THIS SUPPLEMENT ARE REFERENCES TO SECTIONS, SCHEDULES, EXHIBITS AND APPENDICES
IN OR TO THIS SUPPLEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE DEFINITIONS CONTAINED HEREIN OR
INCORPORATED BY REFERENCE HEREIN ARE APPLICABLE TO THE SINGULAR AS WELL AS THE
PLURAL FORMS OF SUCH TERMS AND TO THE MASCULINE AS WELL AS TO THE FEMININE AND
NEUTER GENDERS OF SUCH TERMS.
(E)
ANY REFERENCE HEREIN OR IN ANY OTHER
TRANSACTION DOCUMENT TO A PROVISION OF THE BANKRUPTCY CODE, CODE, ERISA, 1940
ACT OR THE UCC SHALL BE DEEMED A REFERENCE TO ANY SUCCESSOR PROVISION THERETO.
(F)
ANY REFERENCE HEREIN TO A SCHEDULE,
EXHIBIT OR APPENDIX TO THIS SUPPLEMENT SHALL BE DEEMED TO BE A REFERENCE TO SUCH
SCHEDULE, EXHIBIT OR APPENDIX AS IT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED
FROM TIME TO TIME TO THE EXTENT THAT SUCH SCHEDULE, EXHIBIT OR APPENDIX MAY BE
AMENDED, MODIFIED OR SUPPLEMENTED (OR ANY TERM OR PROVISION OF ANY TRANSACTION
DOCUMENT MAY BE AMENDED THAT WOULD HAVE THE EFFECT OF AMENDING, MODIFYING OR
SUPPLEMENTING INFORMATION CONTAINED IN SUCH SCHEDULE, EXHIBIT OR APPENDIX) IN
COMPLIANCE WITH THE TERMS OF THE TRANSACTION DOCUMENTS.
(G)
ANY REFERENCE IN THIS SUPPLEMENT TO ANY
REPRESENTATION, WARRANTY OR COVENANT "DEEMED" TO HAVE BEEN MADE IS INTENDED TO
ENCOMPASS ONLY REPRESENTATIONS, WARRANTIES OR COVENANTS THAT ARE EXPRESSLY
STATED TO BE REPEATED ON OR AS OF DATES FOLLOWING THE EXECUTION AND DELIVERY OF
THIS SUPPLEMENT, AND NO SUCH REFERENCE SHALL BE INTERPRETED AS A REFERENCE TO
ANY IMPLICIT, INFERRED, TACIT OR OTHERWISE UNEXPRESSED REPRESENTATION, WARRANTY
OR COVENANT.
(H)
THE WORDS "INCLUDE", "INCLUDES" OR
"INCLUDING" SHALL BE INTERPRETED AS IF FOLLOWED, IN EACH CASE, BY THE PHRASE
"WITHOUT LIMITATION".
2
(I)
REFERENCES TO THE SERIES 2000-1
SUPPLEMENT IN ANY OTHER DOCUMENT OR AGREEMENT INCLUSIVE OF THE TRANSACTION
DOCUMENTS AND RELATED DOCUMENTS (AS SUCH TERM IS DEFINED IN THE BASE INDENTURE)
SHALL BE DEEMED TO BE REFERENCES TO THIS SUPPLEMENT AS AMENDED AND RESTATED ON
THE DATE HEREOF AND ALL AMENDMENTS AND SUPPLEMENTS HERETO AND ALL ASSIGNMENTS
HEREOF.
ARTICLE II
DESIGNATION OF SERIES 2000-1 VFC CERTIFICATES; PURCHASE AND SALE OF THE SERIES
2000-1 VFC CERTIFICATES
SECTION 2.01
DESIGNATION.
The Investor Certificates and interests created and authorized pursuant to the
Agreement and this Supplement shall be designated as (i) the "Series 2000-1 U.S.
Dollar VFC Certificates" and the "Series 2000-1 Euro VFC Certificates"
(together, the "Series 2000-1 VFC Certificates") and (ii) subordinated interests
as described in Section 2.02(b).
SECTION 2.02
THE
SERIES 2000-1 VFC CERTIFICATES AND SERIES 2000-1 SUBORDINATED INTERESTS.
(A)
THE SERIES 2000-1 VFC CERTIFICATES WILL
REPRESENT FRACTIONAL UNDIVIDED INTERESTS IN THE PARTICIPATION AND SECURITY
INTEREST GRANTED BY THE COMPANY TO THE TRUSTEE FOR THE BENEFIT OF THE INVESTOR
CERTIFICATEHOLDERS UNDER THE POOLING AGREEMENT, CONSISTING OF THE RIGHT OF THE
SERIES 2000-1 VFC CERTIFICATEHOLDERS TO RECEIVE THE DISTRIBUTIONS SPECIFIED
HEREIN OUT OF (I) THE SERIES 2000-1 INVESTED PERCENTAGE (EXPRESSED AS A DECIMAL)
OF PARTICIPATION AMOUNTS WITH RESPECT TO COLLECTIONS RECEIVED WITH RESPECT TO
THE RECEIVABLES AND ALL OTHER FUNDS ON DEPOSIT IN THE COLLECTION ACCOUNTS AND