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 conserva- tor or receiver or liquidator in any insolvency, read- justment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all their respec- tive 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 in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceed- ings, or for the winding-up or liquidation of its af- fairs, shall have been entered against the Transferor; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file a peti- tion to take advantage of any applicable insolvency or reorganization statute, make an assignment for the bene- fit of its creditors or voluntarily suspend payment of its obligations; or the 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, entering of such decree, admission, filing, making, suspension or inabili- ty, a "Dissolution Event"), the Transferor shall promptly give notice of such event to the Trustee, and the Trans- feror 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"), immediately cease to transfer Princi- pal Receivables to the Trust hereunder. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Dissolution Event and Collections in respect of such Principal Re- ceivables and Finance Charge Receivables whenever created shall continue to be part of the Trust, and such Collec- tions 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 notice of a Dissolution Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that a Dissolution Event has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the 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 Sec- tion 9.2 and requesting instructions from such Holders, which notice shall request each Investor Certificatehold- er to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificatehold- er wishes the Trustee to 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 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 Certifi- cateholder refuses to advise the Trustee as to the spe- cific 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 Certifi- xxxxx, 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 in- struct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth herein, the Trust- ee shall instruct the Servicer to proceed to sell, dis- pose of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially rea- sonable terms, which shall include the solicitation of competitive bids and the Servicer shall proceed to con-

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 conserva- tor trustee, conservator, receiver, liquidator, custodian or receiver or liquidator other similar official in any bankruptcy, insolvency, read- justment readjustment of debt, marshaling 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 their respec- tive 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 other similar official in any bankruptcy, insolvency, readjustment of debt, marshaling marshalling of assets and liabilities liabilities, receivership, conservatorship or similar proceed- ingsproceedings, or for the winding-up or liquidation of its af- fairsaffairs, shall have been entered against the Transferor; or either the Transferor 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 sixty (60) days; either the Transferor or Nordstrom Credit, Inc. shall admit in writing its inability to pay its debts generally as they become due, file a peti- tion petition to take advantage of any applicable insolvency bankruptcy, insolvency, receivership, conservatorship or reorganization statutestatute , make an assignment for the bene- fit benefit of its creditors or voluntarily suspend payment of its 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 to the Trust in accordance with the provisions of this Agreement (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or inabili- tyinability, a "Dissolution Event"), the Transferor shall promptly give notice of such event to the Trustee, and the Trans- feror 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"), immediately cease to transfer Princi- pal Principal Receivables to the Trust hereunder. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Dissolution Event and Collections in respect of such Principal Re- ceivables Receivables and Finance Charge Receivables whenever created shall continue to be part of the Trust, and such Collec- tions 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 notice of a Dissolution Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that a Dissolution Event has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the 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 Sec- tion Section 9.2 and requesting instructions from such Holders, which notice shall request each Investor Certificatehold- er Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificatehold- er Certificateholder wishes the Trustee to 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 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 Certifi- cateholder Certificateholder refuses to advise the Trustee as to the spe- cific 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 Certifi- xxxxxCertificates, 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 in- struct instruct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth herein, the Trust- ee Trustee shall instruct the Servicer to proceed to sell, dis- pose dispose of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially rea- sonable reasonable terms, which shall include the solicitation of competitive bids and the Servicer shall proceed to con-consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables. 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 Receivables. 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 the conservator or receiver that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.1 and 9.2 shall not be deemed to be mutually exclusive. 4

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 conserva- tor conservator or receiver or liquidator or similar person in any insolvency, read- justment readjustment of debt, marshaling 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 their respec- tive 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, marshaling marshalling of assets and liabilities or similar proceed- ingsproceedings, or for the winding-up or liquidation of its af- fairsaffairs, shall have been entered against Bank One, as holder of the TransferorTransferor 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 peti- tion petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the bene- fit benefit of its creditors or voluntarily suspend payment of its obligations; or the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or inabili- tyviolation or other event described above, a an "Dissolution Insolvency Event"), Bank One, as holder of the Transferor shall promptly give notice of such event to the Trustee, and the Trans- feror 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"), immediately cease to transfer Princi- pal Receivables promptly give notice to the Trust hereunder. Notwithstanding any cessation of Trustee, the transfer to Servicer and the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence Credit Enhancer of such Dissolution Event and Collections in respect of such Principal Re- ceivables and Finance Charge Receivables whenever created shall continue to be part of the Trust, and such Collec- tions shall continue to be allocated and deposited in accordance with the provisions of Article IVInsolvency Event. Within 15 days of the receipt by the Trustee of the Bank One's notice of a Dissolution 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 Authorized Newspaper that a Dissolution Insolvency Event has occurred and that the Trustee intends to direct the Servicer to sell, dispose of or otherwise liquidate the Receivables Mortgage Loans 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 Sec- tion 9.2 and requesting instructions from such HoldersSection 11.02, which notice shall request each Investor Certificatehold- er to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificatehold- er wishes the Trustee to 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 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 Certifi- cateholder refuses to advise the Trustee as to the spe- cific 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 Certifi- xxxxx, 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 in- struct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth herein, the Trust- ee shall instruct the Servicer to proceed to sell, dis- pose of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially rea- sonable terms, which shall include the solicitation of competitive bids and the Servicer shall proceed to con-which

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 conserva- tor conservator or receiver or liquidator or similar person in any insolvency, read- justment readjustment of debt, marshaling 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 their respec- tive 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, marshaling marshalling of assets and liabilities or similar proceed- ingsproceedings, or for the winding-up or liquidation of its af- fairsaffairs, shall have been entered against Bank One, N.A., as holder of the TransferorTransferor 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 peti- tion petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the bene- fit benefit of its creditors or voluntarily suspend payment of its obligations; or the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or inabili- tyviolation or other event described above, a an "Dissolution Insolvency Event"), Bank One, N.A., as holder of the Transferor shall promptly give notice of such event to the TrusteeInterest, and the Trans- feror 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"), immediately cease to transfer Princi- pal Receivables promptly give notice to the Trust hereunder. Notwithstanding any cessation of Trustee, the transfer to Servicer and the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence Credit Enhancer of such Dissolution Event and Collections in respect of such Principal Re- ceivables and Finance Charge Receivables whenever created shall continue to be part of the Trust, and such Collec- tions shall continue to be allocated and deposited in accordance with the provisions of Article IVInsolvency Event. Within 15 days of the receipt by the Trustee of the Bank One's notice of a Dissolution 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 Authorized Newspaper that a Dissolution Insolvency Event has occurred and that the Trustee intends to direct the Servicer to sell, dispose of or otherwise liquidate the Receivables Mortgage Loans 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 Sec- tion 9.2 and requesting instructions from such HoldersSection 11.02, which notice shall request each Investor Certificatehold- er to inform Certificateholders that unless more than 51% of all Certificateholders advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificatehold- er wishes they wish the Trustee to 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 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 Certifi- cateholder refuses to advise the Trustee as to the spe- cific action the Trustee shall instruct the Servicer to take. If after Mortgage Loans within 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 Certifi- xxxxx, each class of such Series) to the effect that the Trustee shall instruct the Servicer not to proceed to sell, dispose of, or otherwise liquidate the Receivables and to in- struct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth herein, the Trust- ee shall instruct the Servicer to proceed to sell, dis- pose of, or otherwise liquidate the Receivables Mortgage Loans in a commercially reasonable manner and on commercially rea- sonable reasonable terms, which shall include the solicitation of competitive bids bids, and the Servicer shall proceed to con-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.