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, 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 (other than the Depositor) of Trust 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 (i) Holders (as defined in the Indenture) of Notes representing more than 50% of the Outstanding Amount of the Notes and (ii) the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing), to the effect that each such party disapproves of the termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Note Insurer and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholders, the Note Insurer 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 Depositor, give prompt written notice to the Noteholders and the Note 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 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) in a commercially reasonable manner and on

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, the Receivables shall be sold and this Agreement and the Trust shall be terminated in accordance with Section 9.01 90 9.1 ninety (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 Certificateholders (other than the Depositor) of Trust 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 (i) Holders (as defined in the Indenture) of Notes representing more than 50% of the Outstanding Amount principal amount of the then outstanding Notes and (iic) holders of interests, if any (the Note Insurer existence of which interests the Administrator will have advised the Owner Trustee in writing), in the Reserve Account (so long as no Note Insurer Default shall have occurred and be continuing)other than the Depositor) having interests with a value in excess of 50% of all interests in the Reserve Account, to the effect that each such party disapproves of the liquidation of the Receivables and termination of the TrustTrust and in connection therewith the Indenture Trustee (i) appoints an entity to acquire an interest in the Trust and to act as substitute "general partner" for Federal income tax purposes and (ii) obtains an Opinion of Counsel that the Trust will not thereafter be classified as an association (or publicly traded partnership) taxable as a corporation for Federal income tax and Applicable Tax State purposes. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Note Insurer 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 Depositor, give prompt written notice to the Certificateholders, holders of interests, if any, in the Note Insurer Reserve Account 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 Depositor, give prompt written notice to the Noteholders and the Note Insurer 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, a termination of the Trust pursuant to the first sentence of this Section 9.029.2. Upon a termination pursuant to this SectionSection 9.2, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts Accounts, the Reserve Account, the Yield Supplement Account and the Certificate Distribution Account) in a commercially reasonable manner and onon commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections of Receivables under the Sale and Servicing Agreement and deposited in the Collection Account and the Notes and Certificates shall be paid in accordance with Section 4.6 of 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, 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 Depositor) of Trust Certificates representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Depositor) and or (b) each of the (i) Holders (as defined in the Indenture) of Notes representing more than 50% of the Outstanding Amount of the Notes Notes, and (ii) Holders of Trust Certificates representing more than 50% of the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing)Certificate Balance, to the effect that each such party disapproves Holders disapprove of the liquidation of the Receivables and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Note Insurer 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 Depositor, give prompt written notice to the Certificateholders, the Note Insurer 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 Depositor, give prompt written notice to the Noteholders and the Note 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 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) in a commercially reasonable manner and onon commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Transfer and Servicing Agreement.]

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, this This Agreement shall be terminated in accordance with Section 9.01 7.1 90 days after the date occurrence of such an Insolvency EventEvent with respect to the Depositor, unless, before the end of such 90-90 day period, the Owner Trustee shall have received written instructions from (a) Holders each of the Certificateholders (other than the Depositor) of Trust 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 (i) Holders (as defined in the Indenture) of Notes representing more than 50% of the Outstanding Amount of the Notes and (ii) the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing)Noteholders, to the effect that each such party disapproves of the liquidation of the Mortgage Loans and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the either Depositor, : (Ai) the Depositor shall give the Credit Enhancer, the Indenture Trustee, the Note Insurer Rating Agencies and the Owner Trustee written notice of such Insolvency Event, ; (Bii) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholders, the Note Insurer 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 Trustee or the Depositor, give prompt written notice to the Noteholders and the Note Insurer of the occurrence of such eventevent pursuant to Section 6.12 of the Indenture; provided, however, that any failure to give a notice required by this sentence shall not prevent or delay, delay in any manner, manner a termination of the Trust pursuant to the first sentence of this Section 9.027.2. Upon a 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 onon commercially reasonable terms. The proceeds of any such sale, disposition or liquidation of the assets of the Trust shall be treated as collections on the Mortgage Loans and deposited in the

Dissolution upon Bankruptcy of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, 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 Depositor) of Trust 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 (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 and (ii) Holders (as defined in the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing)Indenture) 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 and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Note Insurer 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 Depositor, give prompt written notice to the Certificateholders, the Note Insurer 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 Depositor, give prompt written notice to the Noteholders and the Note 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 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) ), in a commercially reasonable manner and onon 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, 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: (ai) the Holders (as defined in the Indenture) of A-1 Notes representing more than 50% of the Outstanding Amount of the A-1 Notes, (ii) the Holders (as defined in the Indenture) of A-2 Notes representing more than 50% of the Outstanding Amount of the A-2 Notes, (iii) the Holders (as defined in the Indenture) of A-3 Notes representing more than 50% of the Outstanding Amount of the A-3 Notes, (iv) Class B Noteholders of Class B Notes representing more than 50% of the Outstanding Amount of the Class B Notes, (v) Certificateholders (other than the Depositor) of Trust holding Certificates representing more than 50% of the Certificate Balance (not including the Certificate Balance principal amount of the Trust Certificates held by the Depositor), (vi) and (b) each the holders of the (i) Holders (as defined interests in the IndentureSpread Account (other than the Depositor) having interests with a value in excess of Notes representing more than 50% of all interests in the Outstanding Amount of the Notes Spread Account held by such Persons and (iivii) the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing)Servicer, 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, : (Ai) the Depositor shall give the Indenture Trustee, the Note Insurer Trustee and the Owner Trustee written notice of such Insolvency Event, (Bii) the Owner Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the Certificateholders, the Note Insurer Class B Agent 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 Trustee or the Depositor, give prompt written notice to the Indenture Noteholders and the Note 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 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 onon 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.