ON
CAPITAL, OR CEASE TO HAVE THE CONSEQUENCES SPECIFIED IN SECTION 7.02, OR CEASE
TO RESULT IN AMOUNTS BEING PAYABLE UNDER SECTION 7.03, AS THE CASE MAY BE
(INCLUDING AS A RESULT OF ANY ACTION TAKEN BY SUCH SERIES 2000-1 PURCHASER OR
SERIES 2000-1 APA BANK PURSUANT TO SECTION 7.05(B)), OR IF SUCH SERIES 2000-1
PURCHASER OR SERIES 2000-1 APA BANK SHALL WITHDRAW ITS NOTICE UNDER SECTION 7.02
OR SHALL WAIVE ITS RIGHT TO FURTHER PAYMENTS UNDER SECTION 7.03 IN RESPECT OF
SUCH CIRCUMSTANCES OR EVENT, AS THE CASE MAY BE, THEN SUCH SERIES 2000-1
PURCHASER OR SERIES 2000-1 APA BANK SHALL NOT THEREAFTER BE REQUIRED TO MAKE ANY
SUCH TRANSFER AND ASSIGNMENT HEREUNDER.
(B)
IF (I) ANY SERIES 2000-1 PURCHASER OR
SERIES 2000-1 APA BANK DELIVERS A NOTICE DESCRIBED IN SECTION 7.02 OR (II) THE
COMPANY IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY SERIES 2000-1 PURCHASER
OR SERIES 2000-1 APA BANK PURSUANT TO SECTION 7.03, THEN SUCH SERIES 2000-1
PURCHASER OR SERIES 2000-1
46
APA BANK SHALL USE REASONABLE EFFORTS (WHICH SHALL NOT REQUIRE SUCH
SERIES 2000-1 PURCHASER OR SERIES 2000-1 APA BANK TO INCUR AN UNREIMBURSED LOSS
OR UNREIMBURSED COST OR EXPENSE OR OTHERWISE TAKE ANY ACTION INCONSISTENT WITH
ITS INTERNAL POLICIES OR LEGAL OR REGULATORY RESTRICTIONS OR SUFFER ANY
DISADVANTAGE OR BURDEN REASONABLY DEEMED BY IT TO BE SIGNIFICANT) (A) TO FILE
ANY CERTIFICATE OR DOCUMENT REASONABLY REQUESTED IN WRITING BY THE COMPANY (OR
THE MASTER SERVICER, ON BEHALF OF THE COMPANY) OR (B) TO ASSIGN ITS RIGHTS AND
DELEGATE AND TRANSFER ITS OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES,
BRANCHES OR AFFILIATES, IF SUCH FILING OR ASSIGNMENT WOULD ENABLE IT TO WITHDRAW
ITS NOTICE PURSUANT TO SECTION 7.02 OR WOULD REDUCE AMOUNTS PAYABLE PURSUANT TO
SECTION 7.03, AS THE CASE MAY BE, IN THE FUTURE.
THE COMPANY HEREBY AGREES TO
PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY ANY SERIES 2000-1 PURCHASER OR
SERIES 2000-1 APA BANK IN CONNECTION WITH ANY SUCH FILING OR ASSIGNMENT,
DELEGATION AND TRANSFER.
SECTION 7.06
LIMITATION.
The obligations of the Company under this Article VII shall be limited, inter
alia, by Section 11.13.
ARTICLE VIII
COVENANTS; REPRESENTATIONS AND WARRANTIES
SECTION 8.01
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MASTER SERVICER.
(A)
THE COMPANY AND THE MASTER SERVICER EACH
HEREBY REPRESENTS AND WARRANTS TO THE TRUSTEE, THE ADMINISTRATIVE AGENT, EACH
FUNDING AGENT AND EACH OF THE SERIES 2000-1 PURCHASERS AND THE SERIES 2000-1 APA
BANKS THAT EACH AND EVERY OF THEIR RESPECTIVE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 8.01(B), THE AGREEMENT AND THE SERVICING AGREEMENT IS TRUE
AND CORRECT AS OF THE SERIES 2000-1 ISSUANCE DATE AND AS OF THE DATE HEREOF AND
AS OF THE DATE OF EACH SERIES 2000-1 INCREASE AND, IN THE CASE OF
SECTION 8.02(G) BELOW, ON ANY DATE WHEN ANY TRANSACTION IS ENTERED INTO PURSUANT
TO ANY SERIES 2000-1 FX HEDGING AGREEMENT.
(B)
THE COMPANY HEREBY REPRESENTS AND WARRANTS
TO THE TRUSTEE AND THE TRUST, FOR THE BENEFIT OF THE SERIES 2000-1 VFC