Common use of Termination of Owner Trust Agreement Clause in Contracts

Termination of Owner Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect on the earlier of: (i) the satisfaction and discharge of the Indenture pursuant to Section 4.01 of the Indenture and the termination of the Sale and Servicing Agreement; and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to the Court of St. James's) alive on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Residual Interest Certificates shall be subject to an early redemption or termination at the option of the Company in the manner and subject to the provisions of Section 11.02 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, none of the ----------------------- Depositor, the Company nor any Owner shall be entitled to revoke or terminate the Trust. (d) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Residual Interest Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders and the Rating Agencies mailed within five Business Days of receipt by the Owner Trustee of notice of such termination pursuant to Section 9.1(a) or (b) above, which notice given by the Owner Trustee shall state ------------- - (i) the Payment Date upon or with respect to which final payment of the Residual Interest Certificates shall be made upon presentation and surrender of the Residual Interest Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Residual Interest Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02 of the Sale and Servicing Agreement. In the event that all of the Certificateholders shall not surrender their Residual Interest Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Residual Interest Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Residual Interest Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Residual Interest Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Paying Agent to the Residual Interestholders on a pro rata basis. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 of the Business Trust Statute.

Termination of Owner Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect on the earlier of: (i) the satisfaction and discharge of the Indenture pursuant to Section 4.01 of the Indenture and the termination of the Sale and Servicing Agreement; and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx Joseph P. Kennedy (the late ambassador of the United States to the Court of St. xxx Xxxxx xx Xx. James's) alive on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Residual Interest Certificates shall be subject to an early redemption or termination at the option of the Company in the manner and subject to the provisions of Section 11.02 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, none of the ----------------------- Depositor, the Company nor any Owner shall be entitled to revoke or terminate the Trust. (d) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Residual Interest Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders and the Rating Agencies mailed within five Business Days of receipt by the Owner Trustee of notice of such termination pursuant to Section 9.1(a) or (b) above, which notice given by the Owner Trustee shall state ------------- - (i) the Payment Date upon or with respect to which final payment of the Residual Interest Certificates shall be made upon presentation and surrender of the Residual Interest Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Residual Interest Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02 of the Sale and Servicing Agreement. In the event that all of the Certificateholders shall not surrender their Residual Interest Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Residual Interest Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Residual Interest Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Residual Interest Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Paying Agent to the Residual Interestholders on a pro rata basis. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 of the Business Trust Statute.

Termination of Owner Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect on the earlier of: (i) the satisfaction and discharge of the Indenture pursuant to Section 4.01 of the Indenture and the termination of the Sale and Servicing Agreement; and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to the Court of St. James's) alive on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Residual Interest Certificates shall be subject to an early redemption or termination at the option of the Company in the manner and subject to the provisions of Section 11.02 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, none of the ----------------------- Depositor, the Company nor any Owner shall be entitled to revoke or terminate the Trust. (d) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Residual Interest Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders and the Rating Agencies mailed within five Business Days of receipt by the Owner Trustee of notice of such termination pursuant to Section 9.1(a) or (b) above, which notice given by the Owner Trustee shall state ------------- - (i) the Payment Date upon or with respect to which final payment of the Residual Interest Certificates shall be made upon presentation and surrender of the Residual Interest Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Residual Interest Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02 of the Sale and Servicing Agreement. In the event that all of the Certificateholders shall not surrender their Residual Interest Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Residual Interest Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Residual Interest Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Residual Interest Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Paying Agent to the Residual Interestholders on a pro rata basis. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 of the Business Trust Statute.

Termination of Owner Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate and be of no further force or effect on the earlier of: (i) the satisfaction and discharge of the Indenture pursuant to Section 4.01 of the Indenture and the termination of the Sale and Servicing Agreement; and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to the Court of St. James's) alive on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Residual Interest Certificates shall be subject to an early redemption or termination at the option of the Company in the manner and subject to the provisions of Section 11.02 of the Sale and Servicing Agreement. (c) Except as provided in Sections 9.1(a) and (b) above, none of the ----------------------- Depositor, the Company nor any Owner shall be entitled to revoke or terminate the Trust. (d) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Residual Interest Certificates to the Paying Agent for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders and the Rating Agencies mailed within five Business Days of receipt by the Owner Trustee of notice of such termination pursuant to Section 9.1(a) or (b) above, which notice given by the Owner Trustee shall state ------------- - (i) the Payment Date upon or with respect to which final payment of the Residual Interest Certificates shall be made upon presentation and surrender of the Residual Interest Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Residual Interest Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02 of the Sale and Servicing Agreement. In the event that all of the Certificateholders shall not surrender their Residual Interest Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Residual Interest Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Residual Interest Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Residual Interest Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Paying Agent to the Residual Interestholders on a pro rata basisbasis and the Owner Trustee shall not be liable for payment of such funds. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 3810 of the Business Trust Statute.

Termination of Owner Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall ------------ terminate and be of no further force or effect on the earlier of: (i) the satisfaction and discharge of the Indenture pursuant to Section 4.01 of the ------------ Indenture and the termination of the Sale Master Servicing Agreement and Servicing the Insurance Agreement; and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to the Court of St. James's) alive on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Residual Interest Certificates shall be subject to an early redemption or termination at the option of the Company Majority Residual Interestholders[, the Securities Insurer] or the Servicer in the manner and subject to the provisions of [Section 11.02 of 9.02 of] the Sale and Master Servicing Agreement.. ------------ (c) Except as provided in Sections 9.1(a) and (b) above, none of the ----------------------- Depositor, the Company Company[, the Securities Insurer] nor any Owner shall be entitled to revoke or terminate the Trust. (d) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Residual Interest Certificates to the [Paying Agent Agent] for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders Certificateholders[, the Securities Insurer] and the Rating Agencies mailed within five Business Days of receipt by the Owner Trustee of notice of such termination pursuant to Section 9.1(a) or (b) above, which notice given by the Owner Trustee shall state ------------- - -------------- --- (i) the Payment Date upon or with respect to which final payment of the Residual Interest Certificates shall be made upon presentation and surrender of the Residual Interest Certificates at the office of the [Paying Agent Agent] therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificates at the office of the [Paying Agent Agent] therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) [and the Paying Agent Agent] at the time such notice is given to Certificateholders. Upon presentation and surrender of the Residual Interest Certificates, the [Paying Agent Agent] shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to [Section 5.02 of 4.02 of] the Sale and Master Servicing ------------ Agreement. In the event that all of the Certificateholders shall not surrender their Residual Interest Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Residual Interest Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Residual Interest Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Residual Interest Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the [Paying Agent Agent] to the Residual Interestholders on a pro rata basis. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 of the Business Trust Statute.

Termination of Owner Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall ------------ terminate and be of no further force or effect on the earlier of: (i) the satisfaction and discharge of the Indenture pursuant to Section 4.01 of the ------------ Indenture and the termination of the Sale Master Servicing Agreement and Servicing the Insurance Agreement; and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to the Court of St. James's) alive on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Residual Interest Certificates shall be subject to an early redemption or termination at the option of the Company Majority Residual Interestholders[, the Securities Insurer] or the Servicer in the manner and subject to the provisions of [Section 11.02 of 9.02 of] the Sale and Master Servicing Agreement.. ------------ (c) Except as provided in Sections 9.1(a) and (b) above, none of the ----------------------- Depositor, the Company Company[, the Securities Insurer] nor any Owner shall be entitled to revoke or terminate the Trust. (d) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Residual Interest Certificates to the [Paying Agent Agent] for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders Certificateholders[, the Securities Insurer] and the Rating Agencies mailed within five Business Days of receipt by the Owner Trustee of notice of such termination pursuant to Section 9.1(a) or (b) above, which notice given by the Owner Trustee shall state ------------- - -------------- --- (i) the Payment Date upon or with respect to which final payment of the Residual Interest Certificates shall be made upon presentation and surrender of the Residual Interest Certificates at the office of the [Paying Agent Agent] therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificates at the office of the [Paying Agent Agent] therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) [and the Paying Agent Agent] at the time such notice is given to Certificateholders. Upon presentation and surrender of the Residual Interest Certificates, the [Paying Agent Agent] shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to [Section 5.02 of 4.02 of] the Sale and Master ------------ Servicing Agreement. In the event that all of the Certificateholders shall not surrender their Residual Interest Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Residual Interest Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Residual Interest Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Residual Interest Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the [Paying Agent Agent] to the Residual Interestholders on a pro rata basis. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 of the Business Trust Statute.

Termination of Owner Trust Agreement. (a) This Agreement (other than Article VIII) and the Trust shall terminate ------------ and be of no further force or effect on the earlier of: (i) the satisfaction and discharge of the Indenture pursuant to Section 4.01 of the Indenture and the ------------ termination of the Sale Master Servicing Agreement and Servicing the Insurance Agreement; and (ii) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx (the late ambassador of the United States to the Court of St. James's) alive on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Owner's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Residual Interest Certificates shall be subject to an early redemption or termination at the option of the Company Majority Residual Interestholders[, the Securities Insurer] or the Servicer in the manner and subject to the provisions of [Section 11.02 of 9.02 of] the Sale and Master Servicing Agreement.. ------------ (c) Except as provided in Sections 9.1(a) and (b) above, none of the ----------------------- Depositor, the Company Company[, the Securities Insurer] nor any Owner shall be entitled to revoke or terminate the Trust. (d) Notice of any termination of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Residual Interest Certificates to the [Paying Agent Agent] for payment of the final distributions and cancellation, shall be given by the Owner Trustee to the Certificateholders Certificateholders[, the Securities Insurer] and the Rating Agencies mailed within five Business Days of receipt by the Owner Trustee of notice of such termination pursuant to Section 9.1(a) or (b) above, which notice given by the Owner Trustee shall state ------------- - -------------- --- (i) the Payment Date upon or with respect to which final payment of the Residual Interest Certificates shall be made upon presentation and surrender of the Residual Interest Certificates at the office of the [Paying Agent Agent] therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Residual Interest Certificates at the office of the [Paying Agent Agent] therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) [and the Paying Agent Agent] at the time such notice is given to Certificateholders. Upon presentation and surrender of the Residual Interest Certificates, the [Paying Agent Agent] shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to [Section 5.02 of 4.02 of] the Sale and Master Servicing Agreement. ------------- In the event that all of the Certificateholders shall not surrender their Residual Interest Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Residual Interest Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Residual Interest Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Residual Interest Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the [Paying Agent Agent] to the Residual Interestholders on a pro rata basis. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3820 of the Business Trust Statute.