RATA SHARE OF THE APPLICABLE
SERIES 2000-1 PURCHASE PRICE AND THE AMOUNT PAID WITH RESPECT THERETO BY THE
SERIES 2000-1 NON-DEFAULTING APA BANKS, TOGETHER WITH INTEREST THEREON, FOR EACH
DAY FROM THE DATE OF THE RELATED FUNDING AGENT'S REQUEST FOR SUCH SERIES 2000-1
DEFAULTING APA BANK'S APA PRO RATA SHARE OF THE APPLICABLE SERIES 2000-1
PURCHASE PRICE PURSUANT TO SECTION 2.06(B) UNTIL THE DATE THE REQUISITE AMOUNT
IS PAID TO THE RELATED SERIES 2000-1 CONDUIT PURCHASER IN FULL, AT A RATE PER
ANNUM EQUAL TO THE SUM OF THE FEDERAL FUNDS EFFECTIVE RATE PLUS 2%.
(D)
THE TRANSFER BY A SERIES 2000-1 CONDUIT PURCHASER OF ALL OR A
PORTION OF ITS RIGHTS IN A SERIES 2000-1 VFC CERTIFICATE PURSUANT TO THIS
SECTION 2.06 SHALL BE WITHOUT RECOURSE OR WARRANTY, EXPRESS OR IMPLIED, EXCEPT
THAT SUCH SERIES 2000-1 CONDUIT PURCHASER REPRESENTS THAT SUCH SERIES 2000-1 VFC
CERTIFICATE IS FREE AND CLEAR OF ADVERSE CLAIMS CREATED BY OR ARISING AS A
RESULT OF CLAIMS AGAINST SUCH SERIES 2000-1 CONDUIT PURCHASER.
BY EXECUTING AND
DELIVERING A SALE NOTICE PURSUANT TO SECTION 2.06(A), SUCH SERIES 2000-1 CONDUIT
PURCHASER MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH
RESPECT TO:
(I)
ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS MADE IN OR IN
CONNECTION WITH SUCH SERIES 2000-1 VFC CERTIFICATE OR THE EXECUTION, LEGALITY,
VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF SUCH SERIES
2000-1 VFC CERTIFICATE, OR ANY OTHER AGREEMENT, INSTRUMENT OR OTHER DOCUMENT
FURNISHED PURSUANT THERETO OR IN CONNECTION THEREWITH, INCLUDING ANY TRANSACTION
DOCUMENT; OR
(II)
THE FINANCIAL CONDITION OF THE TRUST, THE TRUSTEE, THE MASTER
SERVICER, ANY ORIGINATOR, THE COMPANY OR ANY OBLIGOR (COLLECTIVELY, THE
"TRANSACTION PARTIES"), ANY OTHER SERIES 2000-1 CONDUIT PURCHASER, ANY SERIES
2000-1 APA BANK OR ANY FUNDING AGENT, OR THE PERFORMANCE OR OBSERVANCE BY THE
TRANSACTION PARTIES OF ANY OF THEIR RESPECTIVE OBLIGATIONS UNDER THE SERIES
2000-1 VFC CERTIFICATES OR THE TRANSACTION DOCUMENTS.
(E)
IF ON THE RELATED SERIES 2000-1 PURCHASE DATE, THERE IS AN
APPLICABLE SERIES 2000-1 LOSS AMOUNT, THEN, IN SUCH EVENT, EACH SERIES 2000-1
APA BANK IN THE VFC PURCHASER GROUP WITH RESPECT TO THE SALE OCCURRING ON SUCH
SERIES 2000-1 PURCHASE DATE AGREES THAT THE RELATED FUNDING AGENT, FOR THE
BENEFIT OF THE RELATED SERIES 2000-1 CONDUIT PURCHASER, SHALL, AFTER THE
APPLICABLE APA
14
BANK AGGREGATE INVESTED AMOUNT IS ZERO, REMIT TO THE RELATED SERIES 2000-1
CONDUIT PURCHASER THE APPLICABLE SERIES 2000-1 REDUCTION PERCENTAGE OF ANY
AMOUNTS RECEIVED BY SUCH FUNDING AGENT WITH RESPECT TO A SERIES 2000-1 VFC
CERTIFICATE IMMEDIATELY AFTER RECEIPT OF SUCH AMOUNTS.
SECTION 2.07
PROCEDURE FOR DECREASING THE SERIES 2000-1
INVESTED AMOUNT.
(A)
SUBJECT TO SECTION 7.04, ON ANY BUSINESS DAY DURING THE SERIES
2000-1 REVOLVING PERIOD OR THE SERIES 2000-1 AMORTIZATION PERIOD (EXCEPT FOR
DISTRIBUTION DATES DURING THE SERIES 2000-1 AMORTIZATION PERIOD (WHICH SHALL BE
GOVERNED BY SECTION 3A.06(C))), UPON WRITTEN REQUEST BY THE MASTER SERVICER, THE
SERIES 2000-1 U.S. DOLLAR INVESTED AMOUNT, THE SERIES 2000-1 EURO INVESTED
AMOUNT AND/OR THE SERIES 2000-1 STERLING INVESTED AMOUNT MAY BE REDUCED (A
"SERIES