NORMAL SECURITY AND CONFIDENTIALITY REQUIREMENTS AND TO DISCUSS
ITS BUSINESS, OPERATIONS, PROPERTIES, FINANCIAL AND OTHER CONDITIONS WITH ITS
OFFICERS AND EMPLOYEES AND WITH ITS INDEPENDENT PUBLIC ACCOUNTANTS;
(E)
NEITHER IT NOR THE CONTRIBUTOR SHALL WAIVE
THE PROVISIONS OF SECTION 2.06 OR SECTION 8.02 OF ANY ORIGINATION AGREEMENT OR
TAKE ANY ACTION, NOR SHALL IT PERMIT ANY ORIGINATOR TO TAKE ANY ACTION,
REQUIRING THE CONSENT OF THE FUNDING AGENTS PURSUANT TO ANY TRANSACTION
DOCUMENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE SERIES 2000-1 MAJORITY
PURCHASERS;
(F)
NEITHER IT NOR THE CONTRIBUTOR SHALL
PERMIT ANY ORIGINATOR TO AMEND OR MAKE ANY CHANGE OR MODIFICATION TO ITS
CONSTITUTIVE DOCUMENTS IF SUCH AMENDMENT, CHANGE OR MODIFICATION IS REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT WITHOUT THE CONSENT OF EACH FUNDING
AGENT; PROVIDED THAT SUCH ORIGINATOR MAY MAKE AMENDMENTS, CHANGES OR
MODIFICATIONS PURSUANT TO CHANGES IN LAW OF THE JURISDICTION OF ITS ORGANIZATION
OR AMENDMENTS TO SUCH
60
ORIGINATOR'S NAME (SUBJECT TO COMPLIANCE WITH SECTION 6.04 (OR CORRESPONDING
SECTION) OF THE APPLICABLE ORIGINATION AGREEMENT)), REGISTERED AGENT OR ADDRESS
OF REGISTERED OFFICE;
(G)
IT SHALL COOPERATE IN GOOD FAITH TO ALLOW
THE TRUSTEE AND THE LIQUIDATION SERVICER TO USE ITS AVAILABLE FACILITIES AND
EXPERTISE UPON A MASTER SERVICER TERMINATION OR DEFAULT;
(H)
IT SHALL:
(I)
DETERMINE THE SERIES 2000-1 FX FORWARD
TRANSACTIONS (IF ANY) THAT NEED TO BE IN EFFECT UNDER THE FX HEDGING POLICY;
(II)
DIRECT THE TRUSTEE TO ENTER INTO THE SERIES 2000-1 FX FORWARD
TRANSACTIONS WITH THE FX COUNTERPARTY IN ACCORDANCE WITH THE FX HEDGING POLICY;
PROVIDED THAT THE FX COUNTERPARTY SHALL NOT HAVE ITS MAIN SEAT OF BUSINESS IN
THE UNITED KINGDOM AND SHALL NOT ACT THROUGH AN OFFICE IN THE UNITED KINGDOM FOR
ANY OF THE PURPOSES OF THE SERIES 2000-1 FX FORWARD TRANSACTIONS;
(III)
REASONABLY ENDEAVOR TO MATCH THE SERIES 2000-1 INVESTED AMOUNTS
DENOMINATED IN EACH CURRENCY TO THE AMOUNT OF THE AGGREGATE RECEIVABLES AMOUNT
DENOMINATED IN SUCH CURRENCY SO THAT NO SERIES 2000-1 FX FORWARD TRANSACTIONS
ARE REQUIRED UNDER THE FX HEDGING POLICY; AND
(IV)
NOTIFY THE FUNDING AGENTS EACH TIME A
SERIES 2000-1 FX FORWARD TRANSACTION WILL BE REQUIRED UNDER THE FX HEDGING
POLICY, AND IF THE MATURITY DATE THE MASTER SERVICER IS PROPOSING TO APPLY TO
SUCH SERIES 2000-1 FX FORWARD TRANSACTION IS DIFFERENT THAN WOULD APPLY AS
DETERMINED IN ACCORDANCE WITH THE DEFINITION OF FX FORWARD TRANSACTION, SUCH
PROPOSED MATURITY DATE MAY BE APPLIED IF NOT OBJECTED TO WITHIN TWO (2) BUSINESS
DAYS BY ANY OF THE FUNDING AGENTS;
(I)
IT SHALL FURNISH TO THE TRUSTEE AND EACH
FUNDING AGENT:
(I)
WITHIN 150 DAYS AFTER THE END OF EACH FISCAL YEAR THE BALANCE
SHEET AND RELATED STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS
SHOWING THE FINANCIAL CONDITION OF THE COMPANY AS OF THE CLOSE OF SUCH FISCAL
YEAR AND THE RESULTS OF ITS OPERATIONS DURING SUCH YEAR, ALL AUDITED BY THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS AND ACCOMPANIED BY AN OPINION OF SUCH
ACCOUNTANTS (WHICH SHALL NOT BE QUALIFIED IN ANY MATERIAL RESPECT) TO