Common use of Additional Rights Upon the Occurrence of Certain Events Clause in Contracts

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor voluntarily goes into liquidation or consents to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor and such decree shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other event described above, an "Insolvency Event"), the Transferor shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or inability, as the case may be (the "Appointment Day"), promptly give notice to the Trustee, the Servicer and the Credit Enhancer of such Insolvency Event. Within 15 days of the receipt by the Trustee of the Transferor's notice of an Insolvency Event, the Trustee shall (i) publish a notice in Authorized Newspapers that an Insolvency Event has occurred and that the Trustee intends to direct the Servicer to sell, dispose of or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 11.02, which notice shall inform Investor Certificateholders that unless (Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%) advise the Trustee in writing that they wish the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Mortgage Loans within 90 days from the day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall instruct the Servicer to proceed to sell, dispose of, or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and shall proceed to consummate the sale, liquidation or disposition of the Mortgage Loans as provided above with the highest bidder for the Mortgage Loans. The Transferor shall be permitted to bid for the Mortgage Loans. The Trustee may obtain a prior determination from such conservator or receiver that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 11.01 and 11.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Mortgage Loans pursuant to Section 11.02(a) above shall be treated as collections on the Mortgage Loans received during the Rapid Amortization Period; provided, however, that such proceeds will, based on amounts specified in writing by the Servicer to the Trustee, first be paid to the Credit Enhancer to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts and other amounts owing under the Insurance Agreement; and provided, further, that the Investor Fixed Allocation Percentage of such remaining proceeds shall be paid to Investor Certificateholders in the following amounts and order of priority: (i) all accrued and unpaid interest on the Class A Certificate Principal Balance through the Interest Period immediately preceding the Payment Date on which such proceeds are distributed to the Investor Certificateholders; (ii) all accrued and unpaid interest on the Class S Notional Amount through the Interest Period immediately preceding the Payment Date on which such proceeds are distributed to the Investor Certificateholders; and (iii) an amount of principal up to the Class A Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Investor Certificateholders pursuant to Section 11.02(b). On the day following the Payment Date on which such proceeds are distributed to the Investor Certificateholders, the Trust shall terminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If Bank One, as holder of the Transferor voluntarily Interest, goes into liquidation or consents to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Bank One, as holder of the Transferor Interest or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Bank One, as holder of the Transferor Interest and such decree shall have remained in force undischarged or unstayed for a period of 30 days; or Bank One, as holder of the Transferor Interest shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other event described above, an "Insolvency Event"), Bank One, as holder of the Transferor Interest shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or inability, as the case may be (the "Appointment Day"), promptly give notice to the Trustee, the Servicer and the Credit Enhancer of such Insolvency Event. Within 15 days of the receipt by the Trustee of the TransferorBank One's notice of an Insolvency Event, the Trustee Trustee, upon the direction of the Credit Enhancer or of the Certificateholders representing more than 51% of the aggregate Principal Balance of the Certificates, with the consent of the Credit Enhancer shall (i) publish a notice in Authorized Newspapers that an Insolvency Event has occurred and that the Trustee intends to direct the Servicer to sell, dispose of or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 11.02, which notice shall inform Investor Certificateholders that unless (Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%) advise the Trustee in writing that they wish the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Mortgage Loans within 90 days from the day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall instruct the Servicer to proceed to sell, dispose of, or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and shall proceed to consummate the sale, liquidation or disposition of the Mortgage Loans as provided above with the highest bidder for the Mortgage Loans. The Transferor shall be permitted to bid for the Mortgage Loans. The Trustee may obtain a prior determination from such conservator or receiver that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 11.01 and 11.02 shall not be deemed to be mutually exclusive.which (b) The proceeds from the sale, disposition or liquidation of the Mortgage Loans pursuant to Section 11.02(a) above shall be treated as collections on the Mortgage Loans received during the Rapid Amortization Period; provided, however, that such proceeds will, based on amounts specified in writing by the Servicer to the Trustee, first be paid to the Credit Enhancer to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts and other amounts owing under the Insurance Agreement; and provided, further, that the Investor Certificateholders, Fixed Allocation Percentage of such remaining proceeds shall be paid to Investor Certificateholders in the following amounts and order of priority: (i) all accrued and unpaid interest on the Class A Certificate Principal Balance through the Interest Period immediately preceding the Payment Distribution Date on which such proceeds are distributed to the Investor Certificateholders; (ii) all accrued and unpaid interest on the Class S Notional Amount through the Interest Period immediately preceding the Payment Date on which such proceeds are distributed to the Investor Certificateholders; and (iiiii) an amount of principal up to the Class A Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Investor Certificateholders pursuant to Section 11.02(b). On the day following the Payment Distribution Date on which such proceeds are distributed to the Investor Certificateholders, Certificateholders the Trust shall terminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor Seller voluntarily goes into liquidation or consents to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor Seller and such decree shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other event described aboveviolation, an "Insolvency Event"" and as used in Section 11.01(g) above such Events shall relate to any Subservicer and not to the Seller), the Transferor shall Seller shall, on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or inability, as the case may be (the "Appointment Day"), promptly give notice to the Trustee, the Servicer Trustee and the Credit Enhancer of such Insolvency Event. Within 15 days of the receipt by the Trustee of the Transferor's notice of an Insolvency Event, the Trustee shall (i) publish a notice in Authorized Newspapers that an Insolvency Event has occurred and that the Trustee intends to direct the Servicer to sell, dispose of or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 11.02, which notice shall inform Investor Certificateholders that unless (Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%) advise the Trustee in writing that they wish the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Mortgage Loans within 90 days from the day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall instruct the Servicer to proceed to sell, dispose of, or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and shall proceed to consummate the sale, liquidation or disposition of the Mortgage Loans as provided above with the highest bidder for the Mortgage Loans. The Transferor shall be permitted to bid for the Mortgage Loans. The Trustee may obtain a prior determination from such conservator or receiver that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 11.01 and 11.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Mortgage Loans pursuant to Section 11.02(a) above shall be treated as collections on the Mortgage Loans received during the Rapid Amortization Period; provided, however, that such proceeds will, based on amounts specified in writing by the Servicer to the Trustee, first be paid to the Credit Enhancer to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts and other amounts owing under the Insurance Agreement; and provided, further, that the Investor Fixed Allocation Percentage of such remaining proceeds shall be paid to Investor Certificateholders in the following amounts and order of priority: (i) all accrued and unpaid interest on the Class A Certificate Principal Balance through the Interest Period immediately preceding the Payment Date on which such proceeds are distributed to the Investor Certificateholders; (ii) all accrued and unpaid interest on the Class S Notional Amount through the Interest Period immediately preceding the Payment Date on which such proceeds are distributed to the Investor Certificateholders; and (iii) an amount of principal up to the Class A Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Investor Certificateholders pursuant to Section 11.02(b). On the day following the Payment Date on which such proceeds are distributed to the Investor Certificateholders, the Trust shall terminate.Enhancer

Additional Rights Upon the Occurrence of Certain Events. (a) If Bank One, N.A., as holder of the Transferor voluntarily Interest, goes into liquidation or consents to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Bank One, N.A., as holder of the Transferor Interest, or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Bank One, N.A., as holder of the Transferor Interest and such decree shall have remained in force undischarged or unstayed for a period of 30 days; or Bank One, N.A., as holder of the Transferor Interest, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other event described above, an "Insolvency Event"), Bank One, N.A., as holder of the Transferor Interest, shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or inability, as the case may be (the "Appointment Day"), promptly give notice to the Trustee, the Servicer and the Credit Enhancer of such Insolvency Event. Within 15 days of the receipt by the Trustee of the TransferorBank One's notice of an Insolvency Event, the Trustee Trustee, upon the direction of the Credit Enhancer or of the Certificateholders representing more than 51% of the aggregate Principal Balance of the Certificates, with the consent of the Credit Enhancer shall (i) publish a notice in Authorized Newspapers that an Insolvency Event has occurred and that the Trustee intends to direct the Servicer to sell, dispose of or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 11.02, which notice shall inform Investor Certificateholders that unless (Holders of Investor Certificates evidencing Voting Rights aggregating not less more than 51%) % of all Certificateholders advise the Trustee in writing that they wish the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Mortgage Loans within 90 days from the day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall instruct the Servicer to proceed to sell, dispose of, or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and shall proceed to consummate the sale, liquidation or disposition of the Mortgage Loans as provided above with the highest bidder for the Mortgage Loans. The Bank One, N.A., as holder of the Transferor Interest, shall be permitted to bid for the Mortgage Loans. The Trustee may obtain a prior determination from such conservator or receiver that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 11.01 and 11.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Mortgage Loans pursuant to Section 11.02(a) above shall be treated as collections on the Mortgage Loans received during the Rapid Amortization Period; provided, however, that such proceeds will, based on amounts specified in writing by the Servicer to the Trustee, first be paid to the Credit Enhancer to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts and other amounts owing under the Insurance Agreement; and provided, further, that the Investor Fixed Allocation Percentage of such remaining proceeds shall be paid to Investor Certificateholders in the following amounts and order of priority: (i) all accrued and unpaid interest on the Class A Certificate Principal Balance through the Interest Period immediately preceding the Payment Distribution Date on which such proceeds are distributed to the Investor Certificateholders; (ii) all accrued and unpaid interest on the Class S Notional Amount through the Interest Period immediately preceding the Payment Date on which such proceeds are distributed to the Investor Certificateholders; and (iiiii) an amount of principal up to the Class A Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Investor Certificateholders pursuant to Section 11.02(b). On the day following the Payment Distribution Date on which such proceeds are distributed to the Investor Certificateholders, the Trust shall terminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor or Nordstrom Credit, Inc. voluntarily goes into liquidation or consents to the appointment of a conservator trustee, conservator, receiver, liquidator, custodian or receiver or liquidator or other similar person official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities liabilities, receivership, conservatorship or similar proceedings of or relating to either the Transferor or Nordstrom Credit, Inc. or of or relating to all or substantially all of its property, ; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator trustee, conservator, receiver, liquidator, custodian or receiver or liquidator or other similar person official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities liabilities, receivership, conservatorship or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against either the Transferor and or Nordstrom Credit, Inc. and, only in the case of Nordstrom Credit, Inc., such decree or order shall have remained in force undischarged or unstayed for a period of 30 sixty (60) days; or either the Transferor or Nordstrom Credit, Inc. shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency bankruptcy, insolvency, receivership, conservatorship or reorganization statutestatute , make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations obligations; an involuntary petition shall be filed with respect to the Transferor or Nordstrom Credit, Inc. in a court of competent jurisdiction seeking to take advantage of any applicable bankruptcy, insolvency, receivership, conservatorship or reorganization statute and, only in the case of Nordstrom Credit, Inc., such proceeding or petition shall continue undismissed for sixty (60) days; or the Transferor shall become unable for any reason to transfer Receivables in accordance with the provisions of this Agreement (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other event described aboveinability, an "Insolvency a Dissolution Event"), the Transferor shall promptly give notice of such event to the Trustee, and the Transferor shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or inability, as the case may be (the "Appointment Day"), promptly give notice immediately cease to transfer Principal Receivables to the TrusteeTrust hereunder. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Servicer and Trust prior to the Credit Enhancer occurrence of such Insolvency EventDissolution Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created shall continue to be part of the Trust, and such Collections shall continue to be allocated and deposited in accordance with the provisions of Article IV. Within 15 days of the receipt by the Trustee of the Transferor's notice of an Insolvency a Dissolution Event, the Trustee shall (i) publish a notice in an Authorized Newspapers Newspaper that an Insolvency a Dissolution Event has occurred and that the Trustee intends to direct the Servicer to sell, dispose of or otherwise liquidate the Mortgage Loans Receivables in a commercially reasonable manner and (ii) send written notice to the Investor Certificateholders and any Enhancement Provider entitled thereto describing the provisions of this Section 11.029.2 and requesting instructions from such Holders, which notice shall inform request each Investor Certificateholders that unless (Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%) Certificateholder to advise the Trustee in writing that they wish it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Mortgage Loans within Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall instruct the Servicer to take. If after 90 days from the day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall not have received written instructions of Holders (other than the Transferor or any of its Affiliates) of Investor Certificates representing Undivided Interests aggregating in excess of 50% of the related Invested Amount of each Series (or in the case of a Series having more than one class of Investor Certificates, each class of such Series) to the effect that the Trustee shall instruct the Servicer not to sell, dispose of, or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth herein, the Trustee shall instruct the Servicer to proceed to sell, dispose of, or otherwise liquidate the Mortgage Loans Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, bids and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Mortgage Loans Receivables as provided above with the highest bidder for the Mortgage LoansReceivables. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, the holders (other than the Transferor or any of its Affiliates) of more than 50% of the principal amount of each class of such Series instruct the Trustee not to sell the portion of the Receivables allocable to such Series, the Trust shall continue with respect to such Series pursuant to the terms of the Agreement and the Supplement. If specified in the applicable Supplement, the holder (other than the Transferor or any of its Affiliates) of an Enhancement Invested Amount with respect to a Series shall be entitled to give instructions pursuant to this Section 9.2 as if such Enhancement Invested Amount were a class of such Series. The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the Aggregate Principal Receivables and (C) a fraction the numerator of which is the related Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Invested Percentages with respect to Finance Charge Receivables of all Series outstanding and (2) the Invested Amount of such Series. The Transferor or any of its Affiliates shall be permitted to bid for the Mortgage LoansReceivables. In addition the Transferor or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from such the conservator or receiver that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 11.01 9.1 and 11.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Mortgage Loans pursuant to Section 11.02(a) above shall be treated as collections on the Mortgage Loans received during the Rapid Amortization Period; provided, however, that such proceeds will, based on amounts specified in writing by the Servicer to the Trustee, first be paid to the Credit Enhancer to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts and other amounts owing under the Insurance Agreement; and provided, further, that the Investor Fixed Allocation Percentage of such remaining proceeds shall be paid to Investor Certificateholders in the following amounts and order of priority: (i) all accrued and unpaid interest on the Class A Certificate Principal Balance through the Interest Period immediately preceding the Payment Date on which such proceeds are distributed to the Investor Certificateholders; (ii) all accrued and unpaid interest on the Class S Notional Amount through the Interest Period immediately preceding the Payment Date on which such proceeds are distributed to the Investor Certificateholders; and (iii) an amount of principal up to the Class A Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Investor Certificateholders pursuant to Section 11.02(b). On the day following the Payment Date on which such proceeds are distributed to the Investor Certificateholders, the Trust shall terminate.4