Common use of Insufficiency of Funds Clause in Contracts

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi), 2.04(b)(vii) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement.

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Transferor hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi), 2.04(b)(vii) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement).

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to the such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Transferor hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi2.04(a)(xii), 2.04(b)(vii2.04(b)(viii) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement).

Insufficiency of Funds. The For the avoidance of doubt, the parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, subject to the limited recourse provisions of Section 12.09. The parties further agree that amounts that may be distributed to the Borrower or rights of the holders of any Equity Interest in the Borrower to distributions by the Borrower and in and to the Collateral Portfolio, including any payment from Proceeds of the Collateral Portfolio, are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to the such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Equityholder hereby agree that they the Equityholder may only receive distributions from the Borrower from amounts available to the Borrower pursuant to Sections 2.04(a)(xi2.04(a)(x), 2.04(b)(vii2.04(b)(viii) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement2.04(c)(ix).

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties, pursuant to the priorities of payment set forth in this Section 2.04; provided that amounts distributed to the Servicer are subordinated and junior to the Obligations of the Borrower to the Secured Parties to the extent set forth in the priorities of payment set forth in Section 2.04(a), (b) and (c). In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to the such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Transferor hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi2.04(a)(xiii), 2.04(b)(vii2.04(b)(viii) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement).

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Transferor hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi2.04(a)(ix), 2.04(a)(xiii), 2.04(b)(vii), 2.04(c)(vii) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement2.04(c)(xii).

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties, pursuant to the priorities of payment set forth in this Section 2.04; provided that amounts distributed to the Servicer are subordinated and junior to the Obligations of the Borrower to the other Secured Parties to the extent set forth in the priorities of payment set forth in Section 2.04(a), (b) and (c). In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to the such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator hereby agree agrees that they it may only receive distributions from USActive 55125247.5 65 amounts available pursuant to Sections 2.04(a)(xi2.04(a)(xii), 2.04(b)(vii) and 2.04(c)(xi2.04(c)(x). The Transferor hereby agrees that it may only receive distributions from (i) amounts available pursuant to Sections 2.04(a)(xii), 2.04(b)(vii) and 2.04(c)(x) or with respect (ii) the proceeds of the Advances; provided that the foregoing shall not restrict the Transferor from receiving the purchase price for any Loan Asset transferred by the Transferor to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this AgreementBorrower.

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to the such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Transferor hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi2.04(a)(xiii), 2.04(b)(vii2.04(b)(viii) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement2.04(c)(xii).

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties, pursuant to the priorities of payment set forth in USActive 55323723.3 this Section 2.04; provided that amounts distributed to the Servicer are subordinated and junior to the Obligations of the Borrower to the other Secured Parties to the extent set forth in the priorities of payment set forth in Section 2.04(a), (b) and (c). In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to the such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator hereby agree agrees that they it may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi2.04(a)(xii), 2.04(b)(vii) and 2.04(c)(xi2.04(c)(x). The Transferor hereby agrees that it may only receive distributions from (i) amounts available pursuant to Sections 2.04(a)(xii), 2.04(b)(vii) and 2.04(c)(x) or with respect (ii) the proceeds of the Advances; provided that the foregoing shall not restrict the Transferor from receiving the purchase price for any Loan Asset transferred by the Transferor to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this AgreementBorrower.

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured PartiesParties pursuant to the priorities of payment set forth in this Section 2.04. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured PartiesParties pursuant to the priorities of payment set forth in this Section 2.04. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Transferor hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xiclauses (ix) and (xiv) of Section 2.04(a), 2.04(b)(viiclauses (iv) and 2.04(c)(xi(ix) of Section 2.04(b) and clause (xii) of Section 2.04(c) or with respect to any Advance pursuant to as permitted by Section 2.01 2.07 or the release of any Eligible Currency (other than Dollars) pursuant to this AgreementSection 5.02(m).

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Fund hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi2.04(a)(ix), 2.04(b)(vii2.04(b)(v), 2.04(c)(vii), 2.04(f), and 2.18(a) and 2.04(c)(xi) or with respect to any Advance from proceeds of the Advances pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement5.02(h).

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Transferor hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xiclauses (a), 2.04(b)(vii) and 2.04(c)(xi(b) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollarsc) pursuant to this Agreementabove.

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Transferor hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi2.04(a)(xiii), 2.04(b)(vii2.04(b)(vi) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement).

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or the holders of any Equity Interest in the Borrower are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator hereby agree that they may only receive distributions from amounts available pursuant to Sections 2.04(a)(xi), 2.04(b)(vii) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement.

Insufficiency of Funds. The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. The parties further agree that amounts that may be distributed to the Borrower or rights of the holders of any Equity Interest in the Borrower to distributions by the Borrower and in and to the Collateral, including any payment from Proceeds of Collateral, are fully subordinated and junior to the Obligations of the Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the holders of any Equity Interest in the Borrower may have with respect to the such distributions shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of Section 2.04 shall constitute a "“subordination agreement" ” within the meaning of Section 510(a) of the Bankruptcy Code. The Borrower and the Originator Transferor hereby agree that they the Transferor may only receive distributions from the Borrower from amounts available to the Borrower pursuant to Sections 2.04(a)(xi2.04(a)(xii), 2.04(b)(vii2.04(b)(viii) and 2.04(c)(xi) or with respect to any Advance pursuant to Section 2.01 or the release of any Eligible Currency (other than Dollars) pursuant to this Agreement).