SERVICER TERMINATION OR DEFAULT;
(H)
IT SHALL DETERMINE THE SERIES 2000-1 FX
HEDGING AGREEMENTS (IF ANY) THAT NEED TO BE IN EFFECT UNDER THE FX HEDGING
POLICY AND IT SHALL DIRECT THE TRUSTEE TO ENTER INTO THE SERIES 2000-1 FX
HEDGING AGREEMENTS 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 HEDGING AGREEMENTS;
48
(I)
IT SHALL OBTAIN AN EXECUTED
INTERCREDITOR AGREEMENT BY JULY 31, 2006, IN FORM AND SUBSTANCE SATISFACTORY TO
EACH FUNDING AGENT;
(J)
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 THE EFFECT THAT SUCH FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
COMPANY IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED;
(II)
WITHIN 60 DAYS AFTER THE END OF EACH OF
THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR THE COMPANY'S UNAUDITED
BALANCE SHEET AND RELATED STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH
FLOWS FOR THE PERIOD FROM THE BEGINNING OF SUCH FISCAL YEAR TO THE END OF SUCH
QUARTER, ALL CERTIFIED BY A RESPONSIBLE OFFICER OF THE COMPANY;
(III)
TOGETHER WITH THE FINANCIAL STATEMENTS
REQUIRED PURSUANT TO CLAUSES (I) AND (II) ABOVE, A COMPLIANCE CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER OF THE COMPANY STATING THAT (X) THE ATTACHED FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP AND ACCURATELY REFLECT THE
FINANCIAL CONDITION OF THE COMPANY AND (Y) TO THE BEST OF SUCH PERSON'S
KNOWLEDGE, NO EARLY AMORTIZATION EVENT OR POTENTIAL EARLY AMORTIZATION EVENT
EXISTS, OR IF ANY EARLY AMORTIZATION EVENT OR POTENTIAL EARLY AMORTIZATION EVENT
EXISTS, STATING THE NATURE AND STATUS THEREOF;
(IV)
PROMPTLY UPON THE FURNISHING THEREOF TO THE
SHAREHOLDERS OF THE COMPANY, COPIES OF ALL FINANCIAL STATEMENTS, FINANCIAL
REPORTS AND PROXY STATEMENTS SO FURNISHED;
(V)
PROMPTLY ALL INFORMATION, DOCUMENTS,
RECORDS, REPORTS, CERTIFICATES, OPINIONS AND NOTICES RECEIVED BY THE COMPANY
FROM AN ORIGINATOR UNDER ANY ORIGINATION AGREEMENT, AS THE TRUSTEE OR ANY
FUNDING AGENT MAY REASONABLY REQUEST; AND
(VI)
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION
OF THE COMPANY, OR COMPLIANCE WITH THE TERMS OF ANY TRANSACTION DOCUMENT, IN
EACH CASE AS ANY FUNDING AGENT OR THE TRUSTEE MAY REASONABLY REQUEST.
SECTION 8.03
NEGATIVE COVENANTS OF THE COMPANY AND THE MASTER SERVICER.
(A)
THE COMPANY SHALL NOT MAKE ANY RESTRICTED
PAYMENTS WHILE SERIES 2000-1 IS AN OUTSTANDING SERIES, EXCEPT: