2%.
IN
ADDITION, WITHOUT PREJUDICE TO ANY OTHER RIGHTS THAT A SERIES 2000-1 CONDUIT
PURCHASER MAY HAVE UNDER APPLICABLE LAW, EACH SERIES 2000-1 DEFAULTING APA BANK
SHALL PAY TO THE RELATED SERIES 2000-1 CONDUIT PURCHASER FORTHWITH UPON DEMAND,
THE DIFFERENCE BETWEEN THE SERIES 2000-1 DEFAULTING APA BANK'S SERIES 2000-1
COMMITMENT PERCENTAGE OF THE APPLICABLE SERIES 2000-1 PURCHASE PRICE AND THE
AMOUNT PAID WITH RESPECT THERETO BY THE SERIES 2000-1 NON-DEFAULTING APA BANKS,
TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM THE DATE OF THE RELATED
FUNDING AGENT'S REQUEST FOR SUCH SERIES 2000-1 DEFAULTING APA BANK'S
SERIES 2000-1 COMMITMENT PERCENTAGE OF THE APPLICABLE SERIES 2000-1 PURCHASE
PRICE PURSUANT TO SECTION 2.06(B) UNTIL THE DATE THE REQUISITE AMOUNT IS PAID TO
THE RELATED SERIES 2000-1 CONDUIT PURCHASER IN FULL, AT A RATE PER ANNUM EQUAL
TO THE SUM OF THE FEDERAL FUNDS EFFECTIVE RATE PLUS 2%.
(D)
THE TRANSFER BY A SERIES 2000-1 CONDUIT
PURCHASER OF ALL OR A PORTION OF ITS RIGHTS IN A SERIES 2000-1 VFC CERTIFICATE
PURSUANT TO THIS SECTION 2.06 SHALL BE WITHOUT RECOURSE OR WARRANTY, EXPRESS OR
IMPLIED, EXCEPT THAT SUCH SERIES 2000-1 CONDUIT PURCHASER REPRESENTS THAT SUCH
SERIES 2000-1 VFC CERTIFICATE IS FREE AND CLEAR OF ADVERSE CLAIMS CREATED BY OR
ARISING AS A RESULT OF CLAIMS AGAINST SUCH SERIES 2000-1 CONDUIT PURCHASER.
BY
EXECUTING AND DELIVERING A SALE NOTICE PURSUANT TO SECTION 2.06(A), SUCH
SERIES 2000-1 CONDUIT PURCHASER MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES
NO RESPONSIBILITY WITH RESPECT TO:
(I)
ANY STATEMENTS, WARRANTIES OR
REPRESENTATIONS MADE IN OR IN CONNECTION WITH SUCH SERIES 2000-1 VFC CERTIFICATE
OR THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY
OR VALUE OF SUCH SERIES 2000-1 VFC CERTIFICATE, OR ANY OTHER AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT FURNISHED PURSUANT THERETO OR IN CONNECTION
THEREWITH, INCLUDING ANY TRANSACTION DOCUMENT; OR
(II)
THE FINANCIAL CONDITION OF THE TRUST, THE
TRUSTEE, THE MASTER SERVICER, ANY ORIGINATOR, THE COMPANY OR ANY OBLIGOR
(COLLECTIVELY, THE "TRANSACTION PARTIES"), ANY OTHER SERIES 2000-1 CONDUIT
PURCHASER, ANY SERIES 2000-1 APA BANK OR ANY FUNDING AGENT, OR THE PERFORMANCE
OR OBSERVANCE BY THE TRANSACTION PARTIES OF ANY OF THEIR RESPECTIVE OBLIGATIONS
UNDER THE SERIES 2000-1 VFC CERTIFICATES OR THE TRANSACTION DOCUMENTS.
(E)
IF ON THE RELATED SERIES 2000-1 PURCHASE
DATE, THERE IS AN APPLICABLE SERIES 2000-1 LOSS AMOUNT, THEN, IN SUCH EVENT,
EACH SERIES 2000-1 APA BANK IN THE VFC PURCHASER GROUP WITH RESPECT TO THE SALE
OCCURRING ON SUCH SERIES 2000-1 PURCHASE DATE AGREES THAT THE RELATED FUNDING
AGENT, FOR THE BENEFIT OF
12
THE RELATED SERIES 2000-1 CONDUIT PURCHASER, SHALL, AFTER THE APPLICABLE APA
BANK AGGREGATE INVESTED AMOUNT IS ZERO, REMIT TO THE RELATED SERIES 2000-1
CONDUIT PURCHASER THE APPLICABLE SERIES 2000-1 REDUCTION PERCENTAGE OF ANY
AMOUNTS RECEIVED BY SUCH FUNDING AGENT WITH RESPECT TO A SERIES 2000-1 VFC
CERTIFICATE IMMEDIATELY AFTER RECEIPT OF SUCH AMOUNTS.
SECTION 2.07
PROCEDURE FOR DECREASING THE SERIES 2000-1 INVESTED AMOUNT.
(A)
SUBJECT TO SECTION 7.04, ON ANY BUSINESS
DAY DURING THE SERIES 2000-1 REVOLVING PERIOD OR THE SERIES 2000-1 AMORTIZATION
PERIOD