THE TRUST, FOR THE BENEFIT OF THE SERIES 2000-1 VFC
CERTIFICATEHOLDERS, ON EACH RECEIVABLES CONTRIBUTION DATE THAT SINCE THE
EFFECTIVE DATE, NO MATERIAL ADVERSE CHANGE HAS OCCURRED IN THE OVERALL RATE OF
COLLECTION OF THE RECEIVABLES.
(C)
THE MASTER SERVICER AND CONTRIBUTOR HEREBY
REPRESENT AND WARRANT TO THE TRUSTEE, THE ADMINISTRATIVE AGENT, EACH FUNDING
AGENT AND EACH OF THE SERIES 2000-1 PURCHASERS AND THE SERIES 2000-1 APA BANKS
THAT: (I) SCHEDULE 2 TO THE LEGAL OPINIONS OF NEW YORK COUNSEL TO THE
CONTRIBUTOR AND THE U.S. ORIGINATORS DELIVERED AS A CONDITION PRECEDENT TO THE
EFFECTIVENESS OF THIS SUPPLEMENT SETS FORTH ALL DOCUMENTS MATERIAL TO THE
BUSINESS OF THE CONTRIBUTOR AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS AND
INCLUDED IN THE PUBLIC FILINGS OF THE CONTRIBUTOR RELATING TO INDEBTEDNESS OR
LIENS OF THE U.S. ORIGINATORS, THE CONTRIBUTOR OR THE COMPANY; AND (II) WITH
RESPECT TO THE UCC-1 FINANCING STATEMENTS ON RECORD WITH THE SECRETARY OF STATE
OF DELAWARE IDENTIFIED ON THE UCC SEARCH REPORTS NAMING DEUTSCHE BANK AG AS A
SECURED PARTY, THERE IS NO SECURED INDEBTEDNESS OF THE U.S. ORIGINATORS, THE
CONTIBUTOR OR THE COMPANY WITH DEUTSCHE BANK AG OTHER THAN UNDER THE DOCUMENTS
DESCRIBED ON SUCH SCHEDULE 2.
59
SECTION 8.02
COVENANTS OF THE COMPANY, THE MASTER SERVICER
AND HUNTSMAN INTERNATIONAL.
Each of the Company (solely with respect to clauses (a), (c), (d), (e), (f),
(g) and (j) below), and the Master Servicer hereby agrees, in addition to its
obligations under the Pooling Agreement and the Servicing Agreement, that:
(A)
IT SHALL NOT TERMINATE THE POOLING
AGREEMENT UNLESS IN COMPLIANCE WITH THE TERMS OF THE POOLING AGREEMENT AND THE
SUPPLEMENTS RELATING TO EACH OUTSTANDING SERIES;
(B)
FOR ANY NEW 2008 ORIGINATOR, WITHIN SIXTY
(60) DAYS AFTER THE DATE HEREOF, THE MASTER SERVICER HAS TAKEN AND WILL TAKE ALL
ACTIONS REASONABLY REQUESTED BY THE LIQUIDATION SERVICER IN CONNECTION WITH, AND
TO ENSURE COMPLETION OF, EACH OF THE MASTER SERVICER SITE REVIEW AND THE REVIEW
OF THE MASTER SERVICER'S STANDBY LIQUIDATION SYSTEM, IN EACH CASE IN ACCORDANCE
WITH THE LIQUIDATION SERVICER AGREEMENT;
(C)
IT SHALL OBSERVE IN ALL MATERIAL RESPECTS
EACH AND EVERY OF ITS RESPECTIVE COVENANTS (BOTH AFFIRMATIVE AND NEGATIVE)
CONTAINED IN THE POOLING AGREEMENT, THE SERVICING AGREEMENT, THIS SUPPLEMENT AND
ALL OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY;
(D)
IT SHALL AFFORD THE ADMINISTRATIVE AGENT,
EACH FUNDING AGENT OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ACCESS TO ALL
RECORDS RELATING TO THE RECEIVABLES AT ANY REASONABLE TIME DURING REGULAR
BUSINESS HOURS, UPON REASONABLE PRIOR NOTICE (AND WITHOUT PRIOR NOTICE IF A
SERIES 2000-1 EARLY AMORTIZATION EVENT HAS OCCURRED), FOR PURPOSES OF INSPECTION
AND TO MAKE COPIES OF AND ABSTRACTS FROM ITS RECORDS, BOOKS OF ACCOUNT AND
DOCUMENTS (INCLUDING COMPUTER TAPES AND DISKS) RELATING TO THE RECEIVABLES, AND
SHALL PERMIT THE ADMINISTRATIVE AGENT, EACH FUNDING AGENT OR THE TRUSTEE OR ANY
OF THEIR RESPECTIVE REPRESENTATIVES TO VISIT ANY OF ITS OFFICES OR PROPERTIES
DURING REGULAR BUSINESS HOURS AND AS OFTEN AS MAY REASONABLY BE REQUESTED,
SUBJECT TO ITS