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

Dissolution upon Insolvency of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, this Agreement shall be terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class A Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting together as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or if only the Certificate is then outstanding, the Certificateholder, to the effect that the Receivables should not be liquidated and the Trust should not be terminated. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Owner Trustee and each Rating Agency written notice of such Insolvency Event and (B) upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the Noteholders and the Certificateholder; provided, however, that any failure to give a notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section 9.02, the Owner Trustee promptly shall, or if any Notes are outstanding, the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant to Section 5.04(e) of the Indenture) shall, promptly sell the assets of the Trust (other than funds on deposit in the Collection Account, Payahead Account and Reserve Fund [and excepting the Sub-Trust Assets]) in a commercially reasonable manner and on commercially reasonable terms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreement.]

Dissolution upon Insolvency of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, this Agreement shall be terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Eligible Lender Trustee shall have received written instructions from the Indenture Trustee (or the Indenture Trustee acting on behalf holders of the Class A Notes pursuant to Section 5.04(cTrust Certificates (other than the Depositor) of the Indenture) or the Holders of at least 51representing more than 50% of the Outstanding Amount of Certificate Balance (not including the Class A Notes acting together as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes Trust Certificates held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or if only the Certificate is then outstanding, the CertificateholderDepositor), to the effect that each such party disapproves of the Receivables should not be liquidated liquidation of the Financed Student Loans and termination of the Trust, in which event the Trust should not be terminatedshall continue in accordance with the Basic Documents. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (Ai) the Depositor shall give the Indenture Trustee, the Owner Trustee and each Rating Agency the Eligible Lender Trustee written notice of such Insolvency Event and Event, (Bii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the Noteholders holders of the Trust Certificates and the CertificateholderIndenture Trustee, of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Eligible Lender Trustee or the Depositor, give prompt written notice to the holders of the Notes of the occurrence of such event; providedPROVIDED, howeverHOWEVER, that any failure to give a notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section 9.02Section, the Owner Eligible Lender Trustee promptly shall, or if any Notes are outstanding, shall direct the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant promptly to Section 5.04(e) of the Indenture) shall, promptly sell the assets of the Trust (other than funds on deposit in the Collection Account, Payahead Account and Reserve Fund [and excepting the Sub-Trust Assets]Accounts) in a commercially reasonable manner and on commercially reasonable terms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreementterms.]

Dissolution upon Insolvency of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, this Agreement shall be terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (A) the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class A Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting together as a single Class (without the consent of the Class B Notes or the Class C Notes) or (B) after the Class A Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class B Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class B Notes (without the consent of any Holder of the Class C Notes) or (C) after the Class B Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class C Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC TMCRC or any of their Affiliates) ), or if only the Certificate is Certificates are then outstanding, Holders of at least 51% of the CertificateholderCertificate Balance, to the effect that the Receivables should not be liquidated and the Trust should not be terminated. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Owner Trustee and each Rating Agency written notice of such Insolvency Event and (B) upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the Noteholders and the CertificateholderCertificateholders; providedPROVIDED, howeverHOWEVER, that any failure to give a notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section 9.02, the Owner Trustee promptly shall, or if any Notes are outstanding, the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant to Section 5.04(e) of the Indenture) shall, promptly sell the assets of the Trust (other than funds on deposit in the Collection Account, Payahead Account and Reserve Fund [and excepting the Sub-Trust Assets]Fund) in a commercially reasonable manner and on commercially reasonable terms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreement.]

Dissolution upon Insolvency of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, this Agreement shall be terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (A) the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class A Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting together as a single Class (without the consent of the Class B Notes or the Class C Notes) or (B) after the Class A Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class B Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class B Notes (without the consent of any Holder of the Class C Notes) or (C) after the Class B Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class C Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC TMCRC or any of their Affiliates) ), or if only the Certificate is Certificates are then outstanding, Holders of at least 51% of the CertificateholderCertificate Balance, to the effect that the Receivables should not be liquidated and the Trust should not be terminated. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Owner Trustee and each Rating Agency written notice of such Insolvency Event and (B) upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the Noteholders and the CertificateholderCertificateholders; providedPROVIDED, howeverHOWEVER, that any failure to give a notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section 9.02, the Owner Trustee promptly shall, or if any Notes are outstanding, the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant to Section 5.04(e) of the Indenture) shall, promptly sell the assets of the Trust (other than funds on deposit in the Collection Account, Payahead Account and Reserve Fund [and excepting the Sub-Trust Assets]Fund) in a commercially reasonable manner and on commercially reasonable terms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreement.]. ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Dissolution upon Insolvency of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, this Agreement shall be terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from (A) the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class A Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting together as a single Class (without the consent of any Holder of a Class B Note) or (B) after the Class A Notes have been paid in full, the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class B Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class B Notes (in each case excluding for such purposes the outstanding principal amount purpose of calculating the Outstanding Amount any Class A Notes held of record or beneficially owned by TMCCAHFC, TAFR LLC AHRC or any of their Affiliates) ), or if only the Certificate is Trust Certificates are then outstanding, Holders of Trust Certificates representing at least 51% of the CertificateholderCertificate Balance, to the effect that the Receivables should not be liquidated and the Trust Issuer should not be terminated. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Owner Trustee and each Rating Agency written notice of such Insolvency Event and (B) upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the Noteholders and the CertificateholderCertificateholders; providedPROVIDED, howeverHOWEVER, that any failure to give a notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section 9.02, the Owner Trustee promptly shall, or if any Notes are outstanding, the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant to Section 5.04(e) of the Indenture) shall, promptly sell the assets of the Trust Issuer (other than funds on deposit in the Collection Account, Payahead Account and Reserve Fund [and excepting the Sub-Trust Assets]Fund) in a commercially reasonable manner and on commercially reasonable terms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust Issuer shall be treated as collections under the Sale and Servicing Agreement and shall be deposited in into the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreement.]. ARTICLE TEN SUCCESSOR OWNER XXXXXXX AND ADDITIONAL OWNER TRUSTEES

Dissolution upon Insolvency of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, this Agreement shall be terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Eligible Lender Trustee shall have received written instructions from the Indenture Trustee (or the Indenture Trustee acting on behalf holders of the Class A Notes pursuant to Section 5.04(cTrust Certificates (other than the Depositor) of the Indenture) or the Holders of at least 51representing more than 50% of the Outstanding Amount of Certificate Balance (not including the Class A Notes acting together as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes Trust Certificates held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or if only the Certificate is then outstanding, the CertificateholderDepositor), to the effect that each such party disapproves of the Receivables should not be liquidated liquidation of the Financed Student Loans and termination of the Trust, in which event the Trust should not be terminatedshall continue in accordance with the Basic Documents. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (Ai) the Depositor shall give the Indenture Trustee, the Owner Trustee and each Rating Agency the Eligible Lender Trustee written notice of such Insolvency Event and Event, (Bii) the Eligible Lender Trustee shall, upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the Noteholders holders of the Trust Certificates and the CertificateholderIndenture Trustee, of the occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Eligible Lender Trustee or the Depositor, give prompt written notice to the holders of the Notes of the occurrence of such event; provided, however, that any failure to give a notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section 9.02Section, the Owner Eligible Lender Trustee promptly shall, or if any Notes are outstanding, shall direct the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant promptly to Section 5.04(e) of the Indenture) shall, promptly sell the assets of the Trust (other than funds on deposit in the Collection Account, Payahead Account and Reserve Fund [and excepting the Sub-Trust Assets]Accounts) in a commercially reasonable manner and on commercially reasonable terms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreementterms.]

Dissolution upon Insolvency of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, this Agreement shall be terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class A Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting together as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or if only the Certificate is then outstanding, the Certificateholder, to the effect that the Receivables should not be liquidated and the Trust should not be terminated. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Owner Trustee and each Rating Agency written notice of such Insolvency Event and (B) upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the Noteholders and the Certificateholder; provided, however, that any failure to give a notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section 9.02, the Owner Trustee promptly shall, or if any Notes are outstanding, the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant to Section 5.04(e) of the Indenture) shall, promptly sell the assets of the Trust (other than funds on deposit in the Collection Account, Payahead Account and Reserve Fund [and excepting the Sub-Trust Assets]) in a commercially reasonable manner and on commercially reasonable terms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreement.]

Dissolution upon Insolvency of the Depositor. In the event that an Insolvency Event shall occur with respect to the Depositor, this Agreement shall be terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from the Indenture Trustee (or the Indenture Trustee acting on behalf of the Class A Notes pursuant to Section 5.04(c) of the Indenture) or the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting together as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or if only the Certificate is then outstanding, the Certificateholder, to the effect that the Receivables should not be liquidated and the Trust should not be terminated. Promptly after the occurrence of any Insolvency Event with respect to the Depositor, (A) the Depositor shall give the Indenture Trustee, the Owner Trustee and each Rating Agency written notice of such Insolvency Event and (B) upon the receipt of such written notice from the Depositor, the Indenture Trustee and Owner Trustee, respectively, shall give prompt written notice thereof to the Noteholders and the Certificateholder; providedPROVIDED, howeverHOWEVER, that any failure to give a notice required by this sentence to a party not then entitled to instruct the Owner Trustee that the dissolution should not occur shall not prevent or delay, in any manner, a termination of the Trust pursuant to the first sentence of this Section 9.02. Upon a termination pursuant to this Section 9.02, the Owner Trustee promptly shall, or if any Notes are outstanding, the Indenture Trustee (or relevant Indenture Trustee for the relevant Class or Classes of Notes pursuant to Section 5.04(e) of the Indenture) shall, promptly sell the assets of the Trust (other than funds on deposit in the Collection Account, Payahead Account and Reserve Fund [and excepting the Sub-Trust Assets]Fund) in a commercially reasonable manner and on commercially reasonable terms and, if any Notes are outstanding, in accordance with the terms of the Indenture. The proceeds of such a sale of the assets of the Trust shall be treated as collections under the Sale and Servicing Agreement and shall be deposited in the Collection Account and distributed pursuant to the terms of Section 5.06 of the Sale and Servicing Agreement.]