Common use of Subordinated Note Clause in Contracts

Subordinated Note. (a) On the date of the initial Sale, Buyer shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, the Subordinated Note. The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, (ii) the aggregate amount of all payment made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first to pay accrued and unpaid interest thereon, second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in the Subordinated Note, to be paid (x) on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by Buyer in respect of the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to the extent that insufficient funds exist to make such payment.

Subordinated Note. (a) On the date of hereof, the initial Sale, Buyer Company shall issue to the Seller Agent, for the account Master Servicer on behalf of all the Sellers as their respective interests may appear, an unsecured subordinated note substantially in the Subordinated Noteform of EXHIBIT C (the "SUBORDINATED NOTE"). The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (ia) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, 2.3 minus (iib) the aggregate amount of all payment payments made in respect of the principal of the Subordinated Note as of such timeNote. All payments made in respect of the Subordinated Note shall be allocated, first allocated among the Sellers by the Master Servicer. Each Seller's interest in the Subordinated Note shall equal the sum of each addition thereto allocated to pay accrued and unpaid interest thereon, second, such Seller pursuant to pay subsection 2.3(c) less the outstanding principal amount thereofsum of each repayment thereof allocated to such Seller. Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in 8.5% PER ANNUM from and including the Subordinated Note, to initial Effective Date and shall be paid (x) on each Settlement Distribution Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and at the maturity date thereof, PROVIDED, however, that accrued interest on the Subordinated Note which is not so paid may be added to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b)Note. Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof and of the other Sale Documents shall be payable on the maturity date thereof. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to default or event of default or a Purchase Termination Event hereunder, a Master Servicer Default under the extent that insufficient funds exist to make such paymentPooling Agreement or an Early Amortization Event under the Pooling Agreement or any Supplement thereto.

Subordinated Note. (a) On the date of Effective Date, the initial Sale, Buyer Company shall ----------------- issue to the Seller Agent, WMI as agent for the account Sellers, a subordinated note substantially in the form of Exhibit A (the Sellers as their respective interests may appear, the "Subordinated Note"). The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (ia) the aggregate principal amount on of the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, subsection 2.3 minus (iib) the aggregate amount of all payment payments ----- made in respect of the principal of the Subordinated Note. All payments made in respect of the Subordinated Note as shall be allocated among the Sellers by the Master Servicer. Each Seller's interest in the Subordinated Note shall equal the sum of each addition thereto allocated to such timeSeller pursuant to subsection 2.3(c) less the sum of each repayment thereof allocated to such Seller. All payments made in respect of the Subordinated Note shall be allocated, first first, to ----- pay accrued and unpaid interest thereon, and second, to pay the outstanding ------ principal amount thereof. Interest on the outstanding principal amount of the Subordinated Note (as such principal amount may have been increased pursuant to the following proviso) shall accrue at a rate per annum as set forth the ABR in effect from time to time from and including the Subordinated Note, to Commencement Date and shall be paid (x) on each Settlement Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and/or the maturity date thereof; provided, however, that -------- ------- accrued interest on the Subordinated Note which is not so paid may be added to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b)Note. Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof and of the other Transaction Documents shall be payable on the maturity date thereof. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to default or event of default or a Purchase Termination Event hereunder or a Termination Event under the extent that insufficient funds exist to make such paymentReceivables Transfer Agreement.

Subordinated Note. The Company has issued to BII a subordinated note substantially in the form of Exhibit C (a) On the date of the initial Sale, Buyer shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appeartogether with any amendments or modifications thereto and or replacements thereof, the "Subordinated Note"). The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (ia) the aggregate principal amount on of the issuance thereof of and each addition to the principal amount of the such Subordinated Note with respect to each Seller (or a predecessor Subordinated Note under the Prior Sale Agreement) pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, 2.03 minus (iib) the aggregate amount of all payment payments made in respect of the principal of the such Subordinated Note; provided, that Subordinated Note as of such time. All payments made in respect may be increased on any day only to the extent that the aggregate principal amount of the Subordinated Note outstanding on such day shall be allocatednot exceed an amount equal to the result of (a) the Borrowing Base minus Aggregate Outstandings; plus (b) the result of 25% multiplied by the Required Reserves, first to pay accrued and unpaid interest thereon, second, to pay calculated using the outstanding principal amount thereofinformation set forth on the most recent Weekly Report. Interest on the outstanding principal amount of the Subordinated Note shall accrue on the last day of each fiscal month at a rate per annum the "Prime Rate" as set forth published from time to time in the Subordinated Note, to Wall Street Journal plus 3% from and including the date of issuance thereof and shall be paid (x) on each Monthly Settlement Date with respect to the principal amount amounts accrued and not paid as of the Subordinated Note outstanding from time to time during last day of the Adjusted Settlement Period immediately preceding fiscal month and/or the Maturity Date; provided that such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of interest may be prepaid at any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b)time. Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof and of the other Purchase Documents shall be payable on the maturity date thereofMaturity Date. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to Purchase Termination Event hereunder or an Amortization Event under the extent that insufficient funds exist to make such paymentLoan Agreement.

Subordinated Note. (a) On the date of initial Effective Date, the initial Sale, Buyer Company shall issue to each Seller a subordinated note substantially in the Seller Agentform of EXHIBIT A (as amended, for the account of the Sellers as their respective interests may appearsupplemented or otherwise modified from time to time, the Subordinated Note"SUBORDINATED NOTE"). The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (ia) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the such Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 2.03 as of such time, minus, MINUS (iib) the aggregate amount of all payment payments made in respect of the principal of the such Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first allocated among the Sellers by the Servicer. Each Seller's interest in the Subordinated Note shall equal the sum of each addition thereto allocated to pay accrued and unpaid interest thereon, second, such Seller pursuant to pay subsection 2.03(d) less the outstanding principal amount thereofsum of each repayment thereof allocated to such Seller. Interest on the outstanding principal amount of the Subordinated Note shall accrue on the last day of each Settlement Period at a rate per annum as set forth equal to the Reference Rate in effect from time to time plus 2% from and including the Subordinated Note, initial Effective Date to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Distribution Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Distribution Date (but only to the extent that Buyer has funds available to make such payment) and and/or (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note hereunder not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date thereofof the Subordinated Note. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to Purchase Termination Event under this Agreement, a Servicer Default under any Servicing Agreement or an Early Amortization Event under the extent that insufficient funds exist to make such paymentPooling Agreement or any Supplement thereto.

Subordinated Note. (a) On the date of the initial Sale, Buyer shall issue issued to the Seller Agent, for the account of the Sellers as their respective interests may appear, the Subordinated Note. The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, (ii) the aggregate amount of all payment made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first to pay accrued and unpaid interest thereon, second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in the Subordinated Note, to be paid (x) on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by Buyer in respect of the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to the extent that insufficient funds exist to make such payment.