Common use of Shortfall after Application of Proceeds Clause in Contracts

Shortfall after Application of Proceeds. If the net proceeds of the realisation of the Transaction Security under Condition 4(d) (Realisation of Transaction Security) above (the "Net Proceeds") are not sufficient to make all payments which but for the effect of this provision would then be due in respect of the Obligations or claims of the Custodian and/or any Agent, then the obligations of the Issuer in respect of them will be limited to such Net Proceeds and the other assets of the Issuer will not be available for payment of any Shortfall (as defined below) arising therefrom. Any such Shortfall shall be borne according to the priorities specified in the Supplemental Trust Deed. The Issuer will not be obliged to make any further payment in excess of the Net Proceeds and accordingly no debt or obligation shall be owed by the Issuer in respect of any Shortfall remaining after realisation of the Transaction Security under Condition 4(d) (Realisation of Transaction Security) and application of the proceeds in accordance with the Trust Deed. None of the Trustee, any Creditor, the Custodian and any Agent (nor any person acting on behalf of any of them) may take any further action to recover such Shortfall. In particular, none of the Trustee, any Creditor, the Custodian, any Agent, nor any other party to the Supplemental Trust Deed shall be entitled to petition or take any other step for the winding-up of the Issuer or for the declaration of the Issuer's assets en désastre or for any other bankruptcy or insolvency proceedings with respect to the Issuer. Failure to make any payment in respect of any Shortfall shall in no circumstances constitute an Event of Default under Condition 11 (Events of Default).