CONTINUATION OF A TERMINATION EVENT, THE AGGREGATE PRINCIPAL
OUTSTANDING SHALL ACCRUE INTEREST AT THE OVERDUE RATE.
SECTION 2.4.
INTEREST, FEES AND OTHER COSTS AND EXPENSES.
(A)
CUSTOMER SHALL PAY, AS A FULL RECOURSE OBLIGATION, AS AND WHEN DUE
IN ACCORDANCE WITH THIS AGREEMENT, ALL AMOUNTS PAYABLE AS INTEREST AND FEES AND
COSTS AND INDEMNITIES PAYABLE HEREUNDER, THE AGGREGATE PRINCIPAL OUTSTANDING,
ALL AMOUNTS PAYABLE PURSUANT TO ARTICLE IX HEREOF, IF ANY, THE PAYING AGENT AND
CUSTODIAN FEES PAYABLE PURSUANT TO THE PAYING AGENT AGREEMENT AND ALL OTHER
AMOUNTS PAYABLE HEREUNDER, IF ANY.
(B)
ALL INVESTMENTS OF PRINCIPAL SHALL, UNLESS ACCRUING INTEREST AT
THE OVERDUE RATE PURSUANT TO SECTION 2.3(C), ACCRUE INTEREST AT THE BASE RATE.
(C)
IN THE EVENT ANY PAYMENT OF INTEREST OR ANY OTHER PAYMENT REQUIRED
UNDER THE TRANSACTION DOCUMENTS IS NOT PAID BY CUSTOMER WHEN DUE, CUSTOMER SHALL
PAY TO BUYER, A LATE CHARGE ("LATE CHARGE") EQUAL TO 5% OF THE OVERDUE PAYMENT
TO COMPENSATE BUYER FOR THE COST AND EXPENSE ARISING FROM THE LATE PAYMENT IN
QUESTION.
(D)
NOT LESS THAN ONE BUSINESS DAY PRIOR TO EACH INTEREST PAYMENT
DATE, CUSTOMER SHALL, TO THE EXTENT NECESSARY TO MAKE ALL PAYMENTS REQUIRED TO
BE MADE ON AN INTEREST PAYMENT DATE, PAY TO CUSTODIAN AN AMOUNT EQUAL TO ACCRUED
AND UNPAID INTEREST ON ALL TRANCHES FOR THE RELATED TRANCHE PERIODS.
IF ANY
AMOUNT HEREUNDER SHALL BE PAYABLE ON A DAY THAT IS NOT A BUSINESS DAY, SUCH
AMOUNT SHALL BE PAYABLE ON THE NEXT SUCCEEDING BUSINESS DAY.
INTEREST SHALL BE
COMPUTED ON THE BASIS OF A THREE HUNDRED SIXTY (360) DAY YEAR FOR THE ACTUAL
NUMBER OF DAYS ELAPSED IN THE PERIOD DURING WHICH IT ACCRUES, EXCLUDING THE DATE
OF PAYMENT.
NOTHING IN THIS
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AGREEMENT (INCLUDING SECTIONS 2.5 AND 2.6 HEREOF) SHALL LIMIT IN ANY WAY THE
OBLIGATIONS OF CUSTOMER TO PAY THE AMOUNTS SET FORTH IN SECTION 2.2(H) OR IN
THIS SECTION 2.4.
SECTION 2.5.
NON-LIQUIDATION SETTLEMENT PROCEDURES.
(A)
ON EACH DAY (OTHER THAN A LIQUIDATION DAY) ON WHICH COLLECTIONS
ARE RECEIVED IN THE COLLECTION ACCOUNT, CUSTODIAN SHALL SET ASIDE AND HOLD ALL
SUCH FUNDS IN TRUST FOR THE BENEFIT OF PAYING AGENT AND THE RECIPIENTS DESCRIBED
BELOW.
ON EACH INTEREST PAYMENT DATE, PAYING AGENT WILL IN TURN TRANSFER SUCH
FUNDS TO THE RECIPIENTS DESCRIBED BELOW IN ACCORDANCE WITH THE TERMS OF THE
PAYING AGENT AGREEMENT.
(B)
ON OR PRIOR TO THE BUSINESS DAY PRECEDING EACH CUT-OFF DATE, BUYER
WILL PROVIDE CUSTOMER WITH WRITTEN NOTICE DETAILING INTEREST OWING TO BUYER ON
THE NEXT SUCCEEDING INTEREST PAYMENT DATE.
ON OR PRIOR TO EACH CUT-OFF DATE,
BUYER AND EACH OF THE PURCHASER REPRESENTATIVES WILL PROVIDE CUSTOMER WITH
WRITTEN NOTICE DETAILING ALL UNPAID AMOUNTS THEN OWING BY CUSTOMER TO SUCH
PERSON (AND, IN THE CASE OF BUYER, INCLUDING AMOUNTS OWING TO BUYER IN RESPECT
OF INTEREST) UNDER THIS AGREEMENT FOR PAYMENT ON THE NEXT SUCCEEDING INTEREST
PAYMENT DATE IN ACCORDANCE WITH THE RESPECTIVE PRIORITIES SET FORTH IN
SECTIONS 2.5(C) AND 2.6(B) BELOW.
ANY AMOUNTS NOT SO INVOICED OR PAID