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

Additional Rights Upon the Occurrence of Certain Events. (a) If Bank One, N.A., as holder of the Transferor 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, 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 Bank One's notice of an Insolvency Event, the 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 Certificateholders describing the provisions of this Section 11.02, which notice shall inform Certificateholders that unless 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. 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) 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 Certificateholders in the following amounts and order of priority: (i) all accrued and unpaid interest on the Certificate Principal Balance through the Interest Period immediately preceding the Distribution Date on which such proceeds are distributed to the Certificateholders; and (ii) an amount of principal up to the Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Certificateholders pursuant to Section 11.02(b). On the day following the Distribution Date on which such proceeds are distributed to the Certificateholders, the Trust shall terminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If Bank One, N.A., as holder of the Transferor 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, 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, 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, Interest shall on the day of such appointment, 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 Bank One's notice of an Insolvency Event, the 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 Certificateholders describing the provisions of this Section 11.02, which notice shall inform Certificateholders that unless 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. 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.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 Certificateholders in the following amounts and order of priority: (i) all accrued and unpaid interest on the Certificate Principal Balance through the Interest Period immediately preceding the Distribution Date on which such proceeds are distributed to the Certificateholders; and (ii) an amount of principal up to the Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Certificateholders pursuant to Section 11.02(b). On the day following the Distribution Date on which such proceeds are distributed to the Certificateholders, Certificateholders the Trust shall terminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If Bank Oneany of RFC, N.A.Centurion Bank, as holder of the Transferor Interest, FSB or TRS 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 marshaling of assets and liabilities or similar proceedings of or relating to Bank Oneany of RFC, N.A.Centurion Bank, as holder of the Transferor Interest, FSB or TRS or of or relating to all or substantially all its their respective 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 marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Bank Oneany of RFC, N.A.Centurion Bank, as holder of the Transferor Interest and such decree shall have remained in force undischarged FSB or unstayed for a period of 30 daysTRS; or Bank Oneany of RFC, N.A.Centurion Bank, as holder of the Transferor Interest, FSB or TRS 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 obligations; or any Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (such voluntary liquidation, appointment, appointment entering of such decree, admission, filing, making, suspension or violation or other event described aboveinability, an a "Insolvency Dissolution Event"), Bank Onethe Transferors or TRS shall promptly give notice of such event to the Trustee, N.A., as holder of the Transferor Interest, and TRS 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 sell Receivables to RFC under the Receivable Purchase Agreement and the Transferors will immediately cease to transfer Receivables to the TrusteeTrust hereunder. So long as any Series issued prior to April 16, the Servicer and the Credit Enhancer of such Insolvency Event. Within 2004 remains outstanding, within 15 days of the receipt by the Trustee of Bank One's the notice of an Insolvency a Dissolution Event, the 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 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 in a commercially reasonable manner Receivables and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 11.029.02 and requesting instructions from such Holders, which notice shall inform Certificateholders that unless more than 51% of all Certificateholders request each Investor 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, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, 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 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 not instruct the Servicer to proceed to sell, dispose of, or otherwise liquidate the Mortgage Loans in a commercially reasonable manner Receivables and on commercially reasonable termsto 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 use its best efforts to sell, dispose of, or otherwise liquidate the Receivables, which efforts shall include the solicitation of competitive bids, bids and the Servicer shall proceed to use its best efforts to consummate the sale, liquidation or disposition of the Mortgage Loans Receivables as provided above with on terms equivalent to the highest bidder best purchase offer for the Mortgage LoansReceivables. Bank OneIf, N.A.however, as holder with respect to the portion of the Transferor InterestReceivables allocable to any outstanding Series, the holders 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. The portion of the Receivables allocable to any Series shall be determined in the same manner as such determination would be made pursuant to Section 12.02(c). The Transferors or any of their respective Affiliates shall be permitted to bid for the Mortgage LoansReceivables. In addition the Transferors or any of their respective 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 proposed, sale, disposition or liquidation are commercially reasonable. The provisions of Sections 11.01 9.01 and 11.02 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Mortgage Loans Receivables pursuant to Section 11.02(asubsection (a) above shall be treated as collections Collections on the Mortgage Loans received during Receivables and shall be allocated and deposited in accordance with the Rapid Amortization Periodprovisions of Article IV; provided, however, provided that the Trustee shall determine conclusively without liability for such determination the amount of such proceeds will, based on amounts specified in writing by which are allocable to Yield Collections and 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 amount of such remaining proceeds shall be paid which are allocable to Certificateholders in the following amounts and order of priority: (i) all accrued and unpaid interest on the Certificate Principal Balance through the Interest Period immediately preceding the Distribution Date on which such proceeds are distributed to the Certificateholders; and (ii) an amount of principal up to the Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Certificateholders pursuant to Section 11.02(b)Collections. On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders, the Trust shall terminate.. [END OF ARTICLE IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If Bank One, N.A., as holder of the Transferor Interestor 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 Bank One, N.A., as holder of either the Transferor Interestor 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 Bank One, N.A., as holder of either the Transferor Interest 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 Bank One, N.A., as holder of either the Transferor Interestor 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"), Bank One, N.A., as holder of the Transferor Interestshall 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 Bank One's the notice of an Insolvency a Dissolution Event, the 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 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 Certificateholders that unless more than 51% of all Certificateholders request each Investor 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. Bank OneIf, N.A.however, as holder with respect to the portion of the Receivables allocable to any outstanding Series, the holders (other than the Transferor Interestor 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) 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 Certificateholders in the following amounts and order of priority: (i) all accrued and unpaid interest on the Certificate Principal Balance through the Interest Period immediately preceding the Distribution Date on which such proceeds are distributed to the Certificateholders; and (ii) an amount of principal up to the Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Certificateholders pursuant to Section 11.02(b). On the day following the Distribution Date on which such proceeds are distributed to the Certificateholders, the Trust shall terminate.4