Distribution of Trust Estate Upon Termination. Upon any termination of the Trust pursuant to the provisions of Section 7.01 hereof, Owner Trustee shall convey the Trust Estate to Trustor or its nominee.
Distribution of Trust Estate Upon Termination. Upon any --------------------------------------------- termination of the trust created hereby pursuant to Section 9.1 or 9.2, the Owner Trustees shall transfer title to the Trust Estate (and assign all their right, title and interest in, to and under each Operative Document) to the Owner Participant or its designee. No later than the effective date of termination of the trust created hereby the Owner Trustees or its designee(s) shall execute and deliver to the Owner Participant a xxxx of sale and other written instrument or instruments prepared by the Owner Participant in form and substance reasonably satisfactory to the Owner Trustees evidencing the transfer of title to the Trust Estate to the Owner Participant and, no later than the effective date of such termination, the Owner Participant shall execute and deliver to the Owner Trustees a written instrument in form and substance reasonably satisfactory to the Owner Trustees evidencing discharge of the Owner Trustees from their obligations hereunder and under the other Owner Trust Documents and the Owner Trust U.K. Documents to which each Owner Trustee is a party except those theretofore accrued and their obligations to release Owner's Liens.
Distribution of Trust Estate Upon Termination. Upon any --------------------------------------------- termination of this Trust pursuant to the provisions of Section 6.1, Certificate ----------- Trustee shall convey the Trust Estate to such purchaser or purchasers thereof or other Person entitled thereto and for such amount and on such terms as shall be specified in written instructions from the Required Entities delivered to Certificate Trustee prior to the date of termination; provided that (a) if at -------- the time of any termination the Lease remains in force and effect, then the Trust Estate shall be sold as a whole and subject to the Lease, and (b) in the event such written instructions are not delivered to Certificate Trustee on or before the date of termination, Certificate Trustee shall transfer title to the Trust Estate to the Certificate Purchasers. Upon making such transfer or sale, Certificate Trustee shall be entitled to immediate receipt of any sums due and owing to Certificate Trustee for expenses (including reasonable attorneys' fees and expenses) incurred pursuant hereto or as compensation for services rendered hereunder and not theretofore paid, and Certificate Trustee shall be discharged and free of any further liability hereunder subject to Section 4.5(c). -------------- TRUST AGREEMENT Notwithstanding the foregoing provisions of this Section 6.2, upon the ----------- termination of this Trust pursuant to the provisions of Section 6.1(d), the --------------- Certificate Purchasers hereby appoint Certificate Trustee to act as liquidating trustee and the Certificate Trustee, as liquidating trustee, shall gradually settle and close the Trust's business, dispose of and convey the Trust's property, discharge or make reasonable provision for the Trust's liabilities, and distribute to the Certificate Purchasers any assets of the Trust (collectively the "Settlement Actions"); provided, that, consistent with the --------------------- -------- rights and obligations of the Trust under the Operative Documents, (A) Certificate Trustee, as liquidating trustee, shall, without limitation, (i) continue to collect payments under the Lease and otherwise continue to perform the obligations of the Lessor under the Lease and continue to exercise the rights and remedies of the Lessor under the Lease, and (ii) continue to make or cause to be made payments under the Loan Agreement and otherwise continue to perform the obligations of the Borrower under the Loan Agreement and continue to exercise the righ...
Distribution of Trust Estate Upon Termination. Upon any termination of this Trust pursuant to the provisions of Section 6.1 of this Trust Agreement, Trustee shall convey the Trust Estate to such purchaser or purchasers thereof or other Person entitled thereto and for such amount and on such terms as shall be specified in written instructions from the Majority Certificate Holders delivered to Trustee prior to the date of termination; provided, that (a) such conveyance is not in contravention of the applicable provisions of the Operative Documents, (b) if at the time of any termination the Lease Agreement remains in force and effect, then the Trust Estate shall be, subject to the Operative Documents, sold as a unit and not in parcels, and (c) in the event such written instructions are not delivered to Trustee on or before the date of termination, Trustee shall transfer title to the Trust Estate at the direction of the Majority Certificate Holders. Upon making such transfer or sale, Trustee shall be entitled to immediate receipt of any sums due and owing to Trustee for expenses (including reasonable attorneys' fees and expenses) incurred pursuant hereto or as compensation for services rendered hereunder and not theretofore paid, and Trustee shall be discharged and free of any further liability hereunder, subject to Section 5.5(h) of this Trust Agreement.
Distribution of Trust Estate Upon Termination. Upon any termination of the Trust pursuant to Section 4.1, the Trustee shall convey the Trust Estate to such purchaser or purchasers thereof or other Persons entitled thereto and for such amount and on such terms as are specified in written instructions from the Required Lenders delivered to the Trustee before the date of termination; provided that (a) if at the time of any termination the corresponding Facility Lease remains in force and effect, then such Trust Estate shall be conveyed as a unit subject to such Facility Lease and not in parcels, and (b) if such written instructions are not delivered to the Trustee on or before the date of termination, the Trustee shall transfer title to such Trust Estate to the Lenders. Upon making such transfer or sale the Trustee shall be entitled to immediate receipt of any sums due and owing to the Trustee, including, without limitation, any expenses (including reasonable attorneys' fees and expenses) incurred pursuant hereto or as compensation for services rendered hereunder and not theretofore paid and the Trustee shall be discharged and free of any further liability hereunder subject to Section 3.5(b).
Distribution of Trust Estate Upon Termination. Upon any termination of this Trust pursuant to the provisions of Section 6.1, the Trustee will convey the Trust Estate to such purchaser or purchasers thereof or other Person entitled thereto and for such amount and on such terms as are specified in written instructions from the Agent or the Majority Certificate Holders delivered to the Trustee prior to the date of termination; provided, that in the event such written instructions are not delivered to the Trustee on or before the date of termination, the Trustee transfers title to the Trust Estate to the Certificate Holders. Upon making such transfer or sale the Trustee will be entitled to immediate receipt of any sums due and owing to the Trustee for expenses (including reasonable attorneys' fees and expenses) incurred pursuant hereto or as compensation for services rendered hereunder and not theretofore paid and the Trustee will be discharged and free of any further liability hereunder subject to Section 4.5(b).
Distribution of Trust Estate Upon Termination. 14 Section 10. Successor Owner Trustee, Additional and Separate Owner Trustees.................... 15 10.1
Distribution of Trust Estate Upon Termination. Upon any termination of this Trust pursuant to Section 4.1, Trustee shall convey the Trust Estate to such purchaser or purchasers thereof or other Persons entitled thereto and for such amount and on such terms as are specified in written instructions from Agent delivered to Trustee before the date of termination; provided that (a) if at the time of any termination the Lease remains in force and effect, then the Trust Estate shall be conveyed as a unit subject to the Lease and not in parcels, and (b) if such written instructions are not delivered to Trustee on or before the date of termination, Trustee shall transfer title to the Trust Estate to Lenders. Upon making such transfer or sale Trustee shall be entitled to immediate receipt of any sums due and owing to Trustee, including, without limitation, any expenses (including reasonable attorneys' fees and expenses) incurred pursuant hereto or as compensation for services rendered hereunder and not theretofore paid and Trustee shall be discharged and free of any further liability hereunder subject to Section 3.5(c). SECTION 4.3.
Distribution of Trust Estate Upon Termination. Upon any termination of this Trust pursuant to the provisions of Section 10.2 hereof, the Trustee shall transfer title to the Trust Estate to the Beneficiary or its designee, and, upon making such transfer and accounting for all funds which have come into its hands, the Trustee shall be discharged and free of any further liability hereunder, except such liability, not payable exclusively out of the assets of the Trust Estate, as may be shown by such accounting then to exist. No later than the effective date of termination of this Trust, (i) the Trustee shall execute and deliver to the Beneficiary or its designee a xxxx of sale (substantially in the form of Schedule C to the Purchase Contract and in the required number of counterparts for recording) and other written instrument or instruments in form and content reasonably requested by the Beneficiary or its designee prior to such termination evidencing the transfer of title to the Trust Estate to the Beneficiary or its designee, and (i) the Beneficiary or its designee shall execute and deliver to the Trustee a written instrument or instruments, in the required number of counterparts for recording and in form and content reasonably requested by the Trustee, evidencing the assumption by it of the Trustee's duties and obligation s under this Trust Agreement, and the other agreements, documents and instruments referred to herein. Upon such discharge, the Beneficiary or its designee shall assume all of the Trustee's duties and obligations, and shall succeed to all of the Trustee's rights, powers and benefits under this Trust Agreement and all the documents and arrangements referred to herein.
