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

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust shall be dissolved 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 each of the Noteholders, 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 Depositor, (i) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (ii) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder and the Indenture Trustee, of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution of the Trust pursuant to the first sentence of this Section 9.02. Upon a dissolution 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 under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust shall be dissolved (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 each of the Noteholders, 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 Depositor, (i) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (ii) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder and the Indenture Trustee, Trustee of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution of the Trust pursuant to the first sentence of this Section 9.02. Upon a dissolution 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 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 under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust shall be dissolved 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 each of the Noteholders, 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 Depositor, (i) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (ii) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder and the Indenture Trustee, Trustee of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution of the Trust pursuant to the first sentence of this Section 9.02. Upon a dissolution 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 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 under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust this Agreement shall be dissolved 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 each (a) Holders of Certificates (other than the Depositor) representing more than 50% of the NoteholdersCertificate Balance (not including the Certificate Balance of the Trust Certificates held by the Depositor) and (b) Holders (as defined in the Indenture) of Notes representing more than 50% of the Outstanding Amount of the Notes, 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 Depositor, (iA) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (iiB) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder Certificateholders and the Indenture Trustee, of the occurrence of such event and (iiiC) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a dissolution 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 under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust this Agreement shall be dissolved 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 (other than the Depositor) of Certificates representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Depositor) and (b) each of the Noteholders(i) Holders (as defined in the Indenture) of Class A-1 Notes representing more than 50% of the Outstanding Amount of the Class A-1 Notes, (ii) Holders (as defined in the Indenture) of Class A-2 Notes representing more than 50% of the Outstanding Amount of the Class A-2 Notes and (iii) the Security Insurer (so long as no Security Insurer Default shall have occurred and be continuing), 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 Depositor, (iA) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (iiB) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder Certificateholders and the Indenture Trustee, of the occurrence of such event and (iiiC) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a dissolution 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 under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust shall be dissolved 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 each of the Noteholders, 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 Depositor, (i) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (ii) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder and the Indenture Trustee, Trustee of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution of the Trust pursuant to the first sentence of this Section 9.02. Upon a dissolution 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 under the Sale and Servicing Agreement.

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust shall be dissolved (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 each of the Noteholders, 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 Depositor, (i) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (ii) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder and the Indenture Trustee, Trustee of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution of the Trust pursuant to the first sentence of this Section 9.02. Upon a dissolution 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 under the Sale and Servicing Agreement.Trustee

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust this Agreement shall be dissolved 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 each Certificateholders holding a majority of the Noteholders, Certificate Balance then outstanding 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 Depositor, (i) the Depositor shall give the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer written notice of such Insolvency Event, (ii) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder Certificateholders and the Indenture Trustee, Trustee of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution termination of the Trust pursuant to the first sentence of this Section 9.029.2. Upon a dissolution termination pursuant to this Section, the Insurer or, if an Insurer Default has occurred and is continuing, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Owner Trust (other than the Trust Accounts and the Certificate Distribution Account) Estate 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 under the Sale and Servicing AgreementAgreement and shall be distributed in accordance with Section 11.1(b) thereof.

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust this Agreement shall be dissolved 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 each Certificateholders representing at least 51% of the NoteholdersCertificate Balance (excluding for such purposes the Certificate Balance of any Certificates beneficially owned by TMCC, TMCRC or any of their affiliates), 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 Depositor, (iA) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (iiB) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder Certificateholders and the Indenture Trustee, of the occurrence of such event and (iiiC) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a dissolution termination pursuant to this SectionSection 9.02, 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 Collection 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 under the Sale and Servicing AgreementAgreement and deposited in the Collection Account and distributed pursuant to the terms thereof.

Dissolution upon Bankruptcy of the Depositor. In This Agreement shall be terminated in accordance with Section 7.1 90 days after the event that occurrence of an Insolvency Event shall occur with respect to the Depositor, the Trust shall be dissolved in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-90 day period, the Owner Trustee shall have received written instructions from (a) each of the Noteholders, Certificateholders (other than the Depositor) and (b) each of the Certificateholders (other than the Depositor) representing more than a majority Percentage Interests of the Trust to the effect that each such party disapproves of the liquidation of the Receivables Home Equity Loans and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, : (i) the Depositor shall give the Note Insurer, the Indenture Trustee Trustee, the Rating Agencies and the Owner Trustee written notice of such Insolvency Event, ; (ii) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder Certificateholders and the Indenture Trustee, Trustee of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders Owners of the Notes of the occurrence of such event; provided, however, that any failure to give a notice required by this sentence shall not prevent or delay, delay in any manner, manner a dissolution termination of the Trust pursuant to the first sentence of this Section 9.027.2. Upon a dissolution termination pursuant to this SectionSection 7.2, 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 terms and to apply the proceeds of any such a sale sale, disposition or liquidation of the assets of the Trust shall be treated as collections required under the Sale and Servicing AgreementIndenture.

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust this Agreement shall be dissolved terminated in accordance with Section 9.01 8.01 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 each Certificateholders representing at least 51% of the Noteholders, percentage interest of the Trust to the effect that each such party disapproves of the liquidation of the Receivables Contracts and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (iA) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (iiB) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder Certificateholders and the Indenture Trustee, of the occurrence of such event and (iiiC) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, 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 dissolution termination of the Trust pursuant to the first sentence of this Section 9.028.02. Upon a dissolution termination pursuant to this SectionSection 8.02, 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 Collection 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 under the Sale and Servicing AgreementAgreement and deposited in the Collection Account and distributed pursuant to the terms thereof.

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Trust this Agreement shall be dissolved terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, Event unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from each (a) Subordinate Noteholders (other than the Depositor) representing more than 50% of the Noteholdersaggregate outstanding principal amount (not including the principal amount of the Certificateholders Note) of the Subordinate Notes and (b) Senior Noteholders representing more than 50% of the aggregate 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 DepositorCertificateholders, (i) the Depositor Certificateholders shall give the Indenture Trustee, the Trustee and the Owner Trustee Rating Agencies written notice of such Insolvency Event, (ii) the Owner Trustee shall, upon the receipt of such written notice from the DepositorCertificateholders, give prompt written notice to the Certificateholder and the Indenture Trustee, Trustee of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the DepositorCertificateholders, 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 dissolution termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a dissolution 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 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 under the Sale Servicing Agreement and Servicing the Administration Agreement.

Dissolution upon Bankruptcy of the Depositor. (i) In the event that an Insolvency Event shall occur with respect to the DepositorDepositor when there is a Bond Insurer Default subsisting, the Trust this Agreement shall be dissolved 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 (a) each of the Noteholders, to Certificateholders (other than the effect that each such party disapproves Depositor) representing more than 50% of the liquidation Percentage Interest of the Receivables Trust Interest), 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 Depositor, (iA) the Depositor shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (iiB) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholder Certificateholders (other than the Depositor) and the Indenture Trustee, of the occurrence of such event event, and (iiiC) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders Bondholders and Bond 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, a dissolution termination of the Trust pursuant to the first sentence of this Section 9.029.2. Upon a dissolution 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 , and to apply the proceeds of such a sale of the assets of the Trust shall be treated thereof as collections required under the Sale and Servicing AgreementIndenture.