This excerpt taken from the ATU 10-Q filed Apr 9, 2009.
PAYMENTS AND COLLECTIONS
Section 2.1 Payments of Recourse Obligations. Seller hereby promises to pay the following (collectively, the Recourse Obligations):
(a) all amounts due and owing under Section 1.3 or 1.4 on the dates specified therein;
(b) the fees set forth in the Fee Letter on the dates specified therein;
(c) all accrued and unpaid Yield on the Receivable Interests accruing Yield at the Alternate Base Rate or the Default Rate on each Settlement Date applicable thereto;
(d) all accrued and unpaid Yield on the Receivable Interests accruing Yield at the LIBO Rate or LMIR, as applicable, on the last day of each Interest Period applicable thereto; and
(f) all Broken Funding Costs and Indemnified Amounts upon demand.
Section 2.2 Collections Prior to the Facility Termination Date; Repayment of Certain Demand Advances.
(a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and Purchasers Portion of any Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Facility Termination Date, Seller hereby requests and Purchaser hereby agrees to make, simultaneously with such receipt, a reinvestment (each, a Reinvestment) with Purchasers Portion of the balance of each and every Collection received by the Servicer such that after giving effect to such Reinvestment, the Invested Amount of such Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt.
(b) On each Settlement Date prior to the Facility Termination Date, the Servicer shall remit to the Agents Account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and (after deduction of its Servicing Fee) apply such amounts (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specified:
first, ratably to the payment of all accrued and unpaid Yield and Broken Funding Costs (if any) that are then due and owing,
second, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing,
third, if required under Section 1.3 or 1.4, to the ratable reduction of Aggregate Invested Amount,
fourth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and
fifth, the balance, if any, to Seller or otherwise in accordance with Sellers instructions.
(c) If the Collections are insufficient to pay the Servicing Fee and the Aggregate Unpaids specified above on any Settlement Date, Seller shall make demand upon Parent for repayment of any outstanding Demand Advances in an aggregate amount equal to the lesser of (i) the amount of such shortfall in Collections, and (ii) the aggregate outstanding principal balance of the Demand Advances, together with all accrued and unpaid interest thereon, and Parent hereby agrees to pay such amount to the Agents Account on such Settlement Date.
Section 2.3 Repayment of Demand Advances on the Facility Termination Date; Collections.
(a) On the Facility Termination Date, Parent hereby agrees to repay the aggregate outstanding principal balance of all Demand Advances, together with all accrued and unpaid interest thereon, to the Agents Account, without demand or notice of any kind, all of which are hereby expressly waived by Parent.
(b) On the Facility Termination Date and on each day thereafter, the Servicer shall set aside and hold in trust, for the Secured Parties, all Collections received on each such day. On and after the Facility Termination Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Agent (after deduction of any accrued and unpaid Servicing Fee as of such date): (i) remit to the Agents Account the amounts set aside pursuant to the preceding two sentences, and (ii) apply such amounts to reduce the Aggregate Unpaids as follows:
first, to the reimbursement of the Agents costs of collection and enforcement of this Agreement,
second, ratably to the payment of all accrued and unpaid Yield and Broken Funding Costs,
third, ratably to the payment of all accrued and unpaid fees under the Fee Letter,
fourth, to the ratable reduction of Aggregate Invested Amount,
fifth, for the ratable payment of all other Aggregate Unpaids, and
sixth, after the Final Payout Date, to Seller.
Section 2.4 Payment Recission. Payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Agent (for application to the Person or Persons who suffered such recission, return or refund) the full amount thereof, plus interest thereon at the Default Rate from the date of any such recission, return or refunding.
Section 2.5 Clean Up Call. In addition to Sellers rights pursuant to Section 1.3, Seller shall have the right (after providing written notice to the Agent in accordance with the Required Notice Period), at any time following the reduction of the Aggregate Invested Amount to a level that is less than 10.0% of the original Purchase Limit, to repurchase all, but not less than all, of the then outstanding Receivable 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 to the Agents Account. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against Purchaser or the Agent.