Common use of Pay Out Events Clause in Contracts

Pay Out Events. If any one of the following events shall occur with respect to any Series: (a) an Account Owner shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an “Insolvency Event”); (c) the Trust shall become an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, a Pay Out Event shall occur with respect to such Series without any notice or other action on the part of the Trustee or the Investor Certificateholders, immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a “Trust Pay Out Event”) shall occur with respect to any Seriesoccur: (a) an Account Owner the Transferor, any other holder of the Transferor Certificate, the RPA Seller, Cabela’s Incorporated or any parent or affiliate thereof shall become a debtor under any Debtor Relief Law, consent to the appointment of a conservatortrustee, receiver, trustee conservator or receiver or liquidator in any bankruptcy insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner the Transferor, such other holder of the Transferor Certificate, the RPA Seller, Cabela’s Incorporated or of any parent or relating to affiliate thereof or 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 conservatortrustee, receiver, trustee conservator or receiver or liquidator in any bankruptcy 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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, any other holder of the Transferor Certificate, the RPA Seller, Cabela’s Incorporated or any parent or affiliate thereof; or the Transferor or other holder of the Transferor Certificate or the RPA 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, bankruptcy insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) aboveevent, an “Insolvency Event”); (b) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement or the RPA Seller shall become unable for any reason to transfer Receivables to the Transferor in accordance with the provisions of the Receivables Purchase Agreement; or (c) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a “Trust Pay Out Event”) shall occur with respect to any Seriesoccur: (a) an Account Owner the Transferor, HSBC Nevada, HRAC II or HSBC Finance shall consent to the appointment of a conservator, receiver, bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, bankruptcy trustee or receiver or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (bankruptcy proceeding or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any other insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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, HSBC Nevada, HRAC II or HSBC Finance; or the Transferor Transferor, HSBC Nevada, HRAC II or HSBC Finance 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 or reorganization statutestatute including the United States Bankruptcy Code, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations obligations; or the Transferor shall become unable for any reason , including the breach by either DMCCB or HSBC Nevada of its obligation under the applicable Bank Receivables Purchase Agreement to transfer to HRAC II, as applicable, such of those Receivables (any as defined in the applicable Bank Receivables Purchase Agreement) that are required to be conveyed to the Trustee pursuant to this Agreement, the breach by HRAC II of its obligation under the applicable Purchase Agreement, to transfer Receivables (as defined in such event described Purchase Agreement) to the Transferor, and the breach by MRI of its obligation to transfer Receivables to the Trust in accordance with the provisions of this clause Agreement; or (b) or in clause (a) above, an “Insolvency Event”); (c) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Securities shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Securityholders immediately upon the occurrence of such event. The Trustee shall provide notice of a Pay Out Event in a prompt manner to each Rating Agency.

Pay Out Events. If any one of the following events (each, a “Trust Pay Out Event”) shall occur with respect to any Seriesoccur: (a) an the Account Owner shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an the Account Owner or 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 or receiver or liquidator 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 Account Owner; or such Account Owner 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; (b) BANA shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to BANA 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, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up winding‑up or liquidation of its affairs, shall have been entered against an Account OwnerBANA; or an Account Owner BANA 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 insolvency, bankruptcy or reorganization statute, make any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (bc) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up winding‑up or liquidation of its affairs, 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 petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (bc) or in clause (a) or (b) above, an “Insolvency Event”); (cd) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, or BANA shall become unable for any reason to transfer such Receivables to Funding in accordance with the provisions of the Receivables Purchase Agreement; or (e) the Trust shall become subject to regulation by the Commission as an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a "Trust Pay Out Event") shall occur with respect to any Seriesoccur: (a) an Account Owner the Transferor or FNBO shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee conservator or receiver or liquidator 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 an Account Ownerthe Transferor or FNBO, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or an Account Owner the Transferor or FNBO 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 any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event or the Transferor shall be a Pay Out Event become unable for any reason to transfer Receivables to the Trust in accordance with respect the provisions of this Agreement; or FNBO shall become unable for any reason to an Account Owner only if, at transfer Receivables to the time such Insolvency Event occurs, Transferor in accordance with the provisions of the Receivables transferred by an Account Owner are then included in the Trust;Purchase Agreement; or (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an “Insolvency Event”); (c) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “"investment company” " within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event. Upon receipt by the Trustee of a written notice that a Pay Out Event has occurred, the Trustee will notify each Rating Agency of the occurrence of such Pay Out Event.

Pay Out Events. If any one of the following events (each, a "Trust Pay Out Event") shall occur occur: (i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Transferor in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law, (ii) an involuntary case is commenced against the Transferor under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect which remains undismissed, undischarged or unbonded for a period of 60 days or (iii) the Transferor shall have a decree or an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or any Series:applicable bankruptcy, insolvency or other similar law now or hereafter in effect; (ab) an Account Owner the Transferor shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee conservator or receiver or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (obligations; or the Transferor shall become unable for any such event described reason to transfer Receivables to the Trust in accordance with the provisions of this clause (b) or in clause (a) above, an “Insolvency Event”);Agreement; or (c) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “"investment company” " within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events -------------- (each, a "Trust Pay Out Event") shall occur occur: ------------------- (i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Transferor in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law, (ii) an involuntary case is commenced against the Transferor under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect which remains undismissed, undischarged or unbonded for a period of 60 days or (iii) the Transferor shall have a decree or an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or any Series:applicable bankruptcy, insolvency or other similar law now or hereafter in effect; (ab) an Account Owner the Transferor shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee conservator or receiver or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (obligations; or the Transferor shall become unable for any such event described reason to transfer Receivables to the Trust in accordance with the provisions of this clause (b) or in clause (a) above, an “Insolvency Event”);Agreement; or (c) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “"investment company” " within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a "Trust Pay Out Event") shall occur with respect to any Seriesoccur: (a) an Account Owner shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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 in an involuntary case under any present or future federal or state bankruptcy, insolvency or other similar law for the appointment of a conservator, receiver, trustee conservator or receiver or liquidator 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 an Account Ownereither of the Original Transferors or the Transferor and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or an Account Owner either of the Original Transferors or the Transferor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to such entity or of or relating to all or substantially all of such entity's property; or either of the Original Transferors 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or take any corporate action in furtherance of any of the foregoing (any such event described in this clause (b) or in clause (a) aboveevent, an “"Insolvency Event”"); (cb) the Trust Transferor shall become an “investment company” within unable for any reason to transfer Receivables to the meaning Trust in accordance with the provisions of the Investment Company Actthis Agreement; or (dc) a Transfer Restriction Event AIG shall fail to meet its obligations under either of the Support Agreements in any respect or AIC shall fail to meet its obligations under subsection 7.06(b) in any respect, or the provisions of subsection 7.06 shall have been modified, amended or terminated except as defined in otherwise expressly permitted by the Receivables Purchase terms of this Agreement or any Supplement, or either of the Support Agreements shall occur between an Account Owner and have been modified, amended or terminated except as otherwise expressly permitted by the Transferorterms thereof; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a “Trust Pay Out Event”) shall occur occur: (i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Transferor in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law, (ii) an involuntary case is commenced against the Transferor under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect which remains undismissed, undischarged or unbonded for a period of 60 days or (iii) the Transferor shall have a decree or an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or any Series:applicable bankruptcy, insolvency or other similar law now or hereafter in effect; (ab) an Account Owner the Transferor shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee conservator or receiver or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (obligations; or the Transferor shall become unable for any such event described reason to transfer Receivables to the Trust in accordance with the provisions of this clause (b) or in clause (a) above, an “Insolvency Event”);Agreement; or (c) the Trust shall become subject to regulation by the Commission as an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a "Trust Pay Out Event") shall occur with respect to any Seriesoccur: (a) an Account Owner the Transferor, Metris or DMCCB shall consent to the appointment of a conservator, receiver, bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, bankruptcy trustee or receiver or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (bankruptcy proceeding or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any other insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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, Metris or DMCCB; or the Transferor Transferor, Metris or DMCCB 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 or reorganization statutestatute including the United States Bankruptcy Code, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations obligations; or the Transferor shall become unable for any reason , including the breach by DMCCB of its obligation under the Bank Receivables Purchase Agreement to transfer to Metris such of those Receivables (any such event described as defined in the Bank Receivables Purchase Agreement) that are required to be conveyed to the Trustee pursuant to this clause Agreement and the breach by Metris of its obligation under the Purchase Agreement to transfer Receivables (as defined in the Purchase Agreement) to the Transferor, to transfer Receivables to the Trust in accordance with the provisions of this Agreement; or (b) or in clause (a) above, an “Insolvency Event”); (c) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “"investment company” " within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Securities shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Securityholders immediately upon the occurrence of such event. The Trustee shall provide notice of a Pay Out Event in a prompt manner to each Rating Agency.

Pay Out Events. If Section 9.01 Pay Out Events. Unless modified with respect to any Series of Investor Certificates by any related Supplement, if any one of the following events shall occur with respect to any Seriesoccur: (a) an Account Owner any of RFC, Centurion Bank, FSB or TRS shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to an Account Owner or of it 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, receiver, trustee conservator or receiver or liquidator 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 an Account Ownerany of RFC, Centurion Bank, FSB or TRS and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or an Account Owner any of RFC, Centurion Bank, 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 any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that or any Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement; (b) the Trust shall become an Insolvency Event shall be "investment company" within the meaning of the Investment Company Act of 1940, as amended; (c) after any applicable grace period, a failure by the Transferors to convey the Receivables in Additional Accounts to the Trust when required; and (d) on any Determination Date, the Transferor Amount as of the last day of the prior Due Period was less than 3.0% of the Trust Principal Component as of the last day of the prior Due Period; then, a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are all Series of Certificates then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an “Insolvency Event”); (c) the Trust shall become an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements outstanding shall occur between an Account Owner and the Transferor; then, in the case of any such event, a Pay Out Event shall occur with respect to such Series without any notice or other action on the part of the Trustee or the all Investor Certificateholders, Certificateholders immediately upon the occurrence of such event. The Trustee shall advise the Rating Agencies in writing of the occurrence of any Pay Out Event.

Pay Out Events. 6.1 TRUST PAY OUT EVENTS If any one of the following events (each a "TRUST PAY OUT EVENT") shall occur with respect to any Seriesoccur: (a) an Account Owner the Transferor or any Additional Transferor shall consent or take any corporate action in relation to the appointment of a conservatorreceiver, administrator, administrative receiver, liquidator, trustee or liquidator in any insolvency, readjustment similar officer of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner or of it 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, receiver, trustee or liquidator in any insolvency, readjustment of debt, marshalling of assets revenues and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trustassets; (b) proceedings shall be initiated against the Transferor (or any Additional Transferor) shall consent to the appointment of Transferor under any applicable liquidation, insolvency, composition, re-organisation or similar laws for its winding up, dissolution, administration or re-organisation and such proceedings are not discharged within 60 days or a conservatorreceiver, administrator, administrative receiver, liquidator, trustee or liquidator in any insolvency, bankruptcy, readjustment similar officer of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor it or relating to all or substantially all of its property, revenues and assets is legally and validly appointed and such appointment is not discharged within 14 days; (c) a duly authorised officer of the Transferor or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; or the Additional Transferor shall admit in writing its inability that the Transferor or relevant Additional Transferor is unable to pay its debts generally as they become due, file fall due within the meaning of Section 123(1) of the Insolvency Act 1986 or the Transferor or any Additional Transferor makes a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an ▇▇▇▇▇▇▇ assignment for the benefit of or a composition with its creditors or voluntarily suspend suspends payment of its obligations with a view to the general readjustment or rescheduling of its indebtedness; (d) the Transferor or any Additional Transferor shall become unable for any reason to transfer Receivables arising on Designated Accounts to the Receivables Trust in the manner contemplated in the RSA; (e) the Transferor or any Additional Transferor ceases to be resident for tax purposes in the United Kingdom or otherwise ceases to be within the charge to United Kingdom corporation tax; or (f) either (i) a change in law or its interpretation or administration results in the Receivables Trustee becoming liable to make any payment on account of tax (other than stamp duty payable in the United Kingdom in respect of the transfer of Receivables pursuant to the RSA); or (ii) any tax authority asserts a tax liability against, or takes any other action in relation to, the Transferor or any Additional Transferor or any of their respective subsidiaries in connection with the transactions provided for in the Relevant Documents and as a result of any of the foregoing there could be an adverse effect on the position of all or any of such companies which is more than trivial, Provided that: (A) without prejudice to the generality of this Clause 6.1(f)(ii), it will be established for the purposes hereof that there could be such an adverse effect which is more than trivial if the Transferor or such Additional Transferor obtains an Opinion of Counsel to that effect; and (B) an event falling within this Clause 6.1(f)(ii) shall be treated as occurring on the date on which the Transferor or relevant Additional Transferor (in either case in its capacity as a Transferor Beneficiary) gives notice in writing thereof to the Receivables Trustee. then: (1) in the case of a Trust Pay Out Event under paragraph (a), (b) or (c) (any such event described in this clause (b) or in clause (aan "INSOLVENCY EVENT") above, an “Insolvency Event”a Series Pay Out Event will occur in respect of each Series and each Beneficiary within such Series and each Transferor Beneficiary (and the provisions of Clause 6.2 and 6.3 will become applicable); (c) the Trust shall become an “investment company” within the meaning of the Investment Company Act; or (d2) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, a other Trust Pay Out Event shall a Series Pay Out Event will occur with in respect to of each Series and each Beneficiary within such Series (and the provisions of Clause 6.2 will become applicable), in each case without any notice or other action on the part of the Receivables Trustee or the Investor Certificateholders, any Beneficiary immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a "Trust Pay Out Event") shall occur with respect to any Seriesoccur: (a) an Account Owner the Transferor, any Holder of the Exchangeable Transferor Certificate (other than a Holder of a Supplemental Certificate) or FCHC shall consent to the appointment of a conservator, receiver, bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, bankruptcy trustee or receiver or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (bank- 109 115 ruptcy proceeding or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any other insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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, any Holder of the Exchangeable Transferor Certificate (other than a Holder of a Supplemental Certificate) or FCHC; or the Transferor, any Holder of the Exchangeable Transferor Certificate (other than a Holder of a Supplemental Certificate) or FCHC 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 or reorganization statutestatute including the U.S. bankruptcy code, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (obligations; or the Transferor shall become unable for any such event described reason to transfer Receivables to the Trust in accordance with the provisions of this clause (b) or in clause (a) above, an “Insolvency Event”)Agreement; (cb) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “"investment company” " within the meaning of the Investment Company Act; or (dc) a Transfer Restriction Event as defined in the Transferor shall become unable for any reason to transfer Receivables Purchase Agreements shall occur between an Account Owner and to the TransferorTrust pursuant to this Agreement; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a “Trust Pay Out Event”) shall occur with respect to any Seriesoccur: (a) an the Account Owner shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an the Account Owner or 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 or receiver or liquidator 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 Account Owner; or the Account Owner 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; (b) BACCS shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to BACCS 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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 an Account OwnerBACCS; or an Account Owner BACCS 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 insolvency, bankruptcy or reorganization statute, make any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (bc) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (bc) or in clause (a) or (b) above, an “Insolvency Event”); (cd) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, BACCS shall become unable for any reason to transfer such Receivables to Funding in accordance with the provisions of the Receivables Purchase Agreement, or the Account Owner shall become unable for any reason to transfer such Receivables to BACCS in accordance with the provisions of the applicable receivables sale agreement; or (e) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. 6.1 TRUST PAY OUT EVENTS If any one of the following events (each a "TRUST PAY OUT EVENT") shall occur with respect to any Seriesoccur: (a) an Account Owner the Transferor or any Additional Transferor shall consent or take any corporate action in relation to the appointment of a conservatorreceiver, administrator, administrative receiver, liquidator, trustee or liquidator in any insolvency, readjustment similar officer of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner or of it 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, receiver, trustee or liquidator in any insolvency, readjustment of debt, marshalling of assets revenues and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trustassets; (b) proceedings shall be initiated against the Transferor (or any Additional Transferor) shall consent to the appointment of Transferor under any applicable liquidation, insolvency, composition, re- organisation or similar laws for its winding up, dissolution, administration or re-organisation and such proceedings are not discharged within 60 days or a conservatorreceiver, administrator, administrative receiver, liquidator, trustee or liquidator in any insolvency, bankruptcy, readjustment similar officer of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor it or relating to all or substantially all of its property, revenues and assets is legally and validly appointed and such appointment is not discharged within 14 days; (c) a duly authorised officer of the Transferor or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; or the Additional Transferor shall admit in writing its inability that the Transferor or relevant Additional Transferor is unable to pay its debts generally as they become due, file a petition to take advantage fall due within the meaning of Section 123(1) of the Insolvency Act 1986 or the Transferor or any applicable insolvency, bankruptcy or reorganization statute, make an Additional Transferor makes ▇ ▇▇▇▇▇▇l assignment for the benefit of or a composition with its creditors or voluntarily suspend suspends payment of its obligations with a view to the general readjustment or rescheduling of its indebtedness; (d) the Transferor or any Additional Transferor shall become unable for any reason to transfer Receivables arising on Designated Accounts to the Receivables Trust in the manner contemplated in the RSA; (e) the Transferor or any Additional Transferor ceases to be resident for tax purposes in the United Kingdom or otherwise ceases to be within the charge to United Kingdom corporation tax; or (f) either (i) a change in law or its interpretation or administration results in the Receivables Trustee becoming liable to make any payment on account of tax (other than stamp duty payable in the United Kingdom in respect of the transfer of Receivables pursuant to the RSA); or (ii) any tax authority asserts a tax liability against, or takes any other action in relation to, the Transferor or any Additional Transferor or any of their respective subsidiaries in connection with the transactions provided for in the Relevant Documents and as a result of any of the foregoing there could be an adverse effect on the position of all or any of such companies which is more than trivial, Provided that: (A) without prejudice to the generality of this Clause 6.1(f)(ii), it will be established for the purposes hereof that there could be such an adverse effect which is more than trivial if the Transferor or such Additional Transferor obtains an Opinion of Counsel to that effect; and (B) an event falling within this Clause 6.1(f)(ii) shall be treated as occurring on the date on which the Transferor or relevant Additional Transferor (in either case in its capacity as a Transferor Beneficiary) gives notice in writing thereof to the Receivables Trustee. then: (1) in the case of a Trust Pay Out Event under paragraph (a), (b) or (c) (any such event described in this clause (b) or in clause (aan "INSOLVENCY EVENT") above, an “Insolvency Event”a Series Pay Out Event will occur in respect of each Series and each Beneficiary within such Series and each Transferor Beneficiary (and the provisions of Clause 6.2 and 6.3 will become applicable); (c) the Trust shall become an “investment company” within the meaning of the Investment Company Act; or (d2) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, a other Trust Pay Out Event shall a Series Pay Out Event will occur with in respect to of each Series and each Beneficiary within such Series (and the provisions of Clause 6.2 will become applicable), in each case without any notice or other action on the part of the Receivables Trustee or the Investor Certificateholders, any Beneficiary immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a "Trust Pay Out Event") shall occur with respect to any Seriesoccur: (a) an the Account Owner shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an the Account Owner or 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 or receiver or liquidator 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 Account Owner; or such Account Owner 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; (b) BACCS shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to BACCS 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, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up winding‑up or liquidation of its affairs, shall have been entered against an Account OwnerBACCS; or an Account Owner BACCS 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 insolvency, bankruptcy or reorganization statute, make any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (bc) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up winding‑up or liquidation of its affairs, 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 petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (bc) or in clause (a) or (b) above, an “"Insolvency Event”"); (cd) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, BACCS shall become unable for any reason to transfer such Receivables to Funding in accordance with the provisions of the Receivables Purchase Agreement, or the Account Owner shall become unable for any reason to transfer such Receivables to BACCS in accordance with the provisions of the applicable receivables sale agreement; or (e) the Trust shall become subject to regulation by the Commission as an “"investment company” " within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a "Trust Early Amortization Event") shall occur with respect to any Seriesoccur: (a) the Transferor or any holder of an Account Owner interest in the Exchangeable Transferor Certificate shall file a petition to take advantage of any applicable insolvency or reorganization statute or consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor or any holder of an Account Owner interest in the Exchangeable Transferor Certificate or of or relating to all or substantially all of 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, receiver, trustee conservator or receiver or liquidator 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 or any holder of an Account Ownerinterest in the Exchangeable Transferor Certificate (an "Insolvency Proceeding"); or the Transferor or any holder of an Account Owner interest in the Exchangeable Transferor Certificate 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause event, including an Insolvency Proceeding, an "Insolvency Event"); (b) or the Transferor shall become unable for any reason to transfer Receivables to the Trust in clause (a) above, an “Insolvency Event”);accordance with the provisions of this Agreement; or (c) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “"investment company” " within the meaning of the Investment Company Act; or (d) a Transfer Restriction then an Early Amortization Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events shall occur with respect to any Series: (a) an Account Owner shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an “"Insolvency Event”"); (c) the Trust shall become an “"investment company” " within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, a Pay Out Event shall occur with respect to such Series without any notice or other action on the part of the Trustee or the Investor Certificateholders, immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a "Trust Pay Out Event") shall occur occur: (i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Transferor or Dillard's in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law, (ii) an involuntary case is commenced against the Transferor or Dillard's under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect which remains undismissed, undischarged or unbonded for a period of 60 days or (iii) the Transferor or Dillard's shall have a decree or an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or any Series:applicable bankruptcy, insolvency or other similar law now or hereafter in effect; (ab) an Account Owner the Transferor, DNB, DNB-La., or Dillard's shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee conservator or receiver or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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 the Transferor, DNB, DNB-La., or Dillard's and such decree or order shall have remained in full force and is changed or unstayed for a period of 60 days; or the Transferor shall admit in writing its inability to pay its debts generally as they become dueTransferor, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an “Insolvency Event”); (c) the Trust shall become an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, a Pay Out Event shall occur with respect to such Series without any notice or other action on the part of the Trustee or the Investor Certificateholders, immediately upon the occurrence of such event.DNB,

Pay Out Events. If any one of the following events (each, a "Trust Pay Out Event") shall occur occur: (i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Transferor or Dillard's in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law, (ii) an involuntary case is commenced against the Transferor or Dillard's under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect which remains undismissed, undischarged or unbonded for a period of 60 days or (iii) the Transferor or Dillard's shall have a decree or an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or any Series:applicable bankruptcy, insolvency or other similar law now or hereafter in effect; (ab) an Account Owner the Transferor, DNB, DNB-La., or Dillard's shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee conservator or receiver or liquidator 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 an Account Ownerthe Transferor, DNB, DNB-La., or Dillard's and such decree or order shall have remained in full force and is changed or unstayed for a period of 60 days; or an Account Owner the Transferor, DNB, DNB-La., or Dillard's 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 any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; or the Transferor shall admit become unable for any reason to transfer Receivables to the Trust in writing its inability to pay its debts generally as they become due, file a petition to take advantage accordance with the provisions of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an “Insolvency Event”)Agreement; (c) DNB or DNB-La. becomes unable for any reason to transfer Receivables to the Transferor or the Transferor becomes unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement; or (d) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “"investment company” " within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a “Trust Pay Out Event”) shall occur with respect to any Seriesoccur: (a) an the Account Owner shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an the Account Owner or 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 or receiver or liquidator 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 Account Owner; or such Account Owner 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; (b) ▇▇▇▇ shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to BANA 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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 an Account OwnerBANA; or an Account Owner BANA 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 insolvency, bankruptcy or reorganization statute, make any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (bc) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (bc) or in clause (a) or (b) above, an “Insolvency Event”); (cd) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, or BANA shall become unable for any reason to transfer such Receivables to Funding in accordance with the provisions of the Receivables Purchase Agreement; or (e) the Trust shall become subject to regulation by the Commission as an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a “Trust Pay Out Event”) shall occur occur: (i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Transferor in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law, (ii) an involuntary case is commenced against the Transferor under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect which remains undismissed, undischarged or unbonded for a period of 60 days or (iii) the Transferor shall have a decree or an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or any Series:applicable bankruptcy, insolvency or other similar law now or hereafter in effect; (ab) an Account Owner the Transferor shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee conservator or receiver or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (obligations; or the Transferor shall become unable for any such event described reason to transfer Receivables to the Trust in accordance with the provisions of this clause (b) or in clause (a) above, an “Insolvency Event”);Agreement; or (c) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events (each, a “Trust Pay Out Event”) shall occur with respect to any Seriesoccur: (a) an the Account Owner shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an the Account Owner or 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 or receiver or liquidator 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 Account Owner; or such Account Owner 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; (b) BANA shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to BANA 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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 an Account OwnerBANA; or an Account Owner BANA 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 insolvency, bankruptcy or reorganization statute, make any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (bc) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (bc) or in clause (a) or (b) above, an “Insolvency Event”); (cd) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, or BANA shall become unable for any reason to transfer such Receivables to Funding in accordance with the provisions of the Receivables Purchase Agreement; or (e) the Trust shall become subject to regulation by the Commission as an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Certificates shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Certificateholders immediately upon the occurrence of such event.

Pay Out Events. If any one of the following events shall occur during the Revolving Period, the Accumulation Period, the Controlled Amortization Period or the Principal Amortization Period, with respect to any Series:Series of Notes (each, an "Pay Out Event"): (a) an Account Owner shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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 in an involuntary case under any present or future Federal or state bankruptcy, insolvency or other similar law for the appointment of a conservator, receiver, trustee conservator or receiver or liquidator 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 an Account Ownerany Originator, the Servicer or the Seller and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or an Account Owner any of the Originators, the Servicer or the Seller shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to such entity or of or relating to all or substantially all of such entity's property; or any of the Originators, the Servicer or the 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations or take any corporate action in furtherance of any of the foregoing (any such event described in this clause event, an "Insolvency Event"); (b) or the Seller shall become unable for any reason to transfer the Originator Receivables to the Issuer in clause (a) above, an “Insolvency Event”)accordance with the provisions of the Sale and Servicing Agreement; (c) the Trust Issuer or the Seller shall have become an “"investment company” within " or shall have become under the meaning "control" of an "investment company" under the Investment Company ActAct of 1940, as amended; orand (d) AIG shall fail to meet its obligations under the AIG Support Agreement in any respect or the AIG Support Agreement shall have been modified, amended or terminated except as otherwise expressly permitted by the terms thereof; and (e) any other event shall occur which may be specified in any Series Supplement as a Transfer Restriction Event as defined "Series Pay Out Event"; (i) in the Receivables Purchase Agreements case of any event described in clause (a) through (d) above (collectively, a "Trust Pay Out Event"), a Pay Out Event with respect to all Series of Notes shall occur between an Account Owner and (ii) unless otherwise specified in the Transferor; thenrelated Series Supplement, in the case of any such eventevent described in clause (e) above, a Pay Out Event shall occur with respect to such only Notes of the related Series shall occur, in each case, unless otherwise specified in a related Series Supplement, without any notice or other action on the part of the Trustee or the Investor Certificateholders, affected Noteholders immediately upon the occurrence of such event. Upon the occurrence of a Pay Out Event, the Rapid Amortization Period, or, if specified in a Series Supplement, the Rapid Accumulation Period will commence for each affected Series.

Pay Out Events. If Section 9.01 Pay Out Events. Unless modified with respect to any Series of Investor Certificates by any related Supplement, if any one of the following events shall occur with respect to any Seriesoccur: (a) an Account Owner any of RFC, Centurion Bank or TRS shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to an Account Owner or of it 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, receiver, trustee conservator or receiver or liquidator 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 an Account Ownerany of RFC, Centurion Bank or TRS and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or an Account Owner any of RFC, Centurion Bank 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 any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that or either Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement; (b) the Trust shall become an Insolvency Event shall be "investment company" within the meaning of the Investment Company Act of 1940, as amended; (c) after any applicable grace period, a failure by either Transferor to convey the Receivables in Additional Accounts to the Trust when required; and (d) on any Determination Date, the Transferor Amount as of the last day of the prior Due Period was less than 3.0% of the Trust Principal Component as of the last day of the prior Due Period; then, a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are all Series of Certificates then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an “Insolvency Event”); (c) the Trust shall become an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, a Pay Out Event outstanding shall occur with respect to such Series without out any notice or other action on the part of the Trustee or the all Investor Certificateholders, Certificateholders immediately upon the occurrence of such event. The Trustee shall advise the Rating Agencies in writing of the occurrence of any Pay Out Event.

Pay Out Events. 6.1 TRUST PAY OUT EVENTS If any one of the following events (each a "TRUST PAY OUT EVENT") shall occur with respect to any Seriesoccur: (a) an Account Owner the Transferors or any Additional Transferor shall consent or take any corporate action in relation to the appointment of a conservatorreceiver, administrator, administrative receiver, liquidator, trustee or liquidator in any insolvency, readjustment similar officer of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner or of it 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, receiver, trustee or liquidator in any insolvency, readjustment of debt, marshalling of assets revenues and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trustassets; (b) the proceedings shall be initiated against any Transferor (or any Additional Transferor) shall consent to the appointment of Transferor under any applicable liquidation, insolvency, composition, re-organisation or similar laws for its winding up, dissolution, administration or re-organisation and such proceedings are not discharged within 60 days or a conservatorreceiver, administrator, administrative receiver, liquidator, trustee or liquidator in any insolvency, bankruptcy, readjustment similar officer of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor it or relating to all or substantially all of its property, revenues and assets is legally and validly appointed and such appointment is not discharged within 14 days; (c) a duly authorised officer of any Transferor or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; or the Additional Transferor shall admit in writing its inability that the relevant Transferor or relevant Additional Transferor is unable to pay its debts generally as they become due, file fall due within the meaning of Section 123(1) of the Insolvency Act 1986 or any Transferor or any Additional Transferor makes a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an ▇▇▇▇▇▇▇ assignment for the benefit of or a composition with its creditors or voluntarily suspend suspends payment of its obligations with a view to the general readjustment or rescheduling of its indebtedness; (d) any Transferor or any Additional Transferor shall become unable for any reason to transfer Receivables arising on Designated Accounts to the Receivables Trust in the manner contemplated in the RSA; (e) any Transferor or any Additional Transferor ceases to be resident for tax purposes in the United Kingdom or otherwise ceases to be within the charge to United Kingdom corporation tax; or (f) either (i) a change in law or its interpretation or administration results in the Receivables Trustee becoming liable to make any payment on account of tax (other than stamp duty payable in the United Kingdom in respect of the transfer of Receivables pursuant to the RSA); or (ii) any tax authority asserts a tax liability against, or takes any other action in relation to, any Transferor or any Additional Transferor or any of their respective subsidiaries in connection with the transactions provided for in the Relevant Documents and as a result of any of the foregoing there could be an adverse effect on the position of all or any of such companies which is more than trivial, Provided that: (A) without prejudice to the generality of this Clause 6.1(f)(ii), it will be established for the purposes hereof that there could be such an adverse effect which is more than trivial if the Transferors or such Additional Transferor obtains an Opinion of Counsel to that effect; and (B) an event falling within this Clause 6.1(f)(ii) shall be treated as occurring on the date on which the relevant Transferor or relevant Additional Transferor (in either case in its capacity as a Transferor Beneficiary) gives notice in writing thereof to the Receivables Trustee. then: (1) in the case of a Trust Pay Out Event under paragraph (a), (b) or (c) (any such event described in this clause (b) or in clause (aan "INSOLVENCY EVENT") above, an “Insolvency Event”a Series Pay Out Event will occur in respect of each Series and each Beneficiary within such Series and each Transferor Beneficiary (and the provisions of Clause 6.2 and 6.3 will become applicable); (c) the Trust shall become an “investment company” within the meaning of the Investment Company Act; or (d2) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, a other Trust Pay Out Event shall a Series Pay Out Event will occur with in respect to of each Series and each Beneficiary within such Series (and the provisions of Clause 6.2 will become applicable), in each case without any notice or other action on the part of the Receivables Trustee or the Investor Certificateholders, any Beneficiary immediately upon the occurrence of such event.

Pay Out Events. If Section 9.01 Pay Out Events. Unless modified with respect to any Series of Investor Certificates by any related Supplement, if any one of the following events shall occur with respect to any Seriesoccur: (a) an Account Owner any of RFC, Centurion Bank or TRS shall consent to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to an Account Owner or of it 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, receiver, trustee conservator or receiver or liquidator 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 an Account Ownerany of RFC, Centurion Bank or TRS and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or an Account Owner any of RFC, Centurion Bank 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 any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that or either Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement; (b) the Trust shall become an Insolvency Event shall be "investment company" within the meaning of the Investment Company Act of 1940, as amended; (c) after any applicable grace period, a failure by either Transferor to convey the Receivables in Additional Accounts to the Trust when required; and (d) on any Determination Date, the Transferor Amount as of the last day of the prior Due Period was less than 3.0% of the Trust Principal Component as of the last day of the prior Due Period; then, a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are all Series of Certificates then included in the Trust; (b) the Transferor (or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an “Insolvency Event”); (c) the Trust shall become an “investment company” within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements outstanding shall occur between an Account Owner and the Transferor; then, in the case of any such event, a Pay Out Event shall occur with respect to such Series without any notice or other action on the part of the Trustee or the all Investor Certificateholders, Certificateholders immediately upon the occurrence of such event. The Trustee shall advise the Rating Agencies in writing of the occurrence of any Pay Out Event.

Pay Out Events. If The occurrence of any one of the following events shall occur with respect to any Seriesconstitute a Trust Pay Out Event: (a) an Account Owner shall consent the Transferor, DNB, Mercantile or Dillard's consents to the appointment of a conservator, receiver, trustee conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, trustee conservator or receiver or liquidator 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 an Account Ownerthe Transferor, DNB, Mercantile or Dillard's, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or an Account Owner the Transferor, DNB, Mercantile, or Dillard's 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 any an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (DNB or Mercantile become unable for any Additional Transferor) shall consent reason to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating transfer Receivables to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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; or the Transferor shall admit becomes unable for any reason to transfer Receivables to the Trust in writing its inability to pay its debts generally as they become due, file a petition to take advantage accordance with the provisions of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an “Insolvency Event”);Agreement; or (c) the Trust shall become becomes subject to regulation by the Securities and Exchange Commission as an “"investment company” " within the meaning of the Investment Company Act; or (d) . If a Transfer Restriction Trust Pay Out Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such eventoccurs, a Pay Out Event shall occur with respect to such all Series of Certificates shall immediately occur without any notice or other action on the part of the Trustee or the Investor Certificateholders. Upon receipt by the Trustee of a written notice that a Pay Out Event has occurred, immediately upon the occurrence Trustee will notify each Rating Agency of such eventoccurrence.

Pay Out Events. If any one of the following events (each, a "Trust Pay Out Event") shall occur with respect to any Seriesoccur: (a) an Account Owner the Transferor, Metris or DMCCB shall consent to the appointment of a conservator, receiver, bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to an Account Owner 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, receiver, bankruptcy trustee or receiver or liquidator 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 an Account Owner; or an Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; provided that an Insolvency Event shall be a Pay Out Event with respect to an Account Owner only if, at the time such Insolvency Event occurs, Receivables transferred by an Account Owner are then included in the Trust; (b) the Transferor (bankruptcy proceeding or any Additional Transferor) shall consent to the appointment of a conservator, receiver, trustee or liquidator in any other insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor 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, receiver, trustee or liquidator in any insolvency, bankruptcy, 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, Metris or DMCCB; or the Transferor Transferor, Metris or DMCCB 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 or reorganization statutestatute including the U.S. bankruptcy code, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (obligations; or the Transferor shall become unable for any such event described reason to transfer Receivables to the Trust in accordance with the provisions of this clause Agreement; or (b) or in clause (a) above, an “Insolvency Event”); (c) the Trust shall become subject to regulation by the Securities and Exchange Commission as an “"investment company” " within the meaning of the Investment Company Act; or (d) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the Transferor; then, in the case of any such event, then a Pay Out Event shall occur with respect to such all Series of Securities shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders, Securityholders immediately upon the occurrence of such event. The Trustee shall provide notice of a Pay Out Event in a prompt manner to each Rating Agency.