100%.
SECTION 2.7
CLEAN UP CALL.
IN ADDITION TO SELLER'S RIGHTS PURSUANT
TO SECTION 1.3, SELLER SHALL HAVE THE RIGHT, ON NOT LESS THAN TWO (2) BUSINESS
DAYS' PRIOR WRITTEN NOTICE TO THE AGENT, AT ANY TIME FOLLOWING THE REDUCTION OF
THE AGGREGATE CAPITAL TO A LEVEL THAT IS LESS THAN 15.0% OF THE ORIGINAL
PURCHASE LIMIT, TO REPURCHASE FROM THE PURCHASERS ALL, BUT NOT LESS THAN ALL, OF
THE THEN OUTSTANDING PURCHASER INTERESTS.
THE PURCHASE PRICE IN RESPECT THEREOF
SHALL BE AN AMOUNT EQUAL TO THE AGGREGATE UNPAIDS THROUGH THE DATE OF SUCH
REPURCHASE, PAYABLE IN IMMEDIATELY AVAILABLE FUNDS.
SUCH REPURCHASE SHALL BE
WITHOUT REPRESENTATION, WARRANTY OR RECOURSE OF ANY KIND BY, ON THE PART OF, OR
AGAINST ANY PURCHASER OR THE AGENT.
ARTICLE III
COMPANY FUNDING
SECTION 3.1
CP COSTS.
SELLER SHALL PAY CP COSTS WITH RESPECT TO THE
CAPITAL ASSOCIATED WITH EACH PURCHASER INTEREST OF COMPANY FOR EACH DAY THAT ANY
CAPITAL IN RESPECT OF
5
such Purchaser Interest is outstanding.
Each Purchaser Interest funded
substantially with Pooled Commercial Paper will accrue CP Costs each day on a
pro rata basis, based upon the percentage share the Capital in respect of such
Purchaser Interest represents in relation to all assets held by Company and
funded substantially with Pooled Commercial Paper.
SECTION 3.2
CP COSTS PAYMENTS.
ON EACH SETTLEMENT DATE (FEES),
SELLER SHALL PAY TO THE AGENT (FOR THE BENEFIT OF COMPANY) AN AGGREGATE AMOUNT
EQUAL TO ALL ACCRUED AND UNPAID CP COSTS IN RESPECT OF THE CAPITAL ASSOCIATED
WITH ALL PURCHASER INTERESTS OF COMPANY FOR THE IMMEDIATELY PRECEDING ACCRUAL
PERIOD IN ACCORDANCE WITH ARTICLE II.
SECTION 3.3
CALCULATION OF CP COSTS.
ON THE THIRD BUSINESS DAY
IMMEDIATELY PRECEDING EACH SETTLEMENT DATE (FEES), COMPANY SHALL CALCULATE THE
AGGREGATE AMOUNT OF CP COSTS FOR THE APPLICABLE ACCRUAL PERIOD AND SHALL NOTIFY
SELLER OF SUCH AGGREGATE AMOUNT.
ARTICLE IV
FINANCIAL INSTITUTION FUNDING
SECTION 4.1
FINANCIAL INSTITUTION FUNDING.
EACH PURCHASER INTEREST
OF THE FINANCIAL INSTITUTIONS SHALL ACCRUE YIELD FOR EACH DAY DURING ITS TRANCHE
PERIOD AT EITHER THE LIBO RATE OR THE BASE RATE IN ACCORDANCE WITH THE TERMS AND
CONDITIONS HEREOF.
UNTIL SELLER GIVES NOTICE TO THE AGENT OF ANOTHER DISCOUNT
RATE IN ACCORDANCE WITH SECTION 4.4, THE INITIAL DISCOUNT RATE FOR ANY PURCHASER
INTEREST TRANSFERRED TO THE FINANCIAL INSTITUTIONS PURSUANT TO THE TERMS AND
CONDITIONS HEREOF OR ANY LIQUIDITY AGREEMENT SHALL BE THE BASE RATE.
IF THE
FINANCIAL INSTITUTIONS ACQUIRE BY ASSIGNMENT FROM COMPANY ANY PURCHASER INTEREST
PURSUANT TO A LIQUIDITY AGREEMENT, EACH PURCHASER INTEREST SO ASSIGNED SHALL
EACH BE DEEMED TO HAVE A NEW TRANCHE PERIOD COMMENCING ON THE DATE OF ANY SUCH
ASSIGNMENT.
SECTION 4.2
YIELD PAYMENTS.
ON THE SETTLEMENT DATE (FEES) FOR EACH
PURCHASER INTEREST OF THE FINANCIAL INSTITUTIONS, SELLER SHALL PAY TO THE AGENT
(FOR THE BENEFIT OF THE FINANCIAL INSTITUTIONS) AN AGGREGATE AMOUNT EQUAL TO THE
ACCRUED AND UNPAID YIELD FOR THE ENTIRE TRANCHE PERIOD OF EACH SUCH PURCHASER
INTEREST IN ACCORDANCE WITH ARTICLE II.
SECTION 4.3
SELECTION AND CONTINUATION OF TRANCHE PERIODS.