Dissolution of the Issuer. Upon dissolution of the Issuer, the Administrator shall wind up the business and affairs of the Issuer in accordance with Section 9.2 of the Trust Agreement.
Dissolution of the Issuer. Upon dissolution of the Issuer, the Owner Trustee shall wind up the business and affairs of the Issuer as required by Section 3808 of the Statutory Trust Act. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Owner Trustee, in the absence of actual knowledge of any other claim against the Issuer and at the written direction of the Residual Interestholder, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Act and shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act, at which time the Issuer shall terminate and this Agreement (other than Article VIII) shall be of no further force or effect.
Dissolution of the Issuer. Upon dissolution of the Issuer, the Owner Trustee shall, at the direction of the Administrator, wind up the business and affairs of the Issuer as required by Section 3808 of the Statutory Trust Act. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Trustees, in the absence of actual knowledge of any other claim against the Issuer and at the written direction of the Certificateholder, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Act. The Owner Trustee, upon surrender of the outstanding Certificates, shall distribute the remaining Trust Estate (if any) in accordance with Article V hereof and, at the written direction and expense of the Certificateholder, shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act, at which time the Issuer shall terminate and this Agreement (other than Article VIII) shall be of no further force or effect.
Dissolution of the Issuer. Upon dissolution of the Issuer, the Owner Trustee shall, at the direction of the Administrator, wind up the business and affairs of the Issuer as required by Section 3808 of the Statutory Trust Act. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Administrator, in the absence of actual knowledge of any other claim against the Issuer, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Act and upon the written direction of the Certificateholder, the Trustees shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act, at which time the Issuer shall terminate and this Agreement (other than provisions hereof which by their terms survive termination) shall be of no further force or effect.
Dissolution of the Issuer. The Issuer shall wind up and dissolve upon written notice to the Owner Trustee by the Certificateholders; provided that, the Issuer shall not wind up and dissolve prior to (a) the final distribution of all moneys or other property or proceeds of the Trust Estate in accordance with the Indenture and the Sale and Servicing Agreement and (b) the discharge of the Indenture in accordance with Article IV of the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y) entitle any such Certificateholder’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 Issuer or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.
Dissolution of the Issuer. Upon dissolution of the Issuer, the Administrator shall wind up the business and affairs of the Issuer as required by Section 3808 of the Statutory Trust Statute. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Administrator, in the absence of actual knowledge of any other claim against the Issuer, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Act. At the direction of the Administrator, the Owner Trustee shall (i), upon surrender of the outstanding Certificates or as otherwise provided in Section 9.1(c), cause the Certificate Paying Agent to distribute the remaining Trust Estate (if any) in accordance with Section 9.1 hereof, and (ii) cause the Certificate of Trust to be cancelled by executing and filing, at the expense of the Depositor, a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute, at which time the Issuer shall terminate and this Agreement (other than Article VIII) shall be of no further force or effect.
Dissolution of the Issuer. Upon dissolution of the Issuer, the Owner Trustee, acting at the written direction of the Administrator, shall wind up the business and affairs of the Issuer as required by Section 3808 of the Statutory Trust Act. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Owner Trustee, in the absence of actual knowledge of any other claim against the Issuer and at the written direction of the Certificateholder, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Act and shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act, at which time the Issuer shall terminate and this Agreement (other than Article VIII) shall be of no further force or effect.
Dissolution of the Issuer. Notice of any dissolution or termination of the Issuer shall be given in writing by the Administrator to the Depositor and the Owner Trustee. Within five (5) Business Days of receipt of such notice, the Owner Trustee shall provide written notice to the Certificateholder of the dissolution or termination of the Issuer and that the final distribution of all amounts remaining in the Trust Estate shall be made upon presentation and surrender of the outstanding Certificates to the Owner Trustee. The Owner Trustee, upon surrender of the outstanding Certificates, shall distribute the remaining Trust Estate (if any) in accordance with Article V hereof and, at the written direction and expense of the Certificateholder, shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act, at which time the Issuer shall terminate and this Agreement (other than Article VIII) shall be of no further force or effect.
Dissolution of the Issuer. The Issuer shall wind up and dissolve upon the later of (a) the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article V and (b) the discharge of the Indenture in accordance with Article IV of the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y) entitle any such Certificateholder’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 Issuer or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.
Dissolution of the Issuer. (a) The Issuer shall be dissolved, wound up and terminated as provided herein upon the Note Trustee's determination, in its sole discretion after consultation with such counsel and other experts as it deems necessary, that the Issuer is insolvent; provided that such determination shall be made without regard to any fees or expenses imposed on or otherwise owed by the Issuer to any of the Issuer Trustee, the Note Trustee and the Issuer Certificate Agent. Upon any such determination, the Note Trustee shall have the right, in its sole discretion, to (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, examiner or liquidator of the Issuer or of all or a substantial part of the Issuer Estate, (ii) make a general Agreement of Trust 29 assignment for the benefit of the Issuer's creditors, (iii) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or composition or readjustment of debts, (iv) take any corporate action for the purpose of effecting any of the foregoing or (v) do the equivalent of any of the foregoing under the laws of the United States (each action described in (i) through (v), a "Bankruptcy Action"), each with respect to the Issuer upon 90 days' prior written notice to the Certificateholders and the Depositor. Neither the Depositor nor any Certificateholder shall have any right to direct the taking of a Bankruptcy Action with respect to the Issuer; provided, however, the Certificateholders shall have the right to liquidate the assets of the Issuer on a date that is at least one year and one day after receiving a certificate from the Note Trustee that all of the obligations under the Indenture have been satisfied and discharged in full. With respect to any determination of insolvency by the Note Trustee under this Section 10.01(a), the Note Trustee shall incur no personal liability to any Person for any determination (action or inaction in connection therewith) made in good faith, and in acting (or not in acting as the case may be) under this Section, the Note Trustee shall owe no fiduciary duties to any Person other than the Noteholders. In connection with the Note Trustee's determination that the Issuer is insolvent, the Note Trustee shall not be obligated to follow the instructions of the Certificateholders and shall have no liability to the Issuer or any other Person for its failure to d...
