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

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in In the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 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 the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class A Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting together as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or if only the Certificate is then outstanding, the Certificateholder, to the effect that the Receivables should not be liquidated and the Trust should not be terminated. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (iA) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, Owner Trustee and each Rating Agency written notice of such Insolvency Event, Event and (iiB) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the holder of the Excess Distribution Certificate Noteholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2Certificateholder; provided, however, that any failure to give a -------- ------- notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur 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 of the Trust pursuant to this SectionSection 9.02, the Eligible Lender Owner Trustee shall direct promptly shall, or if any Notes are outstanding, the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant to Section 5.04(e) of the Indenture) shall, promptly to sell the assets of the Trust (other than funds on deposit in the Trust AccountsCollection Account, Payahead Account and Reserve Fund) in a commercially reasonable manner and on commercially reasonable termsterms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Administration Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, Trustee and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate Certificateholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in In the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 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 the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class A Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting together as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates) or if only the Certificate is then outstanding, the Certificateholder, to the effect that the Receivables should not be liquidated and the Trust should not be terminated. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (iA) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, Owner Trustee and each Rating Agency written notice of such Insolvency Event, Event and (iiB) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the holder of the Excess Distribution Certificate Noteholders and the Indenture TrusteeCertificateholder; PROVIDED, of the occurrence of such event and of the effect of such event under this Section 9.2; provided, howeverHOWEVER, that any failure to give a -------- ------- notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur 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 of the Trust pursuant to this SectionSection 9.02, the Eligible Lender Owner Trustee shall direct promptly shall, or if any Notes are outstanding, the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant to Section 5.04(e) of the Indenture) shall, promptly to sell the assets of the Trust (other than funds on deposit in the Trust AccountsCollection Account, Payahead Account and Reserve Fund) in a commercially reasonable manner and on commercially reasonable termsterms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Administration Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in In the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 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 the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class A Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting together as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or if only the Certificate is then outstanding, the Certificateholder, to the effect that the Receivables should not be liquidated and the Trust should not be terminated. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (iA) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, Owner Trustee and each Rating Agency written notice of such Insolvency Event, Event and (iiB) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the holder of the Excess Distribution Certificate Noteholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2Certificateholder; provided, however, that any failure to give a -------- ------- notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur 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 of the Trust pursuant to this SectionSection 9.02, the Eligible Lender Owner Trustee shall direct promptly shall, or if any Notes are outstanding, the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant to Section 5.04(e) of the Indenture) shall, promptly to sell the assets of the Trust (other than funds on deposit in the Collection Account, Payahead Account and Reserve Fund [and excepting the Sub-Trust AccountsAssets]) in a commercially reasonable manner and on commercially reasonable termsterms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Administration Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreement.]

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any the Swap CounterpartiesCounterparty, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any each Swap CounterpartiesCounterparty, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, Trustee and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate Certificateholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, Trustee and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate Certificateholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap CounterpartiesCounterparty, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, Trustee and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate Certificateholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap CounterpartiesCounterparty, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate Certificateholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any the Swap CounterpartiesCounterparty, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate Certificateholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap CounterpartiesCounterparty, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate Certificateholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Statutory Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties,, and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.. ARTICLE X

Dissolution upon Insolvency of the Depositor. Notwithstanding -------------------------------------------- the provisions of Section 3808 of the Delaware Business Trust Act, in the event that an Insolvency Event shall occur with respect to the Depositor, (x) the Trust created hereunder shall dissolve and (y) this Agreement shall be terminated in accordance with Section 9.1 90 days after the date of such Insolvency Event. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (i) the Depositor shall give the Indenture Trustee, the Eligible Lender Trustee, any Swap Counterparties, Trustee and each Rating Agency written notice of such Insolvency Event, and (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holder of the Excess Distribution Certificate Certificateholders and the Indenture Trustee, of the occurrence of such event and of the effect of such event under this Section 9.2; 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 of the Trust pursuant to this Section, the Eligible Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts) 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 Administration Agreement.