Common use of Distributions upon Termination Clause in Contracts

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the Insurer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority: (i) to the Class A and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer shall be paid to the Insurer after the distribution to the Class A and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the Insurer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority:: 105 (i) to the Class A and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer shall be paid to the Insurer after the distribution to the Class A and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the InsurerSurety Bond Issuer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority: (i) to the Class A and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of a termination of the Trust Fund in the event of a bankruptcy of the Class IC Certificateholders as provided in Section 16.03 of the Agreement or an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer Surety Bond Issuer shall be paid to the Insurer Surety Bond Issuer after the distribution to the Class A and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the Insurer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: : (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority: (i) to the Class A and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer shall be paid to the Insurer after the distribution to the Class A and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).A

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the Insurer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: : (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority: (i) to the Class A Certificateholders and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer shall be paid to the Insurer after the distribution to the Class A Certificateholders and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the InsurerSurety Bond Issuer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority: (i) to the Class A and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of a termination of the Trust Fund in the event of a bankruptcy of the Class IC Certificateholders as provided in Section 16.03 of the Agreement or an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer Surety Bond Issuer shall be paid to the Insurer Surety Bond Issuer after the distribution to the Class A and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).I

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the InsurerSurety Bond Issuer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority: (i) to the Class A and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of an optional a termination of the Trust under Section 16.02 Fund in the event of the Agreement, all amounts due and owing to the Insurer shall be paid to the Insurer after the distribution to the Class A and Class I Certificateholders pursuant to clause (i) a bankruptcy of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) Certificateholders as provided in Section 16.03 of this Paragraph 9(e).the Agreement or

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the InsurerSurety Bond Issuer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority: (i) to the Class A and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer Surety Bond Issuer shall be paid to the Insurer Surety Bond Issuer after the distribution to the Class A and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the InsurerSurety Bond Issuer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: : (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority: (i) to the Class A and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of a termination of the Trust Fund in the event of a bankruptcy of the Class IC Certificateholders as provided in Section 16.03 of the Agreement or an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer Surety Bond Issuer shall be paid to the Insurer Surety Bond Issuer after the distribution to the Class A and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).to

Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below: (a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the Insurer, shall be paid. (b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid. (c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor. (d) The Tax Partners' Capital Accounts shall be adjusted by: (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties. (e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority: (i) to the Class A Certificateholders and Class I Certificateholders, pro rata; and (ii) to the Class IC Certificateholder; provided, that in the event of an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer shall be paid to the Insurer after the distribution to the Class A Certificateholders and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).