APPLICABLE)
AND ONE DAY AFTER THE LATEST OF (I) THE LAST DAY OF THE SERIES 2000-1
AMORTIZATION PERIOD, (II) THE DATE ON WHICH ALL INVESTOR CERTIFICATES OF EACH
OTHER OUTSTANDING SERIES ARE REPAID IN FULL, AND (III) THE DATE ON WHICH ALL
OUTSTANDING COMMERCIAL PAPER OF EACH SERIES 2000-1 CONDUIT PURCHASER IS PAID IN
FULL, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING
AGAINST, ANY SERIES 2000-1 CONDUIT PURCHASER ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER SIMILAR PROCEEDINGS
UNDER ANY APPLICABLE INSOLVENCY LAWS.
The provisions of this Section 11.14 shall survive termination of this
Supplement.
SECTION 11.15
LIMITATION
ON ADDITION OF APPROVED ORIGINATORS, APPROVED CURRENCY, APPROVED OBLIGORS AND A
SUCCESSOR MASTER SERVICER; MERGERS AND CONSOLIDATIONS
(A)
NOTWITHSTANDING SATISFACTION OF THE
CONDITIONS SET FORTH IN SECTION 2.09 OF THE AGREEMENT OR IN ANY ORIGINATION
AGREEMENT, WHILE ANY SERIES 2000-1 VFC CERTIFICATE IS OUTSTANDING:
(I)
THE ADDITION OF ANY RECEIVABLES
DENOMINATED IN A CURRENCY OTHER THAN AN APPROVED CURRENCY;
(II)
THE EXECUTION AND DELIVERY OF ANY OTHER
ORIGINATION AGREEMENT (OTHER THAN THOSE ENTERED INTO ON OR BEFORE THE
SERIES 2000-1 ISSUANCE DATE);
(III)
THE ADDITION OF AN ADDITIONAL ORIGINATOR;
(IV)
THE ADDITION OF ANY RECEIVABLE GOVERNED BY ANY
LAW OTHER THAN AN APPROVED CONTRACT JURISDICTION;
(V)
THE APPOINTMENT OF A SUCCESSOR MASTER
SERVICER;
(VI)
THE ADDITION OF A JURISDICTION AS AN APPROVED
OBLIGOR COUNTRY WHICH IS A NON-INVESTMENT GRADE COUNTRY;
(VII)
ANY MERGER, CONSOLIDATION, CONVEYANCE, SALE OR
TRANSFER WITH RESPECT TO THE MASTER SERVICER; OR
(VIII)
ANY ACQUIRED LINE OF BUSINESS OR DISPOSITION OF
LINE OF BUSINESS OTHER THAN PERMITTED DESIGNATED LINE OF BUSINESS DISPOSITION,
73
SHALL, IN EACH CASE, REQUIRE THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT ACTING AT THE DIRECTION OF ALL SERIES 2000-1 PURCHASERS.
(B)
NOTWITHSTANDING SATISFACTION OF THE
CONDITIONS SET FORTH IN SECTION 6.03 OF THE AGREEMENT, SECTION 5.01 OF THE
SERVICING AGREEMENT AND SECTION 6.11 (OR ANY CORRESPONDING SECTION) OF THE
ORIGINATION AGREEMENTS, THE OCCURRENCE OF ANY SUCH EVENT SET FORTH IN SUCH
SECTIONS SHALL REQUIRE THE DELIVERY TO THE TRUSTEE OF THE PRIOR WRITTEN CONSENT
OF EACH FUNDING AGENT.
SECTION 11.16
SUBORDINATED
LOAN.
(A)
IF THE COMPANY ELECTS TO DELIVER U.S.
DOLLARS AND/OR EURO (AS APPLICABLE) TO CURE AN EARLY AMORTIZATION EVENT PURSUANT
TO SECTION 5.01, SUCH CASH CONTRIBUTION, WHICH MAY BE MADE ONLY OUT OF
COLLECTIONS FROM THE SERIES 2000-1 CONCENTRATION ACCOUNTS, SHALL BE EVIDENCED AS
A SUBORDINATED LOAN, WILL CONSTITUTE A JUNIOR CLAIM AND WILL BE SUBJECT TO THE
PROVISIONS OF THIS SECTION 11.16.
IRRESPECTIVE OF THE TIME, ORDER OR METHOD OF
PAYMENT AND IRRESPECTIVE OF ANYTHING ELSE CONTAINED IN THIS OR ANY OTHER
DOCUMENT OR AGREEMENT OTHER THAN IN THIS SECTION 11.16, SO LONG AS ANY VFC
CERTIFICATE REMAINS OUTSTANDING, THE COMPANY AGREES THAT ANY AND ALL JUNIOR
CLAIMS ARE AND SHALL BE EXPRESSLY SUBORDINATE AND JUNIOR TO THE SENIOR CLAIMS IN
RIGHT AND TIME OF PAYMENT.
EACH JUNIOR CLAIMANT BY ACCEPTANCE THEREOF WAIVES
ANY AND ALL NOTICE OF THE CREATION OR ACCRUAL OF