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

Dissolution upon Insolvency 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 Eligible Lender Trustee shall have received written instructions from the holders of the Trust Certificates (other than the Depositor) representing more than 50% of the Certificate Balance (not including the principal amount of Trust Certificates held by the Depositor), to the effect that each such party disapproves of the liquidation of the 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 Depositor, (i) the Depositor shall give the Indenture Trustee and the Eligible Lender Trustee written notice of such Insolvency Event, (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holders of the Trust Certificates 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 Eligible Lender Trustee or the Depositor, give prompt written notice to the holders 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, 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 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.

Dissolution upon Insolvency 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 Eligible Lender Owner Trustee shall have received written instructions from the holders Indenture Trustee (or the Indenture Trustee acting on behalf of the Trust Certificates (other than Class A Notes pursuant to Section 5.04(c) of the DepositorIndenture) representing more than 50or the Holders of at least 51% of the Certificate Balance Outstanding Amount of the Class A Notes acting together as a single Class (not including excluding for such purposes the outstanding principal amount of Trust Certificates any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or if only the Depositor)Certificate is then outstanding, the Certificateholder, to the effect that each such party disapproves of the liquidation of the Financed Student Loans Receivables should not be liquidated and termination of the Trust, in which event the Trust shall continue in accordance with the Basic Documentsshould 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 Owner Trustee and the Eligible Lender Trustee 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 holders of the Trust Certificates Noteholders and the Indenture TrusteeCertificateholder; provided, of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Eligible Lender Trustee or the Depositor, give prompt written notice to the holders of the Notes of the occurrence of such event; 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 9.02. Upon a termination 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 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. 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 Eligible Lender Trustee shall have received written instructions from the holders of the Trust Certificates (other than the Depositor) representing more than 50% of the Certificate Balance (not including the principal amount of Trust Certificates held by the Depositor), to the effect that each such party disapproves of the liquidation of the 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 Depositor, (i) the Depositor shall give the Indenture Trustee and the Eligible Lender Trustee written notice of such Insolvency Event, (ii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, give prompt written notice to the holders of the Trust Certificates 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 Eligible Lender Trustee or the Depositor, give prompt written notice to the holders of the Notes 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 9.02. Upon a termination 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.

Dissolution upon Insolvency 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 Eligible Lender Owner Trustee shall have received written instructions from (A) the holders Indenture Trustee (or the Indenture Trustee acting on behalf of the Trust 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 (without the consent of the Class B Notes or the Class C Notes) or (B) after the Class A Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class B Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class B Notes (without the consent of any Holder of the Class C Notes) or (C) after the Class B Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class C Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), or if only Certificates (other than the Depositor) representing more than 50are then outstanding, Holders of at least 51% of the Certificate Balance (not including the principal amount of Trust Certificates held by the Depositor)Balance, to the effect that each such party disapproves of the liquidation of the Financed Student Loans Receivables should not be liquidated and termination of the Trust, in which event the Trust shall continue in accordance with the Basic Documentsshould 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 Owner Trustee and the Eligible Lender Trustee 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 holders of the Trust Certificates Noteholders 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 Eligible Lender Trustee or the Depositor, give prompt written notice to the holders of the Notes of the occurrence of such eventCertificateholders; 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 9.02. Upon a termination 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 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. 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 Eligible Lender Owner Trustee shall have received written instructions from the holders Indenture Trustee (or the Indenture Trustee acting on behalf of the Trust Certificates (other than Class A Notes pursuant to Section 5.04(c) of the DepositorIndenture) representing more than 50or the Holders of at least 51% of the Certificate Balance Outstanding Amount of the Class A Notes acting together as a single Class (not including excluding for such purposes the outstanding principal amount of Trust Certificates any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or if only the Depositor)Certificate is then outstanding, the Certificateholder, to the effect that each such party disapproves of the liquidation of the Financed Student Loans Receivables should not be liquidated and termination of the Trust, in which event the Trust shall continue in accordance with the Basic Documentsshould 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 Owner Trustee and the Eligible Lender Trustee 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 holders of the Trust Certificates Noteholders 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 Eligible Lender Trustee or the Depositor, give prompt written notice to the holders of the Notes of the occurrence of such eventCertificateholder; 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 9.02. Upon a termination 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 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. 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 Eligible Lender Owner Trustee shall have received written instructions from (A) the holders Indenture Trustee (or the Indenture Trustee acting on behalf of the Trust 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 (without the consent of the Class B Notes or the Class C Notes) or (B) after the Class A Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class B Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class B Notes (without the consent of any Holder of the Class C Notes) or (C) after the Class B Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class C Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), or if only Certificates (other than the Depositor) representing more than 50are then outstanding, Holders of at least 51% of the Certificate Balance (not including the principal amount of Trust Certificates held by the Depositor)Balance, to the effect that each such party disapproves of the liquidation of the Financed Student Loans Receivables should not be liquidated and termination of the Trust, in which event the Trust shall continue in accordance with the Basic Documentsshould 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 Owner Trustee and the Eligible Lender Trustee 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 holders of the Trust Certificates Noteholders 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 Eligible Lender Trustee or the Depositor, give prompt written notice to the holders of the Notes of the occurrence of such eventCertificateholders; 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 9.02. Upon a termination 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 terms.terms 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 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. ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Dissolution upon Insolvency 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 Eligible Lender Owner Trustee shall have received written instructions from (A) the holders 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 (without the consent of any Holder of a Class B Note) or (B) after the Class A Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class B Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class B Notes (in each case excluding for the purpose of calculating the Outstanding Amount any Notes held of record or beneficially owned by AHFC, AHRC or any of their Affiliates), or if only Trust Certificates (other than the Depositor) are then outstanding, Holders of Trust Certificates representing more than 50at least 51% of the Certificate Balance (not including the principal amount of Trust Certificates held by the Depositor)Balance, to the effect that each such party disapproves of the liquidation of Receivables should not be liquidated and the Financed Student Loans and termination of the Trust, in which event the Trust shall continue in accordance with the Basic DocumentsIssuer 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 Owner Trustee and the Eligible Lender Trustee 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 holders of the Trust Certificates Noteholders 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 Eligible Lender Trustee or the Depositor, give prompt written notice to the holders of the Notes of the occurrence of such eventCertificateholders; 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 9.02. Upon a termination 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 Issuer (other than funds on deposit in the Trust AccountsCollection Account, Payahead Account and Reserve Fund) in a commercially reasonable manner and on commercially reasonable terms.terms 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 Issuer shall be treated as collections under the Sale and Servicing Agreement and shall be deposited into the Collection Account and distributed pursuant to the terms of the Sale and Servicing Agreement. ARTICLE TEN SUCCESSOR OWNER XXXXXXX AND ADDITIONAL OWNER TRUSTEES