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 Receivables shall be sold and this Agreement and the Trust shall be terminated in accordance with Section 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) Certificateholders (other than the Depositor) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Certificates held by the Depositor), (b) the Holders (as defined in the Indenture) of Notes representing more than 50% of the principal amount of the then outstanding Notes and (c) holders of interests, if any (the existence of which interests the Administrator will have advised the Owner Trustee in writing), in the Reserve Account (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 Trust 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 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 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 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 9.2. Upon a termination pursuant to this Section 9.2, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts, the Reserve Account, the Yield Supplement Account 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 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, the Receivables shall be sold and this Agreement and the Trust shall be terminated in accordance with Section 9.1 ninety (90) 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) Certificateholders Holders of Certificates (other than the Depositor) 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 principal amount Outstanding Amount of the then outstanding Class A-1 Notes and (cii) holders of interests, if any Holders (the existence of which interests the Administrator will have advised the Owner Trustee in writing), as defined in the Reserve Account (other Indenture) of Class A-2 Notes representing more than the Depositor) having interests with a value in excess of 50% of all interests in the Reserve AccountOutstanding 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 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 purposesTrust. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor 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 Depositor, give prompt written notice to the Certificateholders, holders of interests, if any, in the Reserve Account 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 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 9.29.02. Upon a termination pursuant to this Section 9.2Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts, the Reserve Account, the Yield Supplement Account 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 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, the Receivables shall be sold and this Agreement and the Trust shall be terminated in accordance with Section 9.1 ninety (90) 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) 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), (bvi) the Holders (as defined holders of interests in the Indenture) of Notes representing more than 50% of the principal amount of the then outstanding Notes and (c) holders of interests, if any (the existence of which interests the Administrator will have advised the Owner Trustee in writing), in the Reserve Spread Account (other than the Depositor) having interests with a value in excess of 50% of all interests in the Reserve AccountSpread Account held by such Persons and (vii) the Servicer, to the effect that each such party disapproves of the liquidation of the Receivables and termination of the Trust 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 purposesTrust. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, : (Ai) the Depositor shall give the Indenture 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, holders of interests, if any, in the Reserve Account 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 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 9.2. Upon a termination pursuant to this Section 9.2Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts, the Reserve Account, the Yield Supplement Account 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 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, the Receivables shall be sold and this Agreement and the Trust shall be terminated in accordance with Section 9.1 ninety (90) 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 (a) Certificateholders Subordinate Noteholders (other than the Depositor) representing more than 50% of the Certificate Balance aggregate outstanding principal amount (not including the Certificate Balance principal amount of the Certificates held by Certificateholders Note) of the Depositor), Subordinate Notes and (b) the Holders (as defined in the Indenture) of Notes Senior Noteholders representing more than 50% of the aggregate outstanding principal amount of the then outstanding Notes and (c) holders of interests, if any (the existence of which interests the Administrator will have advised the Owner Trustee in writing), in the Reserve Account (other than the Depositor) having interests with a value in excess of 50% of all interests in the Reserve AccountSenior Notes, to the effect that each such party disapproves of the liquidation of the Receivables Financed Student Loans and termination of the Trust and Trust, in connection therewith the Indenture Trustee (i) appoints an entity to acquire an interest in which event the Trust and to act as substitute "general partner" for Federal income tax purposes and (ii) obtains an Opinion of Counsel that shall continue in accordance with 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 purposesBasic Documents. Promptly after the occurrence of any Insolvency Event with respect to the DepositorCertificateholders, (Ai) the Depositor Certificateholders shall give the Indenture Trustee, the Trustee and the Owner Trustee Rating Agencies written notice of such Insolvency Event, (Bii) the Owner Trustee shall, upon the receipt of such written notice from the DepositorCertificateholders, give prompt written notice to the Certificateholders, holders of interests, if any, in the Reserve Account 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 DepositorCertificateholders, 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, a termination of the Trust pursuant to the first sentence of this Section 9.29.02. Upon a termination pursuant to this Section 9.2Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts, the Reserve Account, the Yield Supplement Account 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 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 Administration Agreement.