Common use of Dissolution upon Insolvency or Dissolution of Depositor or General Partner Clause in Contracts

Dissolution upon Insolvency or Dissolution of Depositor or General Partner. Notwithstanding the provisions of Section 3808 of the Business Trust Statute, in the event that an Insolvency Event or a dissolution shall occur with respect to the Depositor or the General Partner, 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 or the event giving rise to such dissolution, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (a) the Certificateholders (other than the Depositor) of each Class of Certificates evidencing not less than a majority of the Certificate Balance of each such Class and a majority of the right to receive distributions in respect of interest on the Certificate Balance of each such Class (including in each case the Certificate Balance of Certificates owned by the Servicer and any of its Affiliates other than the Depositor), (b) the Noteholders (other than the Depositor) of each Class of Notes evidencing not less than a majority of the principal amount of each such Class and a majority of the right to receive interest on the principal amount of each such Class (including in each case the Notes owned by the Servicer and any of its Affiliates other than the Depositor), and (c) holders of other 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 not less than a majority of the value of all interests in the Reserve Account (other than any such interests held by the Depositor), 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 acceptable to Ford Credit to acquire an interest in the Trust and to act as substitute "general partner" of the Trust 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 or dissolution with respect to the Depositor or the General Partner, (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, (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event or dissolution from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders of the occurrence of such event, and (D) the Owner Trustee shall, upon receipt of written instructions from the applicable percentages of Noteholders, Certificateholders and holders of interests, if any, in the Reserve Account disapproving of liquidation and termination, give prompt written notice thereof to the Indenture Trustee; 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 and each 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 Insolvency or Dissolution of Depositor or General Partner. Notwithstanding the provisions of Section 3808 of the Business Trust Statute, in the event that an Insolvency Event or a dissolution shall occur with respect to the Depositor or the General Partner, 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 or the event giving rise to such dissolution, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (a) the Certificateholders (other than the Depositor) of each Class of Certificates evidencing not less than a majority of the Certificate Balance of each such Class and a majority of the right to receive distributions in respect of interest on the Certificate Balance of each such Class (including in each case the Certificate Balance of Certificates owned by the Servicer and any of its Affiliates other than the Depositor), (b) the Noteholders (other than the Depositor) of each Class of Notes evidencing not less than a majority of the principal amount of each the outstanding Notes of such Class and a majority of the right to receive interest on the principal amount outstanding Notes of each such Class (including in each case the Notes owned by the Servicer and any of its Affiliates other than the Depositor), with each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes treated as a separate Class of Notes for this purpose, and (c) holders of other 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 not less than a majority of the value of all interests in the Reserve Account (other than any such interests held by the Depositor), 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 acceptable to Ford Credit to acquire an interest in the Trust and to act as substitute "general partner" of the Trust 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 or dissolution with respect to the Depositor or the General Partner, (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, (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event or dissolution from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders of the occurrence of such event, and (D) the Owner Trustee shall, upon receipt of written instructions from the applicable percentages of Noteholders, Certificateholders and holders of interests, if any, in the Reserve Account disapproving of liquidation and termination, give prompt written notice thereof to the Indenture Trustee; 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 and each 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.association

Dissolution upon Insolvency or Dissolution of Depositor or General Partner. Notwithstanding the provisions of Section 3808 of the Business Trust Statute, in the event that an Insolvency Event or a dissolution shall occur with respect to the Depositor or the General Partner, 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 or the event giving rise to such dissolution, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (a) the Certificateholders (other than the Depositor) of each Class of Certificates evidencing not less than a majority of the Certificate Balance of each such Class and a majority of the right to receive distributions in respect of interest on the Certificate Balance of each such Class (including in each case the Certificate Balance of Certificates owned by the Servicer and any of its Affiliates other than the Depositor), (b) the Noteholders (other than the Depositor) of each Class of Notes evidencing not less than a majority of the principal amount of each the outstanding Notes of such Class and a majority of the right to receive interest on the principal amount outstanding Notes of each such Class (including in each case the Notes owned by the Servicer and any of its Affiliates other than the Depositor), with each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes and the Class B Notes treated as a separate Class of Notes for this purpose, and (c) holders of other 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 not less than a majority of the value of all interests in the Reserve Account (other than any such interests held by the Depositor), 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 acceptable to Ford Credit to acquire an interest in the Trust and to act as substitute "general partner" of the Trust 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 or dissolution with respect to the Depositor or the General Partner, (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, (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event or dissolution from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders of the occurrence of such event, and (D) the Owner Trustee shall, upon receipt of written instructions from the applicable percentages of Noteholders, Certificateholders and holders of interests, if any, in the Reserve Account disapproving of liquidation and termination, give prompt written notice thereof to the Indenture Trustee; 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 and each 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 50 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 Insolvency or Dissolution of Depositor or General Partner. Notwithstanding the provisions of Section 3808 of the Business Trust Statute, in the event that an Insolvency Event or a dissolution shall occur with respect to the Depositor or the General Partner, 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 or the event giving rise to such dissolution, unless, before the end of such 90-90 day period, the Owner Trustee shall have received written instructions from (a) the Certificateholders (other than the Depositor) of each Class of Certificates evidencing not less than a majority of the Certificate Balance of each such Class and a majority of the right to receive distributions in respect of interest on the Certificate Balance of each such Class (including in each case the Certificate Balance of Certificates owned by the Servicer and any of its Affiliates other than the Depositor), (b) the Noteholders (other than the Depositor) of each Class of Notes evidencing not less than a majority of the principal amount of each the outstanding Notes of such Class and a majority of the right to receive interest on the principal amount outstanding Notes of each such Class (including in each case the Notes owned by the Servicer and any of its Affiliates other than the Depositor), with each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes and the Class B Notes treated as a separate Class of Notes for this purpose, and (c) holders of other 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 not less than a majority of the value of all interests in the Reserve Account (other than any such interests held by the Depositor), 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 acceptable to Ford Credit to acquire an interest in the Trust and to act as substitute "general partner" of the Trust 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 or dissolution with respect to the Depositor or the General Partner, (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, (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event or dissolution from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders of the occurrence of such event, and (D) the Owner Trustee shall, upon receipt of written instructions from the applicable percentages of Noteholders, Certificateholders and holders of interests, if any, in the Reserve Account disapproving of liquidation and termination, give prompt written notice thereof to the Indenture Trustee; 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 and each 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 Insolvency or Dissolution of Depositor or General Partner. Notwithstanding the provisions of Section 3808 of the Business Trust Statute, in the event that an Insolvency Event or a dissolution shall occur with respect to the Depositor or the General Partner, 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 or the event giving rise to such dissolution, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (a) the Certificateholders (other than the Depositor) of each Class of Certificates evidencing not less than a majority of the Certificate Balance of each such Class and a majority of the right to receive distributions in respect of interest on the Certificate Balance of each such Class (including in each case the Certificate Balance of Certificates owned by the Servicer and any of its Affiliates other than the Depositor), (b) the Noteholders (other than the Depositor) of each Class of Notes evidencing not less than a majority of the principal amount of each the outstanding Notes of such Class and a majority of the right to receive interest on the principal amount outstanding Notes of each such Class (including in each case the Notes owned by the Servicer and any of its Affiliates other than the Depositor), with each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class B Notes treated as a separate Class of Notes for this purpose, and (c) holders of other 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 not less than a majority of the value of all interests in the Reserve Account (other than any such interests held by the Depositor), 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 acceptable to Ford Credit to acquire an interest in the Trust and to act as substitute "general partner" of the Trust 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 or dissolution with respect to the Depositor or the General Partner, (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, (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event or dissolution from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders of the occurrence of such event, and (D) the Owner Trustee shall, upon receipt of written instructions from the applicable percentages of Noteholders, Certificateholders and holders of interests, if any, in the Reserve Account disapproving of liquidation and termination, give prompt written notice thereof to the Indenture Trustee; 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 and each 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 Insolvency or Dissolution of Depositor or General Partner. Notwithstanding the provisions of Section 3808 of the Business Trust Statute, in the event that an Insolvency Event or a dissolution shall occur with respect to the Depositor or the General Partner, 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 or the event giving rise to such dissolution, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (a) the Certificateholders (other than the Depositor) of each Class of Certificates evidencing not less than a majority of the Certificate Balance of each such Class and a majority of the right to receive distributions in respect of interest on the Certificate Balance of each such Class (including in each case the Certificate Balance of Certificates owned by the Servicer and any of its Affiliates other than the Depositor), (b) the Noteholders (other than the Depositor) of each Class of Notes evidencing not less than a majority of the principal amount of each the outstanding Notes of such Class and a majority of the right to receive interest on the principal amount outstanding Notes of each such Class (including in each case the Notes owned by the Servicer and any of its Affiliates other than the Depositor), with each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes and the Class B Notes treated as a separate Class of Notes for this purpose, and (c) holders of other 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 not less than a majority of the value of all interests in the Reserve Account (other than any such interests held by the Depositor), 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 acceptable to Ford Credit to acquire an interest in the Trust and to act as substitute "general partner" of the Trust 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 or dissolution with respect to the Depositor or the General Partner, (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, (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event or dissolution from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders of the occurrence of such event, and (D) the Owner Trustee shall, upon receipt of written instructions from the applicable percentages of Noteholders, Certificateholders and holders of interests, if any, in the Reserve Account disapproving of liquidation and termination, give prompt written notice thereof to the Indenture Trustee; 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 and each 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 Insolvency or Dissolution of Depositor or General Partner. Notwithstanding the provisions of Section 3808 of the Business Trust Statute, in the event that an Insolvency Event or a dissolution shall occur with respect to the Depositor or the General Partner, 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 or the event giving rise to such dissolution, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (a) the Certificateholders (other than the Depositor) of each Class of Certificates evidencing not less than a majority of the Certificate Balance of each such Class and a majority of the right to receive distributions in respect of interest on the Certificate Balance of each such Class (including in each case the Certificate Balance of Certificates owned by the Servicer and any of its Affiliates other than the Depositor), (b) the Noteholders (other than the Depositor) of each Class of Notes evidencing not less than a majority of the principal amount of each the outstanding Notes of such Class and a majority of the right to receive interest on the principal amount outstanding Notes of each such Class (including in each case the Notes owned by the Servicer and any of its Affiliates other than the Depositor), with each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes treated as a separate Class of Notes for this purpose, and (c) holders of other 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 not less than a majority of the value of all interests in the Reserve Account (other than any such interests held by the Depositor), 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 acceptable to Ford Credit to acquire an interest in the Trust and to act as substitute "general partner" of the Trust 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 or dissolution with respect to the Depositor or the General Partner, (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, (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event or dissolution from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders of the occurrence of such event, and (D) the Owner Trustee shall, upon receipt of written instructions from the applicable percentages of Noteholders, Certificateholders and holders of interests, if any, in the Reserve Account disapproving of liquidation and termination, give prompt written notice thereof to the Indenture Trustee; 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 and each 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 Insolvency or Dissolution of Depositor or General Partner. Notwithstanding the provisions of Section 3808 of the Business Trust Statute, in the event that an Insolvency Event or a dissolution shall occur with respect to the Depositor or the General Partner, 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 or the event giving rise to such dissolution, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (a) the Certificateholders (other than the Depositor) of each Class of Certificates evidencing not less than a majority of the Certificate Balance of each such Class and a majority of the right to receive distributions in respect of interest on the Certificate Balance of each such Class (including in each case the Certificate Balance of Certificates owned by the Servicer and any of its Affiliates other than the Depositor), (b) the Noteholders (other than the Depositor) of each Class of Notes evidencing not less than a majority of the principal amount of each the outstanding Notes of such Class and a majority of the right to receive interest on the principal amount out standing Notes of each such Class (including in each case the Notes owned by the Servicer and any of its Affiliates other than the Depositor), with each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes and the Class B Notes treated as a separate Class of Notes for this purpose, and (c) holders of other interests, if any (the existence of which interests the Administrator Admin- istrator will have advised the Owner Trustee in writing), in the Reserve Account (other than the Depositor) having interests with a value not less than a majority of the value of all interests in the Reserve Account (other than any such interests held by the Depositor), 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 acceptable to Ford Credit to acquire an interest in the Trust and to act as substitute "general partner" of the Trust 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 or dissolution with respect to the Depositor or the General Partner, (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, (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event or dissolution from the Owner Trustee or the Depositor, give prompt written notice to the Noteholders of the occurrence of such event, and (D) the Owner Trustee shall, upon receipt of written instructions from the applicable percentages of Noteholders, Certificateholders and holders of interests, if any, in the Reserve Account disapproving of liquidation and termination, give prompt written notice thereof to the Indenture Trustee; 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 and each 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.this