WHEREAS, the Company, the Master Servicer and the Trustee (i) have entered into
the Pooling Agreement, dated as of December 21, 2000, as amended and restated on
June 26, 2001 and (ii) will enter into the Second Amended and Restated Pooling
Agreement, dated as of April 18, 2006 (as in effect on the date hereof and as
the same may be amended, supplemented, restated or otherwise modified from time
to time (the "Agreement");
WHEREAS, the Agreement provides, among other things, that the Company, the
Master Servicer and the Trustee may at any time and from time to time enter into
supplements to the Agreement for the purpose of authorizing the issuance, by the
Company, of one or more Series of Investor Certificates on behalf of the Trust,
for execution and redelivery to the Trustee for authentication;
WHEREAS, pursuant to the Series 2000-1 Supplement dated as of December 21, 2000
(the "Existing Series 2000-1 Supplement") the Company, the Master Servicer, the
Trustee, the "Series 2000-1 Conduit Purchasers" party thereto, and the
"Series 2000-1 APA Banks" party thereto, and the other parties to the Existing
Series 2000-1 Supplement, supplemented the Agreement to provide among other
matters for the issuance of a Variable Funding Certificate; and
WHEREAS the Company, the Master Servicer, the Trustee, the Series 2000-1 Conduit
Purchasers, the Series 2000-1 APA Banks and the Funding Agents wish to amend and
restate the Existing Series 2000-1 Supplement on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the parties hereto agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01
Definitions.
Capitalized terms used herein shall unless otherwise defined or referenced
herein, have the meanings assigned to such terms in Annex X (as amended,
supplemented, restated or
1
otherwise modified from time to time) to the Pooling Agreement or Schedule III
to this Supplement.
SECTION 1.02
OTHER
DEFINITIONAL PROVISIONS.
(A)
ALL TERMS DEFINED OR INCORPORATED BY
REFERENCE IN THIS SUPPLEMENT SHALL HAVE SUCH DEFINED MEANINGS WHEN USED IN ANY
CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO UNLESS OTHERWISE
DEFINED THEREIN.
(B)
AS USED HEREIN AND IN ANY CERTIFICATE OR
OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO, ACCOUNTING TERMS
NOT DEFINED HEREIN OR INCORPORATED BY REFERENCE HEREIN, AND ACCOUNTING TERMS
PARTLY DEFINED HEREIN OR INCORPORATED BY REFERENCE HEREIN TO THE EXTENT NOT
DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP.
TO THE
EXTENT THAT THE DEFINITIONS OF ACCOUNTING TERMS HEREIN OR INCORPORATED BY
REFERENCE HEREIN ARE INCONSISTENT WITH THE MEANINGS OF SUCH TERMS UNDER GAAP,
THE DEFINITIONS CONTAINED HEREIN OR INCORPORATED BY REFERENCE HEREIN SHALL
CONTROL.
(C)
THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS SUPPLEMENT SHALL REFER
TO THIS SUPPLEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
SUPPLEMENT; AND SECTION, SCHEDULE, EXHIBIT AND APPENDIX REFERENCES CONTAINED IN