MATURING COMMERCIAL PAPER NOTES
ISSUED BY REGENCY TAKE ANY CORPORATE ACTION OR OTHER STEPS OR LEGAL PROCEEDINGS
FOR THE WINDING-UP, DISSOLUTION, EXAMINERSHIP OR RE-ORGANISATION OF OR FOR THE
APPOINTMENT OF A RECEIVER, ADMINISTRATOR, ADMINISTRATIVE RECEIVER, TRUSTEE,
LIQUIDATOR, EXAMINER, SEQUESTRATOR OR SIMILAR OFFICER TO REGENCY OR OF ANY OR
ALL ITS REVENUES AND ASSETS.
(II)
NO RECOURSE UNDER ANY OBLIGATION, COVENANT OR AGREEMENT OF
REGENCY CONTAINED IN THIS SUPPLEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL BE
HAD AGAINST ANY SHAREHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF
REGENCY, BY THE ENFORCEMENT OF ANY ASSESSMENT OR BY ANY PROCEEDING, BY VIRTUE OF
ANY STATUTE OR OTHERWISE; IT BEING EXPRESSLY AGREED AND UNDERSTOOD THAT THIS
SUPPLEMENT OR ANY OTHER TRANSACTION DOCUMENT IS A CORPORATE OBLIGATION OF
REGENCY, AND THAT NO PERSONAL LIABILITY SHALL ATTACH TO OR BE INCURRED BY THE
SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF REGENCY, AS
SUCH, OR ANY OF THEM UNDER OR BY REASON OF ANY OF THE OBLIGATIONS, COVENANTS OR
AGREEMENTS OF REGENCY CONTAINED IN THIS SUPPLEMENT OR ANY OTHER TRANSACTION
DOCUMENT OR IMPLIED THEREFROM AND THAT ANY AND ALL PERSONAL LIABILITY FOR
BREACHES BY REGENCY OF ANY OF SUCH OBLIGATIONS, COVENANTS OR AGREEMENTS, EITHER
AT LAW OR BY STATUTE OR CONSTITUTION OF EVERY SUCH SHAREHOLDER, MEMBER, OFFICER,
DIRECTOR, EMPLOYEE OR AGENT IS HEREBY EXPRESSLY WAIVED AS A CONDITION OF AND IN
CONSIDERATION FOR THE EXECUTION OF THIS SUPPLEMENT.
(III)
EACH OF THE PARTIES HERETO AGREES THAT REGENCY SHALL BE LIABLE
FOR ANY CLAIMS THAT A PARTY HERETO OR ANY OTHER PERSON MAY HAVE AGAINST REGENCY
UNDER OR IN RELATION TO THIS SUPPLEMENT OR ANY OTHER TRANSACTION DOCUMENT ONLY
TO THE EXTENT THAT REGENCY HAS EXCESS FUNDS.
FOR PURPOSES HEREOF, "EXCESS FUNDS" MEANS ALL FUNDS NOT REQUIRED, AFTER GIVING
EFFECT TO ALL AMOUNTS ON DEPOSIT IN REGENCY'S COMMERCIAL PAPER
93
ACCOUNTS, TO PAY OR PROVIDE FOR THE PAYMENT OF ALL COMMERCIAL PAPER ISSUED BY
REGENCY, MATURING ON THE DATE OF SUCH DETERMINATION OR THAT PREVIOUSLY MATURED
BUT REMAIN UNPAID;
(D)
THE PROVISIONS OF THIS SECTION 11.17 SHALL SURVIVE TERMINATION OF
THIS SUPPLEMENT.
ARTICLE XII
FINAL DISTRIBUTIONS
SECTION 12.01
CERTAIN DISTRIBUTIONS.
(A)
NOT LATER THAN 2:00 P.M. NEW YORK CITY TIME, ON THE DISTRIBUTION
DATE FOLLOWING THE DATE ON WHICH THE PROCEEDS FROM THE DISPOSITION OF THE
RECEIVABLES PURSUANT TO SECTION 7.02(B) OF THE POOLING AGREEMENT ARE DEPOSITED
INTO THE SERIES 2000-1 NON-PRINCIPAL CONCENTRATION SUBACCOUNTS AND THE
SERIES 2000-1 PRINCIPAL CONCENTRATION SUBACCOUNTS, THE PAYING AGENT SHALL
DISTRIBUTE SUCH AMOUNTS PURSUANT TO ARTICLE III OF THIS SUPPLEMENT.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SUPPLEMENT OR
THE POOLING AGREEMENT, ANY DISTRIBUTION MADE TO THE SERIES 2000-1 INVESTOR
CERTIFICATEHOLDERS PURSUANT TO THIS SECTION SHALL BE DEEMED TO BE A FINAL
DISTRIBUTION PURSUANT TO SECTION 9.03 OF THE POOLING AGREEMENT WITH RESPECT TO
THE SERIES 2000-1 VFC CERTIFICATES.
ARTICLE XIII
ADMINISTRATIVE AGENT
SECTION 13.01
ADMINISTRATIVE AGENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE POOLING AGREEMENT, THE SERVICING
AGREEMENT OR THIS SUPPLEMENT, FOR PURPOSES OF ALL PROVISIONS OF THE POOLING