PRIOR TO THE DATE WHICH IS ONE YEAR (OR, IF LONGER, SUCH
PREFERENCE PERIOD AS IS THEN 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 POOLING 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
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(VIII)
ANY ACQUIRED LINE OF BUSINESS OR DISPOSITION OF LINE OF BUSINESS
OTHER THAN PERMITTED DESIGNATED LINE OF BUSINESS DISPOSITION,
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 POOLING 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, EURO AND/OR POUNDS
STERLING (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 WHICH ARE OTHERWISE ALLOCABLE
UNDER SECTION 3A.03 TO BE PAID TO THE COMPANY RECEIPTS ACCOUNT, 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