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal or California income tax purposes. Promptly after the occurrence of any Insolvency Event with respect to the Company, (Aa) the Company shall give the Insurer, the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (Bb) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders Certificateholders, the Insurer and the Indenture Trustee Trustee, of the occurrence of such event and (Cc) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon Following a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts Certificate Policy and the Certificate Distribution AccountTrust Accounts) at one or more private or public sales conducted in a commercially reasonable any manner and on commercially reasonable termspermitted by law. The proceeds of each such a sale of the assets of the Trust shall be treated as collections made Net Collections under the Sale and Servicing Agreement.. 31 37 ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) from Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof), to the effect that each such party disapproves of the liquidation of the Receivables Mortgage Loans and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee Trustee, of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, give prompt written notice to the Noteholders of the occurrence of such event; providedPROVIDED, howeverHOWEVER, that any failure to give a notice required by this sentence shall not prevent or delay, in any manner, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) and, on behalf of the Company, in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Master Servicing Agreement.

Dissolution upon Bankruptcy of the Company. (i) In the event that an Insolvency Event shall occur with respect to the CompanyCompany when there is a Securities Insurer Default subsisting, this Agreement shall be terminated in accordance with Section 9.01, 9.1 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: from (a) Holders each of Certificates the Owners (other than the Company) representing more than 50% of the Certificate Principal Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof, to the effect that each such party disapproves Percentage Interest of the liquidation Residual Interest (not including the Certificate Principal Balance of the Receivables Certificates held by the Company), and termination (b) an Opinion of the TrustCounsel described in Section 9.2(ii). Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders Owners (other than the Company) and the Indenture Trustee Trustee, of the occurrence of such event event, and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, give prompt written notice to the Noteholders [and Securities Insurer] 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, the a termination of the Trust pursuant to the first sentence of this Section 9.029.2. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement. (ii) If an Insolvency Event occurs when the Insurance Agreement shall be in effect and there is no [Securities Insurer Default] existing, then the Owner Trustee shall retain for the benefit of the Certificateholders [and the Securities Insurer], all remedies available at law or under this Agreement and none of the liens or security interests granted by the Trust shall be extinguished, released, terminated or impaired by such Insolvency Event; but rather, such liens and security interests shall continue to encumber the Owner Trust Estate until all principal and interest on the Certificates is paid in full and any other amounts required to be distributed by the Trust under this Agreement have been so distributed. In any case however, subject to the following, upon the occurrence of an Insolvency Event, the Owner Trust Estate held under this Agreement shall be sold within 90 days of the occurrence of such event and the proceeds of such sale distributed in accordance with the provisions of Article 5 of this Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not terminate and the assets shall not be sold upon the occurrence of an Insolvency Event, if within ninety (90) days of such Insolvency Event the holders of a majority in Percentage Interest of the Certificates and a majority in Percentage Interest of the Residual Interest (in each case exclusive of the Company Certificates) [and the Securities Insurer] agree that this Agreement shall not so terminate and the Owner Trustee [and the Securities Insurer] shall receive an opinion of counsel to the Trust from counsel acceptable to the [Securities Insurer], to the effect that the entity created or reconstituted under this Agreement, if any, would not be characterized as an association taxable as a corporation for federal and state income tax purposes. If authorization to continue this Agreement is not received [and the Insurance Agreement is still in effect], and provided that the Owner Trustee [and the Securities Insurer] shall have received an opinion of counsel to the Trust from counsel acceptable to [the Securities Insurer] [Owner Trustee] to the effect that the actions described in this sentence, if consummated, shall not cause the Trust to be characterized as an association taxable as a corporation for federal and state income tax purposes, the assets shall not be sold, but the Owner Trustee shall adopt a plan of dissolution, acceptable to [the Securities Insurer,] to make collections on the Owner Trust Estate for distribution in accordance with the terms and priority of payment which would apply under the provisions of the Basic Documents. Any party hereto who has actual knowledge of the occurrence of an Insolvency Event shall immediately notify the [Owner Trustee] [Securities Insurer] of such occurrence.

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, Event unless, before the end of such 90-day period, the Owner Eligible Lender Trustee shall have received written instructions from: from (a) Holders of Certificates Subordinate Noteholders (other than the Company) representing more than 50% of the Certificate Balance aggregate outstanding principal amount (not including the Certificate Balance principal amount of the Trust Certificates held by Company Note) of the Company) Subordinate Notes and (b) Holders (as defined in the Indenture) of the Notes Senior Noteholders representing more than 50% of the Outstanding Amount thereofaggregate outstanding principal amount of the Senior Notes, to the effect that each such party disapproves of the liquidation of the Receivables Financed Student Loans and termination of the Trust, in which event the Trust shall continue in accordance with the Basic Documents. Promptly after the occurrence of any Insolvency Event with respect to the Company, (Ai) the Company shall give the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee Rating Agencies written notice of such Insolvency Event, (Bii) the Owner Eligible Lender Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee of the occurrence of such event and (Ciii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Eligible Lender Trustee or the Company, give prompt written notice to the Noteholders of the occurrence of such event; providedPROVIDED, howeverHOWEVER, that any failure to give a notice required by this sentence shall not prevent or delay, in any manner, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution AccountAccounts) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale Servicing Agreement and Servicing the Administration Agreement.

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) from Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof), to the effect that each such party disapproves of the liquidation of the Receivables Mortgage Loans and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee Trustee, of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) and, on behalf of the Company, in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Master Servicing Agreement.

Dissolution upon Bankruptcy of the Company. (i) In the event that an Insolvency Event shall occur with respect to the CompanyCompany when there is a Securities Insurer Default subsisting, this Agreement shall be terminated in accordance with Section 9.01, 9.1 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: from (a) Holders each of Certificates the Owners (other than the Company) representing more than 50% of the Certificate Principal Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof, to the effect that each such party disapproves Percentage Interest of the liquidation Residual Interest (not including the Certificate Principal Balance of the Receivables Certificates held by the Company), and termination (b) an Opinion of the TrustCounsel described in Section 9.2(ii). Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders Owners (other than the Company) and the Indenture Trustee Trustee, of the occurrence of such event event, and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, give prompt written notice to the Noteholders and Securities Insurer 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, the a termination of the Trust pursuant to the first sentence of this Section 9.029.2. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement. (ii) If an Insolvency Event occurs when the Insurance Agreement shall be in effect and there is no Securities Insurer Default existing, then the Owner Trustee shall retain for the benefit of the Certificateholders and the Securities Insurer, all remedies available at law or under this Agreement and none of the liens or security interests granted by the Trust shall be extinguished, released, terminated or impaired by such Insolvency Event; but rather, such liens and security interests shall continue to encumber the Owner Trust Estate until all principal and interest on the Certificates is paid in full and any other amounts required to be distributed by the Trust under this Agreement have been so distributed.] In any case however, subject to the following, upon the occurrence of an Insolvency Event, the Owner Trust Estate held under this Agreement shall be sold within 90 days of the occurrence of such event and the proceeds of such sale distributed in accordance with the provisions of Article 5 of this Agreement. Notwithstanding anything in this

Dissolution upon Bankruptcy of the Company. In the event ------------------------------------------ that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) from Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof), to the effect that each such party disapproves of the liquidation of the Receivables Mortgage Loans and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee Trustee, of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, give prompt written notice to the Noteholders of the occurrence of such event; provided, however, provided that any failure to give a notice required by this sentence shall -------- not prevent or delay, in any manner, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) and, on behalf of the Company, in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Master Servicing Agreement.

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, the Trust will terminate unless within 90 days after the date occurrence of such Insolvency Event, unless, before (i) the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) Holders of Trust Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including agree in writing to continue the Certificate Balance business of the Trust Certificates held by and to the Company) appointment of a Person to hold the Company Trust Certificate and to assume the liabilities incident thereto, and (bii) Holders (as defined in the Indenture) Owner Trustee requests and obtains the opinion of counsel from counsel acceptable to the Notes representing more than 50% of the Outstanding Amount thereof, Insurer to the effect that each a failure to terminate the Trust upon the occurrence of such party disapproves Insolvency Event (and the transfer, if any, of the liquidation Company Trust Certificate), in light of the Receivables and termination vote of the TrustHolders of Trust Certificates referred to in subparagraph (i) above, will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal or California income tax purposes. Promptly after the occurrence of any Insolvency Event with respect to the Company, (Aa) the Company shall give the Insurer, the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (Bb) the Owner Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders Certificateholders, the Insurer and the Indenture Trustee Trustee, of the occurrence of such event and (Cc) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon Following a termination pursuant to this SectionSection , the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts Certificate Policy and the Certificate Distribution AccountTrust Accounts) at one or more private or public sales conducted in a commercially reasonable any manner and on commercially reasonable termspermitted by law. The proceeds of each such a sale of the assets of the Trust shall be treated as collections made Net Collections under the Sale and Servicing Agreement.. 31 37 ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Dissolution upon Bankruptcy of the Company. In the ------------------------------------------ event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 9.01 and the Trust shall dissolve 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Eligible Lender Trustee shall have received written instructions from: from (a) Holders of Certificates Certificateholders (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance principal amount of the Trust Certificates held by the Company) and ), (b) Holders (as defined in the Indenture) Noteholders of the Class A-1 Notes representing more than 50% of the Outstanding Amount thereofof the Class A-1 Notes and (c) Noteholders of Class A-2 Notes representing more than 50% of the Outstanding Amount of the Class A-2 Notes, to the effect that each such party disapproves of the liquidation of the Receivables Financed Student Loans and termination of the Trust, in which event the Trust shall continue in accordance with the Basic Documents. Promptly after the occurrence of any Insolvency Event with respect to the Company, (Ai) the Company shall give the Indenture Trustee, the Eligible Lender Trustee and the Owner Trustee Rating Agencies written notice of such Insolvency Event, (Bii) the Owner Eligible Lender Trustee shall, upon the receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee Trustee, of the occurrence of such event and (Ciii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Eligible Lender Trustee or the Company, 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, the a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section, the Owner Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution AccountAccounts) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale Master Servicing Agreement and Servicing the Administration Agreement.