STATEMENTS OF INCOME,
STOCKHOLDERS' EQUITY AND CASH FLOWS SHOWING THE FINANCIAL CONDITION OF EACH OF
THE EUROPEAN ORIGINATORS AND EACH OF THEIR CONSOLIDATED SUBSIDIARIES;
(B)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL
REPORTS UNDER SECTION 4.10(A)(II), SUBJECT TO SECTION 8.11 HEREOF, A CERTIFICATE
OF THE RESPONSIBLE OFFICER CERTIFYING SUCH REPORTS AND STATING TO THE BEST OF
SUCH PERSON'S KNOWLEDGE (I) NO EARLY AMORTIZATION EVENT OR POTENTIAL EARLY
AMORTIZATION EVENT EXISTS, OR (II) IF ANY EARLY AMORTIZATION EVENT OR POTENTIAL
EARLY AMORTIZATION EVENT EXISTS, STATING THE NATURE AND STATUS THEREOF;
(C)
PROMPTLY AFTER THE FILING THEREOF, COPIES
OF ANY REGISTRATION STATEMENT (OTHER THAN THE EXHIBITS THERETO AND EXCLUDING ANY
REGISTRATION STATEMENTS ON FORM S-8
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AND ANY OTHER REGISTRATION STATEMENT RELATING EXCLUSIVELY TO STOCK, BONUS,
OPTION, 401(K) AND OTHER SIMILAR PLANS FOR OFFICERS, DIRECTORS AND EMPLOYEES) OF
EACH ORIGINATOR AND THE SERVICER GUARANTOR OR ANY OF ITS RESPECTIVE SUBSIDIARIES
OR AFFILIATES;
(D)
PROMPTLY UPON THE FURNISHINGS THEREOF TO THE
SHAREHOLDERS OF EACH ORIGINATOR, COPIES OF ALL FINANCIAL STATEMENTS, FINANCIAL
REPORTS AND PROXY STATEMENTS SO FURNISHED;
(E)
(I) WITHIN TEN (10) DAYS AFTER THE DATE OF
ANY MATERIAL CHANGE IN THE POLICIES, A COPY OF THE POLICIES THEN IN EFFECT AND
(II) WITHIN TEN (10) CALENDAR DAYS AFTER THE DATE OF THE MASTER SERVICER'S
RECEIPT OF NOTICE OF OR THE PUBLICATION OF ANY CHANGE IN EACH ORIGINATOR'S
PUBLIC OR PRIVATE DEBT RATINGS BY A RATING AGENCY, IF ANY, A WRITTEN
CERTIFICATION OF SUCH ORIGINATOR'S PUBLIC OR PRIVATE DEBT RATINGS BY A RATING
AGENCY AFTER GIVING EFFECT TO SUCH CHANGE; AND
(F)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION
OF EACH ORIGINATOR, OR COMPLIANCE WITH THE TERMS OF ANY TRANSACTION DOCUMENT, IN
EACH CASE AS ANY FUNDING AGENT OR ANY TRUSTEE MAY REASONABLY REQUEST.
SECTION 4.11.
NOTICES.
The Master Servicer shall furnish written notice of the following events to the
Company, the Trustee and each Funding Agent, promptly upon a Responsible Officer
of such Person obtaining actual knowledge thereof: (i) the reduction or
withdrawal of a relevant applicable rating of an Obligor, an Approved Obligor
Country or an Approved Currency by a Rating Agency or (ii) the occurrence of any
Originator Termination Event, Potential Originator Termination Event, Early
Amortization Event, Potential Early Amortization Event, Master Servicer Default,
Potential Master Servicer Default or Program Termination Event.
SECTION 4.12.
SERVICING STANDARD.
The Master Servicer hereby agrees with the Trustee that as Master Servicer it
shall exercise the same degree of skill and care in managing the administration
and servicing of the Receivables, and performing its obligations hereunder, as
it would exercise if it were the beneficial owner of all such Receivables (the
"Servicing Standard").
SECTION 4.13.
DELIVERY
OF INFORMATION OR DOCUMENTS REQUESTED BY THE COMPANY.
The Master Servicer shall promptly furnish to the Company and each other Person
identified by the Company all information and documents reasonably requested by
the Company that are necessary in order for the Company to fulfill its
obligations under the Transaction