TABLE OF CONTENTS

 

		Page No
ARTICLE I DEFINITIONS		1
SECTION 1.01	Definitions	1
SECTION 1.02	Other Definitional Provisions	2
ARTICLE II DESIGNATION OF SERIES 2000-1 VFC CERTIFICATES; PURCHASE AND SALE OF THE SERIES 2000-1 VFC CERTIFICATES		3
SECTION 2.01	Designation	3
SECTION 2.02	The Series 2000-1 VFC Certificates and Series 2000-1 Subordinated Interests	3
SECTION 2.03	Purchases of Interests in the Series 2000-1 VFC Certificates and the Series 2000-1 Subordinated Interests	4
SECTION 2.04	Delivery	5
SECTION 2.05	Procedure for Initial Issuance and for Increasing the Series 2000-1 Invested Amount	6
SECTION 2.06	Sale by a Series 2000-1 Conduit Purchaser of its Series 2000-1 Purchaser Invested Amount to a Series 2000-1 APA Bank	10
SECTION 2.07	Procedure for Decreasing the Series 2000-1 Invested Amount	13
SECTION 2.08	Reductions of the Series 2000-1 Commitments	15
SECTION 2.09	Interest; Fees	16
SECTION 2.10	Indemnification by Huntsman International and the Company	17
SECTION 2.11	Inability to Determine Eurodollar Rate	18
SECTION 2.12	Series 2000-1 FX Hedging Agreements	19
SECTION 2.13	Notices, Reports, Directions by Master Servicer	19
SECTION 2.14	Optional Termination by the Company	19
ARTICLE III ARTICLE III OF THE AGREEMENT		20
SECTION 3.01		20

 

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SECTION 3A.02	Establishment of Series 2000-1 Accounts	20
SECTION 3A.03	Daily Allocations	22
SECTION 3A.04	Determination of Interest	25
SECTION 3A.05	Determination of Series 2000-1 Monthly Principal	29
SECTION 3A.06	Applications	30
ARTICLE IV DISTRIBUTIONS AND REPORTS		33
SECTION 4A.01	Distributions	33
SECTION 4A.02	Daily Reports	33
SECTION 4A.03	Reports and Notices	33
ARTICLE V ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION EVENTS		34
SECTION 5.01	Additional Series 2000-1 Early Amortization Events	34
ARTICLE VI SERVICING FEE		38
SECTION 6.01	Servicing Compensation	38
ARTICLE VII CHANGE IN CIRCUMSTANCES		38
SECTION 7.01	Illegality	38
SECTION 7.02	Requirements of Law	39
SECTION 7.03	Taxes	41
SECTION 7.04	Indemnity	45
SECTION 7.05	Assignment of Series 2000-1 Commitments Under Certain Circumstances; Duty to Mitigate	46
SECTION 7.06	Limitation	47
ARTICLE VIII COVENANTS; REPRESENTATIONS AND WARRANTIES		47
SECTION 8.01	Representations and Warranties of the Company and the Master Servicer	47
SECTION 8.02	Covenants of the Company, the Master Servicer and Huntsman International	47
SECTION 8.03	Negative Covenants of the Company and the Master Servicer	49
SECTION 8.04	Obligations Unaffected	51

 

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ARTICLE IX CONDITIONS PRECEDENT		51
SECTION 9.01	Conditions Precedent to Effectiveness of Supplement.	51
ARTICLE X THE ADMINISTRATIVE AGENT AND FUNDING AGENTS		56
SECTION 10.01	Appointment.	56
SECTION 10.02	Delegation of Duties	57
SECTION 10.03	Exculpatory Provisions	57
SECTION 10.04	Reliance by Administrative Agent and Funding Agents	58
SECTION 10.05	Notice of Master Servicer Default or Series 2000-1 Early Amortization Event or Potential Series 2000-1 Early Amortization Event	58
SECTION 10.06	Non Reliance on Administrative Agent or Funding Agents and Other Series 2000-1 Purchasers	59
SECTION 10.07	Indemnification	60
SECTION 10.08	Administrative Funding and Funding Agent in Its Individual Capacity	61
SECTION 10.09	Successor Administrative Agent and Funding Agent	61
ARTICLE XI MISCELLANEOUS		62
SECTION 11.01	Ratification of Agreement	62
SECTION 11.02	Governing Law	62
SECTION 11.03	Further Assurances	62
SECTION 11.04	Payments	63
SECTION 11.05	Costs and Expenses	63
SECTION 11.06	No Waiver; Cumulative Remedies	63
SECTION 11.07	Amendments	64
SECTION 11.08	Severability	65
SECTION 11.09	Notices	65
SECTION 11.10	Successors and Assigns	66
SECTION 11.11	Counterparts	71
SECTION 11.12	Adjustments; Setoff	71

 

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SECTION 11.13	Limitation of Payments by the Company	72
SECTION 11.14	No Bankruptcy Petition; No Recourse	72
SECTION 11.15	Limitation on Addition of Approved Originators, Approved Currency, Approved Obligors and a Successor Master Servicer; Mergers and Consolidations	73
SECTION 11.16	Subordinated Loan	74
SECTION 11.17	Limited Recourse	77
ARTICLE XII FINAL DISTRIBUTIONS		78
SECTION 12.01	Certain Distributions	78
ARTICLE XIII ADMINISTRATIVE AGENT		78
SECTION 13.01	Administrative Agent.	78
SCHEDULE I Series 2000-1 Commitments		82
SCHEDULE II Series 2000-1 Concentration Accounts		83
SCHEDULE III Series 2000-1 Definitions		84
SCHEDULE IV Notices		111
EXHIBIT A-1 Form of Series 2000-1 U.S. Dollar VFC Certificate		113
EXHIBIT A-2 Form of Series 2000-1 Euro VFC Certificate		121
EXHIBIT B Form of Series 2000-1 Commitment Transfer Supplement		129
EXHIBIT C Form of Administrative Questionnaire		134
EXHIBIT D Form of Daily Report		136
EXHIBIT E Form of Monthly Settlement Report		140
EXHIBIT F Form of Increase/Decrease Notice		141
EXHIBIT G Form of Confidentiality Agreement		144

 

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This Amended and Restated Series 2000-1 SUPPLEMENT dated as of April 18, 2006 (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “ Supplement ”), is made among Huntsman Receivables Finance LLC (the “ Company ”), a Delaware limited liability company, Huntsman (Europe) BVBA (the “ Master Servicer ”), a company organized under the laws of Belgium, Jupiter Securitization Corporation as the Existing Series 2000-1 VFC Certificateholder, the conduit purchasers party hereto from time to time as Series 2000-1 Conduit Purchasers (the “ Series 2000-1 Conduit Purchasers ”), the several financial institutions party hereto from time to time as Series 2000-1 APA banks (the “ Series 2000-1 APA Banks ”), the several financial institutions party hereto from time to time as funding agents (the “ Funding Agents ”), J.P. Morgan Securities Ltd., as Book Runner and Mandated Lead Arranger, JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”) and J.P. Morgan Bank (Ireland) plc, as trustee (the “ Trustee ”).

 

W I T N E S S E T H :

 

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

 

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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 this Supplement are references to Sections, Schedules, Exhibits and Appendices in or to this Supplement unless otherwise specified.

 

(d)                                  The definitions contained herein or incorporated by reference herein are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

 

(e)                                   Any reference herein or in any other Transaction Document to a provision of the Bankruptcy Code, Code, ERISA, 1940 Act or the UCC shall be deemed a reference to any successor provision thereto.

 

(f)                                     Any reference herein to a Schedule, Exhibit or Appendix to this Supplement shall be deemed to be a reference to such Schedule, Exhibit or Appendix as it may be amended, modified or supplemented from time to time to the extent that such Schedule, Exhibit or Appendix may be amended, modified or supplemented (or any term or provision of any Transaction Document may be amended that would have the effect of amending, modifying or supplementing information contained in such Schedule, Exhibit or Appendix) in compliance with the terms of the Transaction Documents.

 

(g)                                  Any reference in this Supplement to any representation, warranty or covenant “deemed” to have been made is intended to encompass only representations, warranties or covenants that are expressly stated to be repeated on or as of dates following the execution and delivery of this Supplement, and no such reference shall be interpreted as a reference to any implicit, inferred, tacit or otherwise unexpressed representation, warranty or covenant.

 

(h)                                  The words “ include ”, “ includes ” or “ including ” shall be interpreted as if followed, in each case, by the phrase “without limitation”.

 

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(i)                                      References to the Series 2000-1 Supplement in any other document or agreement inclusive of the Transaction Documents and Related Documents (as such term is defined in the Base Indenture) shall be deemed to be references to this Supplement as amended and restated on the date hereof and all amendments and supplements hereto and all assignments hereof.

 

ARTICLE II

 

DESIGNATION OF SERIES 2000-1 VFC CERTIFICATES; PURCHASE AND SALE OF THE SERIES 2000-1 VFC CERTIFICATES

 

SECTION 2.01                                                               Designation.

 

The Investor Certificates and interests created and authorized pursuant to the Agreement and this Supplement shall be designated as (i) the “ Series 2000-1 U.S. Dollar VFC Certificates ” and the “ Series 2000-1 Euro VFC Certificates ” (together, the “ Series 2000-1 VFC Certificates ”) and (ii) subordinated interests as described in Section 2.02(b) .

 

SECTION 2.02                                                               The Series 2000-1 VFC Certificates and Series 2000-1 Subordinated Interests.

 

(a)                                   The Series 2000-1 VFC Certificates will represent fractional undivided interests in the Participation and security interest granted by the Company to the Trustee for the benefit of the Investor Certificateholders under the Pooling Agreement, consisting of the right of the Series 2000-1 VFC Certificateholders to receive the distributions specified herein out of (i) the Series 2000-1 Invested Percentage (expressed as a decimal) of Participation Amounts with respect to Collections received with respect to the Receivables and all other funds on deposit in the Collection Accounts and (ii) to the extent such interests appear herein, all other funds on deposit in the Series 2000-1 Accounts (collectively, the “ Series 2000-1 VFC Certificateholder Interests ”).

 

(b)                                  The Company will be entitled to receive, in consideration of the grant of the Participation and security interest under the Agreement, the payments specified herein from the funds on deposit in the Series 2000-1 Accounts and any subaccounts thereof, in each case to the extent not required to be distributed to or for the benefit of the Series 2000-1 VFC Certificateholders (the “ Series 2000-1 Subordinated Interests ”).  The Series 2000-1 VFC Certificateholders hereby authorize the Trustee to make the payments referred to in the preceding sentence out of the funds on deposit in the Series 2000-1 Accounts by way of consideration payable to the Company as referred to above.  The Exchangeable Company Interests, the Series 2000-1 Subordinated Interests and any other Subordinated Company Interests outstanding from time to time shall represent the exclusive beneficial ownership interest owned by the Company in the Participation Assets.

 

(c)                                   The Series 2000-1 U.S. Dollar VFC Certificates and the Series 2000-1 Euro VFC Certificates shall be substantially in the form of Exhibits A-1 and A-2 , respectively, and shall, upon issue, be executed by the Trustee (on behalf of the Trust and without the Trustee incurring any personal liability in respect of

 

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the Investor Certificates) and will be authenticated and redelivered by the Trustee as provided in Section 2.04 of this Supplement and Section 5.02 of the Agreement.  The Series 2000-1 U.S. Dollar VFC Certificates and the Series 2000-1 Euro VFC Certificates shall be issued in the form of definitive certificates, each registered in the name of the Funding Agent for the applicable VFC Purchaser Group for the benefit of the Series 2000-1 Purchasers for that VFC Purchaser Group, from time to time, as the holder thereof. The Series 2000-1 Subordinated Interests will be uncertificated.

 

SECTION 2.03                                                               Purchases of Interests in the Series 2000-1 VFC Certificates and the Series 2000-1 Subordinated Interests.

 

(a)                                   Initial Purchase .  On the Existing Series 2000-1 Issuance Date, PARCO purchased the Existing Series 2000-1 VFC Certificate.  PARCO’s interest in the Series 2000-1 VFC Certificate has been transferred to the Existing Series 2000-1 VFC Certificateholder. Subject to the terms and conditions of this Supplement, the Existing Series 2000-1 VFC Certificateholder agrees to surrender its Existing Series 2000-1 VFC Certificate on the Series 2000-1 Issuance Date in exchange for the issuance of new Series 2000-1 VFC Certificates and for the payment to be made pursuant to Section 5.11 of the Agreement.  Subject to the terms and conditions of this Supplement, including delivery of notice, if any, required by Section 2.05 ,

 

(i)                                      on the Series 2000-1 Issuance Date, (A) each Series 2000-1 Conduit Purchaser may, in its sole discretion, purchase a Series 2000-1 VFC Certificate, in an amount equal to its respective VFC Pro Rata Share of the Series 2000-1 Initial Invested Amount, or (B) if any Series 2000-1 Conduit Purchaser shall have notified the Funding Agent for such Series 2000-1 Conduit Purchaser’s VFC Purchaser Group that it has elected not to purchase a Series 2000-1 VFC Certificate on the Series 2000-1 Issuance Date, each Series 2000-1 APA Bank for the applicable VFC Purchaser Group hereby severally agrees to purchase on the Series 2000-1 Issuance Date such Series 2000-1 VFC Certificate Interest, which Series 2000-1 VFC Certificate Interest of each Series 2000-1 APA Bank will be reflected on the schedule attached as Schedule I to the Series 2000-1 VFC Certificate, in an amount equal to such Series 2000-1 APA Bank’s Series 2000-1 Commitment Percentage of the Series 2000-1 Initial Invested Amount; and

 

(ii)                                   thereafter, (A) if any Series 2000-1 Conduit Purchaser shall have purchased a Series 2000-1 VFC Certificate on the Series 2000-1 Issuance Date, such Series 2000-1 Conduit Purchaser may, in its sole discretion, maintain such Series 2000-1 VFC Certificate, subject to increase or decrease during the Series 2000-1 Revolving Period, in accordance with the provisions of this Series 2000-1 Supplement and (B) if the Series 2000-1 APA Banks with respect to a VFC Purchaser Group shall have purchased a Series 2000-1 VFC Certificate Interest on the Series 2000-1 Issuance Date or, in any case, on or after the Series 2000-1 Purchase Date, each Series 2000-1 APA Bank with respect to such VFC Purchaser Group hereby severally agrees to maintain its Series 2000-1 VFC Certificate Interest, subject to increase

 

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or decrease during the Series 2000-1 Revolving Period, in accordance with the provisions of this Supplement.

 

The Company hereby agrees to maintain ownership of the Series 2000-1 Subordinated Interests, subject to increase or decrease during the Series 2000-1 Revolving Period, in accordance with Section 2.05 or Section 2.07 (as applicable).  Payments by the Series 2000-1 Conduit Purchasers in respect of the Series 2000-1 VFC Certificates or the Series 2000-1 APA Banks in respect of the Series 2000-1 VFC Certificate Interests shall be made in immediately available funds on the Series 2000-1 Issuance Date to the Trust.

 

(b)                                  Series 2000-1 APA Banks Commitment.  Subject to the terms and conditions of this Supplement, each Series 2000-1 APA Bank shall be deemed to have severally agreed, by its acceptance of its Series 2000-1 VFC Certificate Interest, to maintain its Series 2000-1 VFC Certificate Interest, subject to increase or decrease during the Series 2000-1 Revolving Period, in accordance with the provisions of this Supplement and the Series 2000-1 Asset Purchase Agreement with respect to its VFC Purchaser Group.

 

(c)                                   Maximum Series 2000-1 Purchaser Invested Amount .  Notwithstanding anything to the contrary contained in this Supplement, at no time shall the Series 2000-1 Purchaser U.S. Dollar Invested Amount and the Series 2000-1 Purchaser Euro Invested Amount (calculated without regard to clauses (c)(iv)  and (v)  of the applicable definition thereof but with regard to clause (d)  of the definition of Series 2000-1 Purchaser Euro Invested Amount) of any Series 2000-1 APA Bank exceed such Series 2000-1 APA Bank’s Series 2000-1 Commitment at such time.

 

(d)                                  Allocations Among Currency of Certificates .  All fundings with respect to the Series 2000-1 Euro VFC Certificate and Series 2000-1 Purchaser Euro Invested Amounts shall be allocated solely to the Euro VFC Purchaser Groups.

 

SECTION 2.04                                                               Delivery.

 

On the Series 2000-1 Issuance Date, the Master Servicer shall direct the Trustee in writing pursuant to Section 5.02 of the Agreement to execute and duly authenticate, and the Trustee, upon receiving such direction, shall so authenticate each Series 2000-1 VFC Certificate in the name of the Funding Agent for the applicable VFC Purchaser Group and deliver such Series 2000-1 VFC Certificate to the Funding Agent for the benefit of the Series 2000-1 Conduit Purchaser or the Series 2000-1 APA Banks, as the case may be, for that VFC Purchaser Group, in accordance with such written directions.  The Series 2000-1 U.S. Dollar VFC Certificates shall be issued in an initial amount of $1,000,000 and in integral multiples of $100,000 in excess thereof.  The Series 2000-1 Euro VFC Certificate shall be issued in an initial amount of €1,000,000 and in integral multiples of €100,000 in excess thereof.  The Trustee shall mark on its books the actual Series 2000-1 Invested Amount and Series 2000-1 Subordinated Interest Amount outstanding on any date of determination, which, absent manifest error, shall constitute prima facie evidence of the outstanding Series 2000-1 Invested Amount and Series 2000-1 Subordinated Interest Amount from time to time.  The Trustee shall remit to the Company by wire transfer to the account designated by the Company the purchase price received from each Series 2000-1 Purchaser.

 

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SECTION 2.05                                                               Procedure for Initial Issuance and for Increasing the Series 2000-1 Invested Amount.

 

(a)                                   Subject to Section 2.05(c) , (I) on the Series 2000-1 Issuance Date, each Series 2000-1 Conduit Purchaser may agree, in its sole discretion, to purchase a Series 2000-1 VFC Certificate, and each Series 2000-1 APA Bank hereby agrees to purchase a Series 2000-1 VFC Certificate in accordance with Section 2.03 and (II) on any Business Day during the Series 2000-1 Commitment Period, each Series 2000-1 Conduit Purchaser may agree, in its sole discretion, and each Series 2000-1 APA Bank hereby agrees, that the Series 2000-1 Invested Amount may be increased by increasing each Series 2000-1 Purchaser’s Series 2000-1 Purchaser U.S. Dollar Invested Amount or Series 2000-1 Purchaser Euro Invested Amount (each, a “ Series 2000-1 Increase ”), upon the request of the Master Servicer (each date on which an increase in the Series 2000-1 U.S. Dollar Invested Amount or Series 2000-1 Euro Invested Amount occurs hereunder being herein referred to as the “ Series 2000-1 Increase Date ” applicable to such Series 2000-1 Increase); provided , however , that the Master Servicer shall have given to each Funding Agent (with a copy to the Administrative Agent and the Trustee) irrevocable written notice (effective upon receipt), substantially in the form of Exhibit F hereto, of such request no later than:

 

(i)                                      7:00 a.m., New York City time, two Business Days prior to the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the case may be, in the case of any Series 2000-1 Increase Date occurring prior to the occurrence of a Conduit Purchaser Termination Event with respect to a relevant VFC Purchaser Group if all or a portion of the Series 2000-1 Initial Invested Amount or Series 2000-1 Increase Amount is to be allocated to a Series 2000-1 CP Tranche upon notice given pursuant to Section 3A.04(c)(i) ; or

 

(ii)                                   (x) 7:00 a.m., New York City time, on the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the case may be, if, after the occurrence of a Conduit Purchaser Termination Event with respect to a relevant VFC Purchaser Group or any Series 2000-1 Purchase Date with respect to a relevant VFC Purchaser Group, the Series 2000-1 Initial Invested Amount or Series 2000-1 Increase Amount is to be priced with respect to a relevant VFC Purchaser Group solely with reference to the ABR, or (y) 7:00 a.m., New York City time, three Business Days prior to the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the case may be, if, after the occurrence of a Conduit Purchaser Termination Event with respect to a relevant VFC Purchaser Group or any Series 2000-1 Purchase Date with respect to a relevant VFC Purchaser Group, all or a portion of the Series 2000-1 Initial Invested Amount or Series 2000-1 Increase Amount is to be allocated with respect to a relevant VFC Purchaser Group to a Series 2000-1 Eurodollar Tranche upon notice given pursuant to Section 3A.04(c)(ii) ;

 

provided , further , that the provisions of this Section shall not restrict the allocations of Collections pursuant to Article III .  Each notice shall state (x)

 

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the Series 2000-1 Issuance Date or the Series 2000-1 Increase Date, as the case may be, (y) the Series 2000-1 Initial U.S. Dollar Invested Amount, the Series 2000-1 Initial Euro Invested Amount or the proposed amount of such Series 2000-1 Increase with respect to each Class of Series 2000-1 VFC Certificates (the “ Series 2000-1 Increase Amount ”), as the case may be, and (z) on and after the occurrence of a Conduit Purchaser Termination Event with respect to a relevant VFC Purchaser Group or any Series 2000-1 Purchase Date with respect to a relevant VFC Purchaser Group, the portions of the Series 2000-1 Initial U.S. Dollar Invested Amount and the Series 2000-1 Initial Euro Invested Amount or the Series 2000-1 Increase Amount in respect thereof (as the case may be) that will be allocated to a Series 2000-1 Eurodollar Tranche and the Series 2000-1 Floating Tranche with respect to a relevant VFC Purchaser Group.  Each Series 2000-1 Increase shall be allocated between the respective VFC Purchaser Groups in accordance with their VFC Pro Rata Share and the requirements of Section 2.05(c)(ii)(C) .  No Series 2000-1 Purchaser shall be obligated to fund any such Series 2000-1 Increase, unless concurrently with any such Series 2000-1 Increase in the Series 2000-1 Invested Amount, the Series 2000-1 Subordinated Interest Amount shall be increased by an amount, if any (the “ Series 2000-1 Subordinated Interest Increase Amount ”), such that after giving effect to such increase, the Series 2000-1 Adjusted Invested Amount plus the Series 2000-1 Subordinated Interest Amount equals the Series 2000-1 Target Receivables Amount.

 

(b)                                  If a Series 2000-1 Conduit Purchaser elects not to fund any portion of its VFC Pro Rata Share of a requested Series 2000-1 Increase, such Series 2000-1 Conduit Purchaser shall notify the related Funding Agent thereof and deliver a Sale Notice in accordance with Section 2.06 and each related Series 2000-1 APA Bank shall purchase its Series 2000-1 Commitment Percentage of such Series 2000-1 Conduit Purchaser’s Series 2000-1 Purchaser U.S. Dollar Invested Amount and/or Series 2000-1 Purchaser Euro Invested Amount in accordance with Section 2.06 and fund such Series 2000-1 Increase in an amount equal to its Series 2000-1 Commitment Percentage of such Series 2000-1 Increase; provided , however , that a Series 2000-1 APA Bank shall not be obligated to fund any portion of a Series 2000-1 Increase that would cause its Series 2000-1 Purchaser U.S. Dollar Invested Amount and Series 2000-1 Purchaser Euro Invested Amount to exceed its Series 2000-1 Commitment.

 

(c)                                   The Series 2000-1 Purchasers shall not be required to make the initial purchase of Series 2000-1 VFC Certificate Interests on the Series 2000-1 Issuance Date or to increase their respective Series 2000-1 Purchaser U.S. Dollar Invested Amount or Series 2000-1 Purchaser Euro Invested Amount on any Series 2000-1 Increase Date unless:

 

(i)                                      (1) in respect of the Series 2000-1 U.S. Dollar VFC Certificates, the related aggregate Series 2000-1 Initial U.S. Dollar Invested Amount or Series 2000-1 Increase Amount in respect thereof is equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (2) in respect of the Series 2000-1 Euro VFC Certificates the related

 

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aggregate Series 2000-1 Initial Euro Invested Amount or Series 2000-1 Increase Amount in respect thereof is equal of €1,000,000 or an integral multiple of €100,000 in excess thereof;

 

(ii)                                   after giving effect to the Series 2000-1 Initial Invested Amount or Series 2000-1 Increase Amount,

 

(A)                               the Series 2000-1 Invested Amount (calculated without regard to clauses (c)(iv)  and (v)  of the definitions of Series 2000-1 Purchaser U.S. Dollar Invested Amount and Series 2000-1 Purchaser Euro Invested Amount but with regard to clause (d)  of the definition of Series 2000-1 Purchaser Euro Invested Amount) would not exceed the Series 2000-1 Maximum Invested Amount on the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the case may be,

 

(B)                                 the Series 2000-1 Allocated Receivables Amount would not be less than the Series 2000-1 Target Receivables Amount on the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the case may be, as set forth in the Daily Report delivered on such date, and

 

(C)                                 with respect to any VFC Purchaser Group, the Series 2000-1 Purchaser U.S. Dollar Invested Amount and the Series 2000-1 Purchaser Euro Invested Amount (calculated without regard to clauses (c)(iv)  and (v)  of the definition of Series 2000-1 Purchaser U.S. Dollar Invested Amount and Series 2000-1 Purchaser Euro Invested Amount, respectively but with regard to clause (d)  of the definition of Series 2000-1 Purchaser Euro Invested Amount) with respect to such VFC Purchaser Group would not exceed its VFC Pro Rata Share of the Series 2000-1 Purchaser U.S. Dollar Invested Amount and Series 2000-1 Purchaser Euro Invested Amount on the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date,

 

(iii)                                no Series 2000-1 Early Amortization Event or Potential Series 2000-1 Early Amortization Event under the Agreement or this Supplement shall have occurred and be continuing;

 

(iv)                               in the case of any funding by a Series 2000-1 Conduit Purchaser, such Series 2000-1 Conduit Purchaser shall have consented to such funding in its sole discretion and no Conduit Purchaser Termination Event shall have occurred and be continuing with respect to such Series 2000-1 Conduit Purchaser; and

 

(v)                                  all of the representations and warranties made by each of the Company, the Master Servicer and each Originator in each Transaction Document to which it is a party are true and correct in all material respects on and as of the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the case may be, as if made on and as of such

 

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date (except to the extent such representations and warranties are expressly made as of another date).

 

The delivery of the Series 2000-1 VFC Certificates on behalf of the Company and the Company’s acceptance of funds in connection with (x) the Series 2000-1 Purchasers’ initial purchase of the Series 2000-1 VFC Certificates on the Series 2000-1 Issuance Date and (y) each Series 2000-1 Increase occurring on any Series 2000-1 Increase Date shall, in each case, constitute a representation and warranty by the Company to the Series 2000-1 Purchasers as of the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the case may be, that all of the conditions contained in this Section 2.05(c)  (excluding sub-clause (iv) ) have been satisfied.

 

(d)                                  After receipt by each Funding Agent of the notice required by Section 2.05(a)  from the Master Servicer on behalf of the Company and the Trust, each Funding Agent shall, so long as the conditions set forth in Sections 2.05(a)  and (c)  are satisfied, promptly provide telephonic notice:

 

(i)                                      prior to the occurrence of a Conduit Purchaser Termination Event with respect to the related Series 2000-1 Conduit Purchaser, to the related Series 2000-1 Conduit Purchaser; and

 

(ii)                                   on and after the occurrence of a Conduit Purchaser Termination Event with respect to the related Series 2000-1 Conduit Purchaser or in the event the related Series 2000-1 Conduit Purchaser elects not to fund the requested Series 2000-1 Increase Amount, to each related Series 2000-1 APA Bank,

 

of the Series 2000-1 Increase Date and of the portion of the Series 2000-1 Increase Amount allocable to such Series 2000-1 Conduit Purchaser and to such Series 2000-1 APA Bank (which shall equal such Series 2000-1 Conduit Purchaser’s VFC Pro Rata Share of the Series 2000-1 Increase Amount and in the case of any Series 2000-1 APA Bank, its Series 2000-1 Commitment Percentage of the Series 2000-1 Increase Amount).  The Master Servicer shall promptly notify the Company of the Series 2000-1 Increase Date and the amount of the Series 2000-1 Subordinated Interest Increase Amount.  If a Series 2000-1 Conduit Purchaser elects to fund a Series 2000-1 Increase, such Series 2000-1 Conduit Purchaser agrees to pay in immediately available funds its VFC Pro Rata Share of the amount of such Series 2000-1 Increase on the related Series 2000-1 Increase Date to the Trust for deposit in the Series 2000-1 Principal Concentration Subaccount for distribution to the Company in accordance with the terms of the Transaction Documents.  On or after the occurrence of a Conduit Purchaser Termination Event with respect to a Series 2000-1 Conduit Purchaser or in the event a Series 2000-1 Conduit Purchaser elects not to fund the requested Series 2000-1 Increase Amount, each related Series 2000-1 APA Bank agrees to pay in immediately available funds such Series 2000-1 APA Bank’s Series 2000-1 Commitment Percentage of each Series 2000-1 Increase on the related Series 2000-1 Increase Date to the Trust for deposit in the Series 2000-1 Principal Concentration Subaccount for distribution to the Company in accordance with the terms of the Transaction Documents.

 

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SECTION 2.06                                                               Sale by a Series 2000-1 Conduit Purchaser of its Series 2000-1 Purchaser Invested Amount to a Series 2000-1 APA Bank.

 

(a)                                   On any date prior to the Series 2000-1 Commitment Termination Date, each Series 2000-1 Conduit Purchaser may deliver a Sale Notice to the related Funding Agent, the Company, the Master Servicer and the Trustee, to sell to the related Series 2000-1 APA Banks (in accordance with their respective Series 2000-1 Commitment Percentages), and each Series 2000-1 APA Bank hereby agrees to purchase its Series 2000-1 Commitment Percentage of, the Series 2000-1 Purchase Percentage of such Conduit Purchaser Interest of the Conduit Purchaser in its VFC Purchaser Group at the applicable Series 2000-1 Purchase Price.  Each Sale Notice shall be delivered by the relevant Series 2000-1 Conduit Purchaser to the applicable Funding Agent, the Company, the Master Servicer and the Trustee prior to 12:30 p.m. New York City time, on the proposed Series 2000-1 Purchase Date and shall constitute an irrevocable offer by such Series 2000-1 Conduit Purchaser to sell the portion of its Series 2000-1 Purchaser Invested Amount designated in such notice at the applicable Series 2000-1 Purchase Price.  The Series 2000-1 Purchase Amount set forth in any Sale Notice delivered by a Series 2000-1 Conduit Purchaser on the Series 2000-1 Commitment Termination Date or upon the occurrence of a Conduit Purchaser Termination Event with respect to such Conduit Purchaser shall equal 100% of the applicable Conduit Purchaser Interest.    Each Series 2000-1 APA Bank hereby agrees to purchase from the related Series 2000-1 Conduit Purchaser such Series 2000-1 APA Bank’s Series 2000-1 Commitment Percentage of the Series 2000-1 Purchase Percentage of the applicable Conduit Purchaser Interest for a purchase price equal to such Series 2000-1 APA Bank’s Series 2000-1 Commitment Percentage of the applicable Series 2000-1 Purchase Price on such Series 2000-1 Purchase Date (which date, subject to Section 2.06(b) , may be the same as the date of the Sale Notice).  Notwithstanding anything to the contrary set forth in this Supplement, no Series 2000-1 APA Bank shall have any obligation to purchase all or any portion of the Conduit Purchaser Interest from the related Series 2000-1 Conduit Purchaser if, on such Series 2000-1 Purchase Date, any Conduit Purchaser Insolvency Event shall have occurred and be continuing with respect to such Series 2000-1 Conduit Purchaser.

 

(b)                                  If, at or prior to 12:30 p.m. New York City time on any Business Day, a Series 2000-1 Conduit Purchaser delivers a Sale Notice to the applicable Funding Agent specifying that the related Series 2000-1 Purchase Date shall be the same date as the date of the Sale Notice, such Funding Agent shall, by no later than 1:30 p.m. New York City time, on such Business Day, notify (by telecopy or by telephone call promptly confirmed in writing by telecopy) the related Series 2000-1 APA Banks of the receipt and content of the Sale Notice.  Each related Series 2000-1 APA Bank shall purchase its Series 2000-1 Commitment Percentage of the Series 2000-1 Purchaser Percentage of the Conduit Purchaser Interest of such Series 2001-1 Conduit Purchaser by depositing its Series 2000-1 Commitment Percentage of the applicable Series 2000-1 Purchase Price in immediately available funds into the account(s) specified by the Series 2000-1 Conduit Purchaser in the Sale Notice no later than 3:00 p.m. New York City time on the same date as the date of such

 

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notice.  If a Series 2000-1 Conduit Purchaser delivers a Sale Notice to the related Funding Agent after 12:30 p.m. New York City time on any Business Day or a Series 2000-1 Conduit Purchaser delivers a Sale Notice to the related Funding Agent specifying that the related Series 2000-1 Purchase Date shall be a date other than the date of the Sale Notice, such Funding Agent shall promptly advise (by telecopy or by telephone call promptly confirmed in writing by telecopy) each related Series 2000-1 APA Bank of the receipt and content of the Sale Notice.  Notwithstanding the fact that the Series 2000-1 Purchase Date may occur on a date which is later than the date on which the Sale Notice is delivered to the related Funding Agent, the several obligations of each related Series 2000-1 APA Bank to make such purchase and to make payment of the amounts required to be paid by it pursuant to Section 2.06(a)  shall arise immediately upon receipt by such Funding Agent of the Sale Notice.  Upon payment of the applicable Series 2000-1 Purchase Price as provided herein and delivery to the Trustee by a Funding Agent of the related Series 2000-1 Conduit Purchaser’s Series 2000-1 VFC Certificate, the Trustee shall sign, on behalf of the Trust and without incurring any personal liability in respect of the Investor Certificates, and shall, upon the written direction of the Master Servicer, duly authenticate new Series 2000-1 VFC Certificates in the name of the relevant Funding Agent, for the benefit of each relevant Series 2000-1 APA Bank, with a Series 2000-1 VFC Certificate Interest with respect to each Series 2000-1 APA Bank equal to such Series 2000-1 APA Bank’s Series 2000-1 Commitment Percentage of the VFC Pro Rata Share of the Series 2000-1 Maximum Invested Amount (with reference to clause (a)  only of the definition thereof) for its VFC Purchaser Group and in the name of the relevant Series 2000-1 Conduit Purchaser in a denomination equal to the VFC Pro Rata Share of the Series 2000-1 Maximum Invested Amount (with reference to clause (a)  only of the definition thereof) for its VFC Purchaser Group minus the aggregate amount of the Series 2000-1 VFC Certificate Interests of its related Series 2000-1 APA Banks, as set forth in such written direction and shall deliver such Series 2000-1 VFC Certificates to the relevant Funding Agent, if applicable, in accordance with such written direction.

 

(c)                                   If, by 3:00 p.m. New York City time, on any Series 2000-1 Purchase Date, any Series 2000-1 APA Bank (any such Series 2000-1 APA Bank, a “ Series 2000-1 Defaulting APA Bank ”, and any related Series 2000-1 APA Bank (if any) other than the Series 2000-1 Defaulting APA Bank being referred to as a “ Series 2000-1 Non-Defaulting APA Bank ”) fails to make its Series 2000-1 Commitment Percentage of the Series 2000-1 Purchase Price available to the relevant Funding Agent pursuant to Section 2.06(b)  (the aggregate amount not so made available to the Funding Agent being referred to as the “ Series 2000-1 Purchase Price Deficit ”), then such Funding Agent shall, by no later than 3:30 p.m. New York City time, on such Series 2000-1 Purchase Date, instruct each Series 2000-1 Non-Defaulting APA Bank to pay, by no later than 4:00 p.m. New York City time on such Series 2000-1 Purchase Date, in immediately available funds, to the account designated by such Funding Agent, an amount equal to the lesser of (x) such Series 2000-1 Non-Defaulting APA Banks’ proportionate share (based upon the relative Series 2000-1 Commitments of the Series 2000-1 Non-Defaulting APA Banks) of the Series 2000-1 Purchase Price Deficit and (y) such Series 2000-1 Non-Defaulting

 

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APA Bank’s unused Series 2000-1 Commitment.  A Series 2000-1 Defaulting APA Bank shall forthwith, upon demand, pay to the related Funding Agent for the ratable benefit of the Series 2000-1 Non-Defaulting APA Banks all amounts paid by each Series 2000-1 Non-Defaulting APA Bank on behalf of such Series 2000-1 Defaulting APA Bank, together with interest thereon, for each day from the date a payment was made by a Series 2000-1 Non-Defaulting APA Bank until the date such Series 2000-1 Non-Defaulting APA Bank has been paid such amounts in full, at a rate per annum equal to the sum of the Federal Funds Effective Rate plus 2%.  In addition, without prejudice to any other rights that a Series 2000-1 Conduit Purchaser may have under applicable law, each Series 2000-1 Defaulting APA Bank shall pay to the related Series 2000-1 Conduit Purchaser forthwith upon demand, the difference between the Series 2000-1 Defaulting APA Bank’s Series 2000-1 Commitment Percentage 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 Series 2000-1 Commitment Percentage 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

 

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the related Series 2000-1 Conduit Purchaser, shall, after the applicable APA 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 and/or the Series 2000-1 Euro Invested Amount may be reduced (a “ Series 2000-1 Decrease ”) by the distribution, in accordance with Section 3A.03(b) , by the Trustee for the pro rata benefit of the Series 2000-1 Purchasers (determined in accordance with their Series 2000-1 Purchaser U.S. Dollar Invested Amount and/or Series 2000-1 Purchaser Euro Invested Amount and Section 2.07(e) ) of the aggregate funds on deposit in the Series 2000-1 Principal Concentration Subaccounts on such day (including any funds deposited therein pursuant to Section 3A.02(d) ) in an amount not to exceed the amount of such aggregate funds on deposit on such day (each date on which a Series 2000-1 Decrease in the Series 2000-1 U.S. Dollar Invested Amount or Series 2000-1 Euro Invested Amount occurs hereunder being herein referred to as the “ Series 2000-1 Decrease Date ” applicable to such Series 2000-1 Decrease); provided , that:

 

(i)                                      the Master Servicer shall have made such written request by giving each Funding Agent (with a copy to the Administrative Agent and the Trustee) irrevocable written notice (effective upon receipt), substantially in the form of Exhibit F hereto, stating the amount of such Series 2000-1 Decrease, prior to 7:00 a.m. New York City time,

 

(A)                               on the second Business Day prior to the Series 2000-1 Decrease Date, if all or any portion of the Series 2000-1 Decrease relates to a Series 2000-1 CP Tranche;

 

(B)                                 on the Business Day of the Series 2000-1 Decrease Date, if the Series 2000-1 Decrease relates solely to a Series 2000-1 Floating Tranche; or

 

(C)                                 on the Business Day that is three Business Days prior to the Series 2000-1 Decrease, if all or any portion of the Series 2000-1 Decrease relates to a Series 2000-1 Eurodollar Tranche;

 

(ii)                                   (1) in respect of a Series 2000-1 U.S. Dollar VFC Certificate, such Series 2000-1 Decrease shall be in an amount equal to $1,000,000 and integral multiples of $100,000 in excess thereof or if the Series 2000-1 U.S. Dollar Invested Amount is less than $1,000,000 then such Series 2000-1 Decrease shall equal the Series 2000-1 U.S. Dollar Invested Amount or (2) in respect of a Series 2000-1 Euro VFC Certificate, such Series 2000-1 Decrease shall be in an amount equal to €1,000,000

 

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and in integral multiples of €100,000 in excess thereof or if the Series 2000-1 Euro Invested Amount is less than €1,000,000 then such Series 2000-1 Decrease shall equal the Series 2000-1 Euro Invested Amount; and

 

(iii)                                no Series 2000-1 Decrease with respect to a Series 2000-1 Eurodollar Tranche prior to the termination of a Series 2000-1 Eurodollar Period may occur unless, concurrently with such Series 2000-1 Decrease, the Company shall have paid to the Series 2000-1 Purchasers any amounts due and payable pursuant to Section 7.04 .

 

Each distribution pursuant to this Section 2.07(a)  shall be made by the Trustee distributing to each Funding Agent the amount of such Series 2000-1 Decrease allocable to the Series 2000-1 Purchasers in such Funding Agent’s VFC Purchaser Group.

 

(b)                                  Simultaneously with any such Series 2000-1 Decrease during the Series 2000-1 Revolving Period, the Series 2000-1 Subordinated Interest Amount shall be reduced by an amount (the “ Series 2000-1 Subordinated Interest Reduction Amount ”) such that the Series 2000-1 Subordinated Interest Amount shall equal the Series 2000-1 Required Subordinated Amount after giving effect to such Series 2000-1 Decrease.  During the Series 2000-1 Revolving Period, after the distribution described in Section 2.07(a)  has been made, and the Series 2000-1 Subordinated Interest Amount shall have been reduced by the Series 2000-1 Subordinated Interest Reduction Amount, a distribution shall be made, in accordance with Section 3A.03(b) , by the Trustee to the holder of the Series 2000-1 Subordinated Interest out of remaining aggregate funds on deposit in the Series 2000-1 Principal Concentration Subaccounts in an amount equal to the lesser of (x) the Series 2000-1 Subordinated Interest Reduction Amount and (y) the amount of such remaining aggregate funds on deposit in the Series 2000-1 Principal Concentration Subaccount.

 

(c)                                   Notwithstanding Section 2.07(a) , the Funding Agents may, on or prior to the maturity date of any (i) Series 2000-1 Eurodollar Tranche; (ii) Series 2000-1 Floating Tranche; or (iii) Series 2000-1 CP Tranche, by providing written notice to the Trustee and Master Servicer, elect to decrease, in whole or in part, the Series 2000-1 Invested Amount on the applicable maturity date in the amount specified in such notice.  In accordance with any such notice, on the maturity of the relevant tranches, the Trustee shall distribute, in accordance with Section 3A.03(b) , for the pro rata benefit of the Series 2000-1 Purchasers (determined in accordance with their Series 2000-1 Purchaser U.S. Dollar Invested Amount and/or Series 2000-1 Purchaser Euro Invested Amount and Section 2.07(e) ), of the aggregate funds on deposit in the Series 2000-1 Principal Concentration Subaccounts on such day in an amount not to exceed the lesser of (i) the amount of such aggregate funds on deposit in such subaccounts; and (ii) the decrease in the Series 2000-1 Invested Amount requested by the Funding Agents, plus all interest and fees payable with respect thereto.  Notwithstanding the foregoing, the exercise of such option by the Series 2000-1 Purchasers shall not result in a reduction of the respective commitments of the Series 2000-1 Conduit Purchasers or the commitments of

 

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any of the Series 2000-1 APA Banks pursuant to Section 2.08 .  If the Series 2000-1 Purchasers exercise their rights hereunder, so long as the Series 2000-1 Commitments are outstanding and any amount hereunder remains payable to any Series 2000-1 Purchaser, the Series 2000-1 Purchasers shall continue to have the benefit of the security interests created hereunder.  Each distribution pursuant to this Section 2.07(c)  shall be made by the Trustee distributing to each Funding Agent the amount of such reduction (plus interest and fees payable with respect thereto) allocable to the Series 2000-1 Purchasers in such Funding Agent’s VFC Purchaser Group.

 

(d)                                  Subject to Section 2.07(e) , any reduction in the Series 2000-1 Invested Amount with respect to a VFC Purchaser Group on any Business Day shall be allocated in the following order of priority:

 

(i)                                      first , to reduce pro rata the portion of the Series 2000-1 Invested Amount with respect to such VFC Purchaser Group allocated to Series 2000-1 CP Tranches and the Series 2000-1 Unallocated Balance, as appropriate; and

 

(ii)                                   second , to reduce the portion of the Series 2000-1 Invested Amount with respect to such VFC Purchaser Group allocated to Series 2000-1 Eurodollar Tranches in such order as the Master Servicer may select in order to minimize interest expenses and costs payable pursuant to Section 7.04 .

 

Each distribution pursuant to this Section 2.07(d)  shall be made by the Trustee distributing to each Funding Agent the amount of such reduction (plus interest and fees payable with respect thereto) allocable to the Series 2000-1 Purchasers in such Funding Agent’s VFC Purchaser Group.

 

(e)                                   Any decrease in the Series 2000-1 Purchaser Invested Amount pursuant to Section 2.07(a)  or (c)  shall be allocated between the Series 2000-1 U.S. Dollar Invested Amount and the Series 2000-1 Euro Invested Amount as provided in the notice given by the Master Servicer under Section 2.07(a)  or by the Funding Agents under Section 2.07(c) .

 

SECTION 2.08                                                               Reductions of the Series 2000-1 Commitments.

 

(a)                                   On any Distribution Date during the Series 2000-1 Revolving Period, the Master Servicer, on behalf of the Company and the Trust may, upon three Business Days prior written notice to the Funding Agents (with a copy to the Trustee), reduce or terminate the Series 2000-1 Commitments (a “ Series 2000-1 Commitment Reduction ”); provided that:

 

(i)                                      in the case of a reduction, the Series 2000-1 Aggregate Commitment Amount may only be reduced in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and in the case of a termination, the Series 2000-1 Aggregate Commitment Amount and the Series 2000-1 Commitments shall each be terminated in their entirety; and

 

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(ii)                                   no such reduction or termination, as the case may be, shall be permitted if, after giving effect thereto and to any reduction in the Series 2000-1 Invested Amount (calculated without regard to clauses (c)(iv)  and (v)  of the definitions of Series 2000-1 Purchaser U.S. Dollar Invested Amount and Series 2000-1 Purchaser Euro Invested Amount (as applicable but with regard to clause (d)  of the definition of Series 2000-1 Purchaser Euro Invested Amount)) on such date, the Series 2000-1 Invested Amount would exceed the Series 2000-1 Aggregate Commitment Amount then in effect.

 

Each Series 2000-1 APA Bank’s Series 2000-1 Commitment shall be reduced pro rata by such Series 2000-1 APA Bank’s Series 2000-1 Commitment Percentage of the amount of such Series 2000-1 Commitment Reduction.

 

(b)                                  If the Series 2000-1 Amortization Period has commenced, the Series 2000-1 Aggregate Commitment Amount shall be reduced to 102% of the Series 2000-1 Maximum Invested Amount, from time to time, and the Series 2000-1 Maximum Invested Amount shall be reduced to the Series 2000-1 Invested Amount outstanding from time to time.  Each Series 2000-1 APA Bank’s Series 2000-1 Commitment shall be reduced by such Series 2000-1 APA Bank’s Series 2000-1 Commitment Percentage of the amount of such reduction.

 

(c)                                   The Series 2000-1 Aggregate Commitment Amount shall be reduced by 102% of the amount of any relevant principal reduction amount applied to the reduction of the Series 2000-1 Invested Amounts pursuant to Section 2.07(d)  or 2.07(e) .

 

(d)                                  Once reduced or terminated as provided in this Section 2.08 , the portion of the Series 2000-1 Aggregate Commitment Amount so reduced or terminated may not be subsequently reinstated.  Upon effectiveness of any such reduction or termination, the Administrative Agent shall prepare a revised Schedule I of this Supplement to reflect the reduced or terminated Series 2000-1 Commitment of each Series 2000-1 APA Bank and Schedule I of this Supplement shall be deemed to be automatically superseded by such revised Schedule I .  The Administrative Agent shall distribute such revised Schedule I to the Company, the Master Servicer, the Trustee and each Funding Agent.  Concurrently therewith, each Funding Agent shall distribute a revised Annex I to the Series 2000-1 Asset Purchase Agreement with respect to its VFC Purchaser Group to the Company, the Master Servicer, the Administrative Agent, the Trustee and each related Series 2000-1 APA Bank.

 

SECTION 2.09                                                               Interest; Fees.

 

(a)                                   Amounts in respect of interest on the Series 2000-1 VFC Certificates shall be determined in accordance with Section 3A.04 and shall be payable on each Distribution Date or other applicable day pursuant to Section 3A.06(a) .

 

(b)                                  Prior to the Series 2000-1 Amortization Period, the Series 2000-1 Purchasers shall be entitled to receive a fee with respect to each Accrual Period (or portion thereof) during the Series 2000-1 Revolving Period (the “ Series 2000-1

 

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Unused Fee ”) which shall accrue on each day during such Accrual Period in an amount equal to the product of (i) the Series 2000-1 Unused Fee Rate, times (ii) the excess of the Series 2000-1 Aggregate Commitment Amount on such day over the Series 2000-1 Purchaser Invested Amount on such day.  The Series 2000-1 Unused Fee shall be determined in accordance with Section 3A.04 and be payable on a pro rata basis to the Series 2000-1 Purchasers as part of the Series 2000-1 Monthly Interest on each Distribution Date during the Series 2000-1 Revolving Period.  The Trustee shall not be liable for the payment of the Series 2000-1 Unused Fee from its own funds.

 

(c)                                   Each Series 2000-1 Conduit Purchaser shall be entitled to receive a fee with respect to each Accrual Period (or portion thereof) during the period prior to the occurrence of a Conduit Purchaser Termination Event with respect to such Series 2000-1 Conduit Purchaser (the “ Series 2000-1 Utilization Fee ”).  The Series 2000-1 Utilization Fee shall accrue on each day during such Accrual Period in an amount equal to the product of (i) the Series 2000-1 Utilization Fee Rate, times (ii) the Series 2000-1 Conduit Purchaser Invested Amount on such day.  The Series 2000-1 Utilization Fee shall be determined in accordance with Section 3A.04 and be payable on a pro rata basis to each Series 2000-1 Conduit Purchaser as part of the Series 2000-1 Monthly Interest on each Distribution Date prior to the occurrence of a Conduit Purchaser Termination Event with respect to such Series 2000-1 Conduit Purchaser.  The Trustee shall not be liable for the payment of the Series 2000-1 Utilization Fee from its own funds.

 

(d)                                  Calculations of per annum rates under this Supplement shall be made on the basis of the actual number of days elapsed and a 360 day year with respect to interest rates except with respect to interest rates based on ABR, which shall be calculated on the basis of the actual number of days elapsed and a 365 (or 366, as the case may be) day year.  Each determination of Eurodollar Rate by each Funding Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.

 

SECTION 2.10                                                               Indemnification by Huntsman International and the Company.

 

(a)                                   Without limiting any other rights that the Funding Agents, the Administrative Agent, the Series 2000-1 Conduit Purchasers or the Series 2000-1 APA Banks may have under this Supplement, the Agreement, the other Transaction Documents or under applicable law, each of Huntsman International and the Company hereby agrees to indemnify the Funding Agents, the Administrative Agent, the Series 2000-1 Conduit Purchasers and the Series 2000-1 APA Banks and any of their respective agents, officers, directors, employees, and agents (each a “ Series 2000-1 Indemnified Party ” and collectively, the “ Series 2000-1 Indemnified Parties ”) from and against any and all damages, losses, claims, liabilities, costs, penalties, judgments and expenses, including reasonable attorneys’ fees and reasonable disbursements (all of the foregoing being collectively referred to as “ Series 2000-1 Indemnified Amounts ”) awarded against or incurred by any of them in connection with the entering into and performance of this Supplement or any of the Transaction Documents by any of the Series 2000-1 Indemnified Parties, excluding, however, any amounts that are finally judicially determined to have resulted from the gross

 

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negligence or wilful misconduct on the part of any Series 2000-1 Indemnified Party; provided that in no event shall Huntsman International be required to make any indemnity payments resulting from the lack of performance or collectibility of the Receivables owned by the Company (unless such loss results from a breach of representation or undertaking by Huntsman International or one of its Affiliates with respect to any such Receivable).

 

(b)                                  In case any proceeding by any Person shall be instituted involving any Series 2000-1 Indemnified Party in respect of which indemnity may be sought pursuant to Section 2.10(a) , such Series 2000-1 Indemnified Party shall promptly notify Huntsman International and the Company and the Company and Huntsman International, upon request of such Series 2000-1 Indemnified Party, shall retain counsel satisfactory to such Series 2000-1 Indemnified Party to represent such Series 2000-1 Indemnified Party and shall pay the reasonable fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any Series 2000-1 Indemnified Party shall have the right to retain its own counsel, at the expense of Huntsman International and the Company.  Except as set forth herein, it is understood that neither the Company nor the Master Servicer shall, in respect of the legal expenses of any Series 2000-1 Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Series 2000-1 Indemnified Parties and all other parties indemnified by the Company under this Supplement, the Series 2000-1 Asset Purchase Agreements or any other Transaction Document.

 

(c)                                   Any payments to be made by Huntsman International and the Company pursuant to this Section shall be, without restriction, due and payable from Huntsman International and the Company, jointly and severally, and shall with respect to amounts owing from the Company be (i) Company Subordinated Obligations, (ii) be made solely from funds available to the Company that are not required to be applied to Company Unsubordinated Obligations then due and (iii) not constitute a general recourse claim against the Company, but only a claim payable after the satisfaction of all Company Unsubordinated Obligations then due, except to the extent that funds are available (including funds available to the Company pursuant to the exercise of its right to indemnity and other payments pursuant to Sections 2.06 and 8.02 (or equivalent sections) of the Origination Agreements) to the Company to make such payments.

 

SECTION 2.11                                                               Inability to Determine Eurodollar Rate.

 

If, prior to the first day on which any Series 2000-1 Eurodollar Tranche commences:

 

(a)                                   any Funding Agent shall have determined or shall have been notified (which determination or notification, in the absence of manifest error, shall be conclusive and binding upon the Company) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining a Eurodollar Rate for such Series 2000-1 Eurodollar Tranche; or

 

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(b)                                  any Funding Agent shall have received notice from one or more related Series 2000-1 APA Banks that a Eurodollar Rate determined or to be determined for such Series 2000-1 Eurodollar Tranche will not adequately and fairly reflect the cost to such Series 2000-1 APA Bank (as conclusively certified by such Series 2000-1 APA Bank(s)) of purchasing or maintaining its/their affected portions of Series 2000-1 Eurodollar Tranches during the related Settlement Period;

 

then, in either such event, such Funding Agent shall give telecopy or telephonic notice thereof (confirmed in writing) to the Company, the Master Servicer, the Administrative Agent, the Trustee and the Series 2000-1 APA Banks as soon as practicable (but, in any event, within forty five (45) days after such determination or notice, as applicable) thereafter.  Upon delivery of such notice and until such notice has been withdrawn by such Funding Agent, no further Series 2000-1 Eurodollar Tranches shall be made.  Each Funding Agent agrees to withdraw any such notice as soon as reasonably practicable after such Funding Agent is notified of a change in circumstances which makes such notice inapplicable.

 

SECTION 2.12                                                               Series 2000-1 FX Hedging Agreements.

 

The Trustee shall at all times comply with the FX Hedging Policy set forth in Schedule 6 of the Pooling Agreement.

 

SECTION 2.13                                                               Notices, Reports, Directions by Master Servicer.

 

Any information, notice or report to be delivered by, or any instructions, requests, demands, elections or directions to be given by, the Master Servicer under this Supplement is, unless otherwise indicated, being delivered or given by the Master Servicer on behalf of the Company in accordance with the provisions of the Agreement, this Supplement and the Servicing Agreement.

 

SECTION 2.14                                                               Optional Termination by the Company.

 

On any Business Day following October 17, 2006, but at no time prior to such date, the Master Servicer may require the Trustee to cause the Series 2000-1 Revolving Period to terminate on the date (the “ Series 2000-1 Optional Termination Date ”) set forth in an irrevocable written notice (the “ Series 2000-1 Optional Termination Notice ”) delivered by the Master Servicer to the Trustee (which date, in any event, shall not be less than thirty (30) days from the date on which such notice is delivered).  Following the occurrence of the Series 2000-1 Optional Termination Date, no amounts deposited in the Series 2000-1 Principal Collection Subaccount will be distributed to the Company until the Series 2000-1 Invested Amount is paid in full.  To the extent allocated funds are available therefore, payments of principal on the Series 2000-1 VFC Certificates will commence on the Distribution Date next succeeding the Series 2000-1 Optional Termination Date and will be made on each Distribution Date thereafter until the Series 2000-1 Invested Amount is paid in full or the Participation Assets allocated to the Series 2000-1 Interests have been depleted.  Notwithstanding the foregoing, the Series 2000-1 Invested Amount may, on any Distribution Date on or after the Series 2000-1 Optional Termination Date, be paid in full out of the proceeds of the issuance of a new Series of Investor Certificates issued in accordance with Section 5.11 of the Pooling Agreement, together with (if applicable) funds available in the Series 2000-1 Principal Collection Subaccount.  The Trustee shall give prompt notice of its receipt of a Series 2000-1 Optional Termination Notice to the Series 2000-1 VFC

 

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Certificateholders (in the form and at the location specified by such VFC Certificateholder or the Trustee).

 

ARTICLE III

 

ARTICLE III OF THE AGREEMENT

 

SECTION 3.01

 

Section 3.01 of the Agreement and each other section of Article III of the Agreement relating to another Series shall be read in its entirety as provided in the Agreement.  Article III of the Agreement (except for Section 3.01 thereof and any portion thereof relating to another Series) shall read in its entirety as follows and shall be exclusively applicable to the Series 2000-1 VFC Certificates and the Series 2000-1 Subordinated Interests.

 

SECTION 3A.02                                                       Establishment of Series 2000-1 Accounts.

 

(a)                                   The Trustee has caused to be established and shall cause to be maintained in the name of the Trustee, on behalf of the Trust, with respect to the Series 2000-1 VFC Certificates and for the benefit of the Series 2000-1 Purchasers,

 

(i)                                      (A) a Concentration Account for Pound Sterling (the “ Series 2000-1 Pound Sterling Concentration Account ”), (B) a Concentration Account for Euro (the “ Series 2000-1 Euro Concentration Account ”), and (C) a Concentration Account for U.S. Dollar (the “ Series 2000-1 U.S. Dollar Concentration Account ” and, together with the Series 2000-1 Pound Sterling Concentration Account and the Series 2000-1 Euro Concentration Account, the “ Series 2000-1 Concentration Accounts ”);

 

(ii)                                   a series of subaccounts of each Series 2000-1 Concentration Account consisting of (A) a Principal Concentration Subaccount for Pound Sterling (the “ Series 2000-1 Pound Sterling Principal Concentration Subaccount ”), (B) a Principal Concentration Subaccount for Euro (the “ Series 2000-1 Euro Principal Concentration Subaccount ”), and (C) a Principal Concentration Subaccount for U.S. Dollar (the “ Series 2000-1 U.S. Dollar Principal Concentration Subaccount ” and, together with the Series 2000-1 Pound Sterling Principal Concentration Subaccount and the Series 2000-1 Euro Principal Concentration Subaccount, the “ Series 2000-1 Principal Concentration Subaccounts ”);

 

(iii)                                a series of subaccounts of each Series 2000-1 Concentration Account consisting of (A) a Non-Principal Concentration Subaccount for Pound Sterling (the “ Series 2000-1 Pound Sterling Non-Principal Concentration Subaccount ”), (B) a Non-Principal Concentration Subaccount for Euro (the “ Series 2000-1 Euro Non-Principal Concentration Subaccount ”), and (C) a Non-Principal Concentration Subaccount for U.S. Dollar (the “ Series 2000-1 U.S. Dollar Non-Principal Concentration Subaccount ” and, together with the Series 2000-1 Pound Sterling Non-Principal Concentration Subaccount and

 

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the Series 2000-1 Euro Non-Principal Concentration Subaccount, the “ Series 2000-1 Non-Principal Concentration Subaccounts ”); and

 

(iv)                               a further series of subaccounts of each of the Series 2000-1 Non-Principal Concentration Subaccounts consisting of (A) an Accrued Interest Subaccount for Pound Sterling (the “ Series 2000-1 Pound Sterling Accrued Interest Subaccount ”), (B) an Accrued Interest Subaccount for Euro (the “ Series 2000-1 Euro Accrued Interest Subaccount ”), and (C) an Accrued Interest Subaccount for U.S. Dollar (the “ Series 2000-1 U.S. Dollar Accrued Interest Subaccount ” and, together with the Series 2000-1 Pound Sterling Accrued Interest Subaccount and the Series 2000-1 Euro Accrued Interest Subaccount, the “ Series 2000-1 Accrued Interest Subaccounts ”).

 

All accounts established pursuant to this Section 3A.02(a)  and listed on Schedule II , are collectively referred to as the “ Series 2000-1 Accounts ”.  Each Series 2000-1 Account shall bear a designation indicating that the funds deposited therein are held for the benefit of the Series 2000-1 Purchasers.  The Trustee, on behalf of the Trust for the benefit of the Series 2000-1 Purchasers, shall possess all right, title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Series 2000-1 Accounts and in all proceeds thereof. The Series 2000-1 Accounts shall be under the sole dominion and control of the Trustee for the exclusive benefit of the Series 2000-1 Purchasers.

 

(b)                                  All Eligible Investments in the Series 2000-1 Accounts shall be held by the Trustee, on behalf of the Trust, for the benefit of the Series 2000-1 Purchasers.  Funds on deposit in a Series 2000-1 Account shall, at the written direction of the Master Servicer, be invested by the Trustee in Eligible Investments which shall mature on the Business Day prior to the date of the scheduled application of such funds.

 

(c)                                   On any Business Day, the Company may deposit funds from Collections only to the subaccount of the General Reserve Account relating to Series 2000-1.  At the request of the Master Servicer, on any Business Day the Trustee shall release to the Company any funds on deposit in such subaccount so long and to the extent that (i) the Series 2000-1 Allocated Receivables Amount is at least equal to the sum of the Series 2000-1 Target Receivables Amount for such day and (ii) the Company is not liable at such time to make any other payment under the Agreement or this Supplement (whether due at such time or on the next Distribution Date).

 

(d)                                  On any Business Day, the Master Servicer may, in accordance with Section 2.06 of the Servicing Agreement, deposit Servicer Advances into the appropriate currency Series 2000-1 Principal Concentration Subaccount or Series 2000-1 Non-Principal Concentration Subaccount.

 

(e)                                   On each date on which a FX Counterparty makes a payment to the Trustee pursuant to a Series 2000-1 FX Hedging Agreement with respect to the Series 2000-1 VFC Certificates, the Trustee shall deposit such payment into the relevant Series 2000-1 Principal Concentration Subaccount.  On any Business

 

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Day on which the Trustee is required to make a payment to such FX Counterparty pursuant to a Series 2000-1 FX Hedging Agreement, the Trustee may make such payment from funds available in the relevant Series 2000-1 Principal Concentration Subaccount.

 

SECTION 3A.03                                                       Daily Allocations.

 

(a)                                   The portion of the Aggregate Daily Collections allocated to Series 2000-1 pursuant to Article III of the Agreement shall be allocated as set forth in this Article III .  The Master Servicer shall determine such allocations in accordance with this Article III and direct the Trustee to make such allocations by delivering the Daily Report and the Trustee shall allocate such amounts in accordance with the instructions of the Master Servicer in the Daily Report (upon which the Trustee may conclusively rely, subject to its obligation to perform the procedures set forth in the Internal Operating Procedures Memorandum) as follows:

 

(i)                                      first , during the Series 2000-1 Amortization Period, if any amounts are owed to any Person on account of Servicing Fees incurred in respect of the performance of its responsibilities as Successor Master Servicer, an amount equal to the product of (a) the amount so owed to such Successor Master Servicer and (b) a fraction, the numerator of which shall be equal to the Series 2000-1 Invested Amount as of the end of the immediately preceding Accrual Period and the denominator of which shall be equal to the Aggregate Invested Amount as of the end of the immediately preceding Accrual Period shall be transferred from the relevant Series 2000-1 Concentration Account to the relevant Series 2000-1 Non-Principal Concentration Subaccount in accordance with the Account Currency Priority;

 

(ii)                                   second , on each Business Day, following the transfers (if any) pursuant to clause (i)  above, an amount equal to the Series 2000-1 Accrued Expense Amount for such day (or, during the Series 2000-1 Revolving Period, such greater amount as the Master Servicer may request in writing) shall be transferred from the relevant Series 2000-1 Concentration Account to the relevant Series 2000-1 Non-Principal Concentration Subaccount in accordance with the Account Currency Priority; provided that:

 

(A)                               on the tenth Business Day of each Accrual Period (and each Business Day thereafter, if necessary, until the full amount of any positive Series 2000-1 Accrued Expense Adjustment is transferred),

 

(B)                                 on the day of any Series 2000-1 Increase (and each Business Day thereafter, if necessary, until the full amount of any positive Series 2000-1 Accrued Expense Adjustment is transferred),

 

(C)                                 on the day of any distribution pursuant to Section 2.07 and

 

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(D)                                on the last Business Day of each Accrual Period,

 

an amount equal to the Series 2000-1 Accrued Expense Adjustment shall, if such adjustment is a positive amount, be transferred from the relevant Series 2000-1 Concentration Account to the relevant Series 2000-1 Non-Principal Concentration Subaccount in the order provided in the Account Currency Priority, or if such adjustment is a negative amount, be transferred from the relevant Series 2000-1 Non-Principal Concentration Subaccount to the relevant Series 2000-1 Concentration Account with respect to the same currency (or deducted from the transfer in respect of the Series 2000-1 Accrued Expense Amount for such Business Day);

 

(iii)                                third , on each Business Day (including Distribution Dates), following the transfers pursuant to sub-clauses (i)  and (ii)  above, any remaining funds on deposit in the Series 2000-1 Concentration Accounts shall be transferred by the Trustee to the relevant Series 2000-1 Principal Concentration Subaccounts with respect to the same currency.

 

(b)                                  (i)                                      On each Business Day during the Series 2000-1 Revolving Period (including Distribution Dates), after giving effect to (x) all allocations of Aggregate Daily Collections referred to in subparagraphs (a)(i) , (a)(ii)  and (a)(iii)  on such Business Day and (y) any deposit resulting from a Series 2000-1 Increase, if any, pursuant to Section 2.05(d)  on such Business Day, amounts on deposit in the Series 2000-1 Principal Concentration Subaccounts shall be distributed by the Trustee not later than 2:30 p.m. London time (but only to the extent that the Trustee has received a Daily Report which reflects the receipt of the Aggregate Daily Collections on deposit therein not later than 12:30 p.m. London time, upon which Daily Report the Trustee may conclusively rely, subject to its obligation to perform the procedures set forth in the Internal Operating Procedures Memorandum),

 

(A)                               first , to distribute to the account designated by the Master Servicer an amount equal to the Outstanding Amount Advanced, if any, from the applicable Series 2000-1 Principal Concentration Subaccount corresponding to the Approved Currency in which the Master Servicer has made the Servicer Advance;

 

(B)                                 second , to distribute amounts payable with respect to reductions in the Series 2000-1 Invested Amount and Series 2000-1 Subordinated Interest Amount in accordance with Section 2.07 ;

 

(C)                                 third , any remaining balances in the Series 2000-1 Principal Concentration Subaccounts shall be transferred to the relevant Company Receipts Accounts in accordance with directions contained in the Daily Report or to such accounts or such Persons as the Master Servicer may direct in writing (which directions may consist of standing instructions provided by the

 

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Company that shall remain in effect until changed by the Company in writing); provided that the distributions under sub-clauses (A)  and (C)  shall be made only if no Series 2000-1 Early Amortization Event, or Potential Series 2000-1 Early Amortization Event or has occurred and is continuing; and

 

(D)                                fourth , distributions from the Series 2000-1 Principal Concentration Subaccount for purposes of sub-clause (C)  above and Section 2.07 shall be made in accordance with the Account Currency Priority.

 

(ii)                                   On each Business Day during the Series 2000-1 Amortization Period (including Distribution Dates), funds deposited in the Series 2000-1 Principal Concentration Subaccounts shall be invested in Eligible Investments that mature on or prior to the Business Day immediately preceding the next Distribution Date and shall be distributed on such Distribution Date in accordance with Section 3A.06(c) .  Except as set forth in Section 3A.06(c) , no amounts on deposit in any Series 2000-1 Principal Concentration Subaccount shall be distributed by the Trustee to the Company or the owner of the Series 2000-1 Subordinated Interests during the Series 2000-1 Amortization Period; provided that amounts on deposit which represent Collections received on Ineligible Receivables, may be released to the Company; provided , further , that in the case of Collections received with respect to Ineligible Receivables payment has been made by the Company in respect of such Ineligible Receivables in accordance with Section 2.05 of the Pooling Agreement and/or (as the case may be) the Exchangeable Company Interests have been reduced in accordance therewith and the Trustee has received all relevant payments from the Company in connection with the foregoing.

 

(c)                                   (i)                                      On each Business Day, an amount equal to the Series 2000-1 Daily U.S. Dollar Interest Deposit for such day shall be transferred by the Trustee, based solely on the information provided to the Trustee by the Master Servicer in the Daily Report (upon which the Trustee may conclusively rely, subject to its obligation to perform the procedures set forth in the Internal Operating Procedures Memorandum), from the relevant Series 2000-1 Non-Principal Concentration Subaccount to the relevant Series 2000-1 Accrued Interest Subaccount in accordance with the Account Currency Priority. Amounts transferred pursuant to sub-clauses (b) and (c) of the Account Currency Priority shall be converted into U.S. Dollars at the applicable currency Spot Rate provided by the Paying Agent prior to any such transfer.

 

(ii)                                           On each Business Day, an amount equal to the Series 2000-1 Daily Euro Interest Deposit for such day shall be transferred by the Trustee, based solely on the information provided to the Trustee by the Master Servicer in the Daily Report (upon which the Trustee may conclusively rely, subject to its obligation to perform the procedures set forth in the Internal Operating Procedures Memorandum), from the relevant Series 2000-1 Non-Principal Concentration Subaccount

 

24

 

to the relevant Series 2000-1 Accrued Interest Subaccount in accordance with the Account Currency Priority.  Amounts transferred pursuant to sub-clause (b) of the Account Currency Priority and then, to the extent funds on deposit in the Series 2000-1 U.S. Dollar Non-Principal Subaccount are not sufficient sub-clause (c) of the Account Currency Priority, shall be converted into Euro at the applicable currency Spot Rate provided by the Paying Agent prior to any such transfer.

 

(d)                                  The allocations to be made pursuant to this Section 3A.03 are subject to the provisions of Sections 2.05 , 2.06 , 7.02 and 9.01 of the Agreement.

 

SECTION 3A.04                                                       Determination of Interest.

 

The amount in respect of interest distributable with respect to the Series 2000-1 VFC Certificates on each Distribution Date for the Accrual Period then ending shall be determined by the Master Servicer as follows:

 

(a)                                   (i)                                      (1) For the Series 2000-1 U.S. Dollar VFC Certificates, the amount of interest distributable (“ Series 2000-1 U.S. Dollar Monthly Interest Distribution ”) on each Distribution Date shall be the aggregate amount of Series 2000-1 Daily U.S. Dollar Interest Expense accrued during the Accrual Period ending on such Distribution Date and (2) for the Series 2000-1 Euro VFC Certificates, the amount of interest distributable (“ Series 2000-1 Euro Monthly Interest Distribution ”) on each Distribution Date shall be the aggregate amount of Series 2000-1 Daily Euro Interest Expense accrued during the Accrual Period ending on such Distribution Date.

 

(ii)                                   On or before the first day of each Accrual Period or any other day (other than a Distribution Date) upon which (x) a Series 2000-1 Increase is to occur in accordance with Section 2.05 or (y) the Series 2000-1 Invested Amounts are to be reduced in accordance with Section 2.07 , each Funding Agent shall notify the Trustee and the Master Servicer of the Series 2000-1 U.S. Dollar Certificate Rate applicable with respect to the Series 2000-1 U.S. Dollar VFC Certificates and the Series 2000-1 Euro Certificate Rate applicable with respect to the Series 2000-1 Euro VFC Certificates for its VFC Purchaser Group (and, if applicable, the CP Rate, Eurodollar Rate or ABR which applies and the Series 2000-1 U.S. Dollar Invested Amount and the Series 2000-1 Euro Invested Amount as to which such rates apply).

 

(iii)                                If the Series 2000-1 U.S. Dollar Certificate Rate applicable to any Series 2000-1 U.S. Dollar VFC Certificate or the Series 2000-1 Euro Certificate Rate applicable to any Series 2000-1 Euro VFC Certificate changes during any Accrual Period, the Funding Agent with respect to the VFC Purchaser Group to which such change applies shall notify the Trustee and the Master Servicer of such changes.  The parties to this Supplement hereby acknowledge and agree that the Series 2000-1 CP Rate determined with respect to any Series 2000-1 CP Tranche

 

25

 

represents an estimate of the expected CP Rate that would apply to the funding of such Series 2000-1 CP Tranche for the relevant Series 2000-1 CP Rate Period.  At least two (2) Business Days prior to the last day of the Accrual Period, the related Funding Agent shall notify the Trustee and the Master Servicer of the actual CP Rate and corresponding CP Costs for the Accrual Period then ending.

 

(iv)                               Following any change in the amount of any Series 2000-1 Eurodollar Tranche, Series 2000-1 CP Tranche or Series 2000-1 Floating Tranche or the Series 2001-1 U.S. Dollar Certificate Rate or Series 2000-1 Euro Certificate Rate which applies to all or any portion thereof during an Accrual Period:

 

(A)                               the Series 2000-1 U.S. Dollar Monthly Interest or Series 2000-1 Euro Monthly Interest (as applicable) shall be calculated with respect to such changed amount and/or changed rate for the number of days in the Accrual Period during which such changed amount is outstanding and/or changed rate is applicable; and

 

(B)                                 the Master Servicer shall amend the Monthly Settlement Report to reflect the adjustment in the Series 2000-1 U.S. Dollar Monthly Interest or Series 2000-1 Euro Monthly Interest for such Accrual Period caused by such change and any consequent adjustments and the Master Servicer shall also provide written notification to the Trustee of any such change in the Series 2000-1 U.S. Dollar Certificate Rate or the Series 2000-1 Euro Certificate Rate.

 

(C)                                 Any amendment to the Monthly Settlement Report pursuant to this Section 3A.04(a)(iv)  shall be completed by 1:00 p.m. London time, on the next Settlement Report Date.

 

(b)                                  (i)                                      On each Distribution Date, the Master Servicer shall determine the excess, if any (the “ Series 2000-1 U.S. Dollar Interest Shortfall ”), of (i) the aggregate Series 2000-1 U.S. Dollar Monthly Interest Distribution for the Accrual Period ending on such Distribution Date over (ii) the sum of (A) the amount that will be available to be distributed to the Series 2000-1 Purchasers on such Distribution Date in respect thereof pursuant to Sections 3A.03 and 3A.06(a)  and (B) the amount of any Servicer Advances made by the Master Servicer pursuant to Section 2.06 of the Servicing Agreement and Section 3A.02(d) .  If the Series 2000-1 U.S. Dollar Interest Shortfall with respect to any Distribution Date is greater than zero, an additional amount (“ Series 2000-1 U.S. Dollar Additional Interest ”) equal to the product of (A) the number of days until such Series 2000-1 U.S. Dollar Interest Shortfall shall be repaid divided by 365 (or 366, as the case may be), (B) the ABR plus 2.0% and (C) such Series 2000-1 U.S. Dollar Interest Shortfall that has not been paid to the Series 2000-1 Purchasers shall be payable as provided herein with respect to the Series 2000-1 U.S. Dollar VFC Certificates on each Distribution Date

 

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following such Distribution Date to but excluding the Distribution Date on which such Series 2000-1 U.S. Dollar Interest Shortfall is paid to the Series 2000-1 U.S. Dollar VFC Certificateholders.

 

(ii)                                   On each Distribution Date, the Master Servicer shall determine the excess, if any (the “ Series 2000-1 Euro Interest Shortfall ”), of (i) the aggregate Series 2000-1 Euro Monthly Interest Distribution for the Accrual Period ending on such Distribution Date over (ii) the sum of (A) the amount that will be available to be distributed to the Series 2000-1 Purchasers on such Distribution Date in respect thereof pursuant to Sections 3A.03 and 3A.06(a)  and (B) the amount of any Servicer Advances made by the Master Servicer pursuant to Section 2.06 of the Servicing Agreement and Section 3A.02(d) .  If the Series 2000-1 Euro Interest Shortfall with respect to any Distribution Date is greater than zero, an additional amount (“ Series 2000-1 Euro Additional Interest ”) equal to the product of (A) the number of days until such Series 2000-1 Euro Interest Shortfall shall be repaid divided by 365 (or 366, as the case may be), (B) the ABR plus 2.0% and (C) such Series 2000-1 Euro Interest Shortfall that has not been paid to the Series 2000-1 Purchasers shall be payable as provided herein with respect to the Series 2000-1 Euro VFC Certificates on each Distribution Date following such Distribution Date to but excluding the Distribution Date on which such Series 2000-1 Euro Interest Shortfall is paid to the Series 2000-1 Euro VFC Certificateholders.

 

(c)                                   On any Business Day, the Master Servicer may, with respect to any VFC Purchaser Group and subject to Section 3A.04(d) , elect to allocate all or any portion of the Series 2000-1 Available Pricing Amount:

 

(i)                                      prior to a Conduit Purchaser Termination Event with respect to the related Series 2000-1 Conduit Purchaser, to a Series 2000-1 CP Tranche commencing on such Business Day by giving the Administrative Agent and each Funding Agent irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by the Funding Agents prior to 7:00 a.m. New York City time, two Business Days prior to such Business Day ( provided that the selection of Series 2000-1 CP Tranches shall be at the sole discretion of the related Funding Agents); or

 

(ii)                                   (x) on or after the occurrence of a Conduit Purchaser Termination Event or Series 2000-1 Purchase Date with respect to the related Conduit Purchaser, to one or more Series 2000-1 Eurodollar Tranches by reference to the ABR by giving the Administrative Agent and the Funding Agents irrevocable written or telephonic (confirmed in writing) notice, thereof, which notice must be received prior to 7:00 a.m. New York City time on such Business Day, or (y) on or after the occurrence of a Conduit Purchaser Termination Event with respect to the related Conduit Purchaser or Series 2000-1 Purchase Date with respect to the related Conduit Purchaser, to one or more Series 2000-1 Eurodollar Tranches with Series 2000-1 Eurodollar Periods commencing on such Business Day by giving the Administrative

 

27

 

Agent and the Funding Agents irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by the Funding Agents prior to 7:00 a.m. New York City time, three Business Days prior to such Business Day.

 

Each such notice shall specify (A) the applicable Business Day, (B) the Series 2000-1 Available Pricing Amount that shall be allocable to any Series 2000-1 CP Tranche and (C) the Series 2000-1 Eurodollar Period and the portion of the Series 2000-1 Available Pricing Amount being allocated to each Series 2000-1 Eurodollar Tranche, if any.  On or after any Series 2000-1 Purchase Date with respect to a VFC Purchaser Group, each Funding Agent shall notify the related Series 2000-1 APA Banks of the contents of each such notice promptly upon receipt thereof.  So long as no Conduit Purchaser Termination Event has occurred with respect to any of the Series 2000-1 Conduit Purchasers, the allocation of Series 2000-1 Available Pricing Amount to Series 2000-1 CP Tranches shall be allocated as among the Series 2000-1 Conduit Purchasers pro rata based on their VFC Pro Rata Share.

 

(d)                                  Notwithstanding anything to the contrary contained in this Section 3A.04 :

 

(i)                                      if a Series 2000-1 Conduit Purchaser holds a Series 2000-1 Purchaser Invested Amount, such Series 2000-1 Conduit Purchaser shall approve the portion of the Series 2000-1 Invested Amount funded by it which is to be allocated to Series 2000-1 CP Tranches; and

 

(ii)                                   if a Series 2000-1 APA Bank holds a Series 2000-1 Purchaser Invested Amount:

 

(A)                               the portion of the Series 2000-1 Purchaser Invested Amount with respect to such Series 2000-1 APA Bank allocable to each Series 2000-1 Eurodollar Tranche must be in an amount equal to $500,000 or an integral multiple of $500,000 in excess thereof;

 

(B)                                 no more than five Series 2000-1 Eurodollar Tranches shall be outstanding at any one time with respect to any VFC Purchaser Group;

 

(C)                                 after the occurrence and during the continuance of any Series 2000-1 Early Amortization Event or Potential Series 2000-1 Early Amortization Event, each Funding Agent may choose to allocate any portion of the Series 2000-1 Available Pricing Amount with respect to its VFC Purchaser Group to a Series 2000-1 Eurodollar Tranche or Series 2000-1 Floating Rate Tranche; and

 

(D)                                after the end of the Series 2000-1 Revolving Period, the Company (or the Master Servicer on behalf of the Company) may not select any Series 2000-1 Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.

 

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SECTION 3A.05                                                       Determination of Series 2000-1 Monthly Principal.

 

(a)                                   Payments of Series 2000-1 Principal .  The amount of principal in respect of the Series 2000-1 U.S. Dollar VFC Certificates (the “ Series 2000-1 U.S. Dollar Monthly Principal Payment ”) and the amount of principal in respect of the Series 2000-1 Euro VFC Certificates (the “ Series 2000-1 Euro Monthly Principal Payment ”) distributable from the Series 2000-1 Principal Concentration Subaccounts on each Distribution Date during the Series 2000-1 Amortization Period shall be equal to the amount on deposit in such subaccounts on the immediately preceding Settlement Report Date after giving effect to any payments required to be made to the FX Counterparty pursuant to any Series 2000-1 FX Hedging Agreements with respect to the Series 2000-1 VFC Certificates; provided , however , that the Series 2000-1 U.S. Dollar Monthly Principal Payment and the Series 2000-1 Euro Monthly Principal Payment on any Distribution Date shall not exceed the Series 2000-1 U.S. Dollar Invested Amount and the Series 2001 Euro Invested Amount, respectively, on such Distribution Date after giving effect to the reductions and increases pursuant to paragraphs (b)  and (c)  below.  Further, on any other Business Day during the Series 2000-1 Amortization Period, funds shall be distributed from the Series 2000-1 Principal Concentration Subaccounts to the Series 2000-1 VFC Certificateholders in accordance with Section 2.07 of this Supplement.

 

(b)                                  Reductions to Series 2000-1 Principal .  If, on any Special Allocation Settlement Report Date, the Series 2000-1 Allocable Charged-Off Amount is greater than zero for the related Settlement Period, the Trustee shall (in accordance with the written directions of the Master Servicer provided in accordance with Section 3.01(b)(ii)  of the Agreement, upon which the Trustee may conclusively rely, subject to its obligation to perform the procedures set forth in the Internal Operating Procedures Memorandum) make the following applications of such amount in the following order of priority:

 

(i)                                      first , the Series 2000-1 Required Subordinated Amount shall be reduced (but not below zero) by an amount equal to the Series 2000-1 Allocable Charged-Off Amount (which shall be reduced by the amount so applied); and

 

(ii)                                   second, to the extent that the Series 2000-1 Allocable Charged-Off Amount is greater than zero following the applications in clause (i)  above, the Series 2000-1 U.S. Dollar Invested Amount and the Series 2000-1 Euro Invested Amount shall be reduced pro rata (but not below zero) by such remaining Series 2000-1 Allocable Charged-Off Amount (which shall be reduced by the amount so applied) and such reduction shall be allocated to the Series 2000-1 Purchaser U.S. Dollar Invested Amount and the Series 2000-1 Purchaser Euro Invested Amount on a pro rata basis.

 

(c)                                   Increases to Series 2000-1 Principal .  If, on any Special Allocation Settlement Report Date, the Series 2000-1 Allocable Recoveries Amount is greater than zero for the related Settlement Period, the Trustee shall (in accordance with written directions from the Master Servicer upon which the

 

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Trustee may conclusively rely, subject to its obligation to perform the procedures set forth in the Internal Operating Procedures Memorandum) make the following applications (after giving effect to the applications in Section 3A.05(b)  of such amount in the following order of priority):

 

(i)                                      first , the Series 2000-1 U.S. Dollar Invested Amount and the Series 2000-1 Euro Invested Amount shall be increased pro rata (but only to the extent of any previous reductions of the Series 2000-1 U.S. Dollar Invested Amount and the Series 2000-1 Euro Invested Amount pursuant to Section 3A.05(b)(ii) ) by the amount of the Series 2000-1 Allocable Recoveries Amount (which shall be reduced by the amount so applied) and such increase shall be allocated to the Series 2000-1 Purchaser U.S. Dollar Invested Amount and the Series 2000-1 Purchaser Euro Invested Amount on a pro rata basis; and

 

(ii)                                   second , to the extent that the Series 2000-1 Allocable Recoveries Amount is greater than zero following the applications in clause (i)  above, the Series 2000-1 Required Subordinated Amount shall be increased (but only to the extent of any previous reductions of the Series 2000-1 Required Subordinated Amount pursuant to Section 3A.05(b)(i) ) by such remaining Series 2000-1 Allocable Recoveries Amount (which shall be reduced by the amount so applied).

 

SECTION 3A.06                                                       Applications.

 

(a)                                   Series 2000-1 Accrued Interest Subaccounts.

 

The Trustee shall distribute to the Paying Agent, based solely on the information provided to the Trustee by the Master Servicer in the Daily Report (upon which the Trustee may conclusively rely, subject to its obligation to perform the procedures set forth in the Internal Operating Procedures Memorandum), on each Distribution Date, from amounts on deposit in the Series 2000-1 Accrued Interest Subaccounts in accordance with the Account Currency Priority:

 

(i)                                      an amount equal to the Outstanding Amount Advanced with respect to Series 2000-1, if any, to the account designated by the Master Servicer pursuant to Section 3A.02(d) ;  and

 

(ii)                                   pro rata :

 

(x)                                    for the Series 2000-1 U.S. Dollar VFC Certificates, an amount equal to the Series 2000-1 U.S. Dollar Monthly Interest Distribution payable on such Distribution Date (such amount, the “Series 2000-1 U.S. Dollar Monthly Interest Payment”), plus the amount of any Series 2000-1 U.S. Dollar Monthly Interest Payment previously due but not distributed to the Series 2000-1 Purchasers on a prior Distribution Date, plus the amount of any Series 2000-1 U.S. Dollar Additional Interest for such Distribution Date and any Series 2000-1 U.S. Dollar Additional Interest previously due but not distributed to the applicable Series 2000-1 Purchasers on a prior Distribution Date; and

 

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(y)                                  for the Series 2000-1 Euro VFC Certificates, an amount equal to the Series 2000-1 Euro Monthly Interest Distribution payable on such Distribution Date (such amount, the “ Series 2000-1 Euro Monthly Interest Payment ”), plus the amount of any Series 2000-1 Euro Monthly Interest Payment previously due but not distributed to the Series 2000-1 Purchasers on a prior Distribution Date, plus the amount of any Series 2000-1 Euro Additional Interest for such Distribution Date and any Series 2000-1 Euro Additional Interest previously due but not distributed to the applicable Series 2000-1 Purchasers on a prior Distribution Date.

 

(b)                                  Series 2000-1 Non-Principal Concentration Subaccounts.

 

On each Distribution Date, the Trustee shall, based solely on the information provided to the Trustee by the Master Servicer in the Daily Report (upon which the Trustee may conclusively rely, subject to its obligation to perform the procedures set forth in the Internal Operating Procedures Memorandum), apply funds on deposit in the Series 2000-1 Non-Principal Concentration Subaccounts in the following order of priority to the extent funds are available:

 

(i)                                      first , an amount equal to the Series 2000-1 Monthly Servicing Fee for the Accrual Period ending on such Distribution Date shall be withdrawn by the Trustee and paid to the Master Servicer ( less any amounts payable to the Trustee pursuant to Section 8.05 of the Agreement, which shall be paid to the Trustee) from the Series 2000-1 Non-Principal Concentration Subaccounts in accordance with the Account Currency Priority (amounts paid pursuant to sub-clauses (b) and (c) of the Account Currency Priority shall be converted to U.S. Dollars at the applicable currency Spot Rate provided by the Paying Agent);

 

(ii)                                   second , (following the applications in clause (i) , an amount equal to any Series 2000-1 Program Costs due and payable shall be withdrawn by the Trustee and paid to the Persons owed such amounts from the Series 2000-1 Non-Principal Concentration Subaccounts in accordance with the Account Currency Priority; and

 

(iii)                                third , any remaining amounts on deposit in the Series 2000-1 Non-Principal Concentration Subaccounts (in excess of the Series 2000-1 Accrued Expense Amount as of such Distribution Date) not allocated pursuant to clauses (i)  and (ii)  above shall be paid to the holder of the Series 2000-1 Subordinated Interests; provided , however , that during the Series 2000-1 Amortization Period, such remaining amounts shall be deposited in the relevant Series 2000-1 Principal Concentration Subaccount for distribution in accordance with Section 3A.06(c) .

 

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(c)                                   Series 2000-1 Amortization Period - Series 2000-1 Principal Concentration Subaccounts.

 

During the Series 2000-1 Amortization Period and following the occurrence of the Series 2000-1 Optional Termination Date, the Trustee shall, based solely on the information provided to the Trustee by the Master Servicer in the Daily Report (upon which the Trustee may conclusively rely, subject to its obligation to perform the procedures set forth in the Internal Operating Procedures Memorandum), apply, on each Distribution Date, amounts on deposit in the Series 2000-1 Principal Concentration Subaccounts in the following order of priority:

 

(i)                                      first , an amount equal to the Outstanding Amount Advanced with respect to the Series 2000-1, if any, shall be distributed from the applicable Series 2000-1 Principal Subaccount corresponding to the Approved Currency in which the Master Servicer has made the Servicer Advance to the account designated by the Master Servicer pursuant to Section 3A.02(d) ;

 

(ii)                                   second , an amount equal to the Series 2000-1 U.S. Dollar Monthly Principal Payment and the Series 2000-1 Euro Monthly Principal Payment for such Distribution Date shall be distributed to the Paying Agent, on behalf of the Series 2000-1 Purchasers, from the Series 2000-1 Principal Concentration Subaccounts in accordance with the Account Currency Priority pro rata to the Series 2000-1 U.S. Dollar VFC Certificateholders and the Series 2000-1 Euro VFC Certificateholders in reduction (to zero) of the Series 2000-1 U.S. Dollar Invested Amount and the Series 2000-1 Euro Invested Amount, respectively;

 

(iii)                                third , if, following the payment in full of all amounts set forth in clauses (i)  and (ii)  above, any amounts are owed to the Trustee or the Series 2000-1 Purchasers, such amounts shall be transferred to pay the Trustee or the Paying Agent, on behalf of the Series 2000-1 Purchasers, as the case may be, from the Series 2000-1 Principal Concentration Subaccounts in accordance with the Account Currency Priority; and

 

(iv)                               fourth , following the payment in full of all amounts set forth in clauses (i), (ii)  and (iii)  above, the remaining (if any) amounts on deposit in the Series 2000-1 Principal Concentration Subaccounts on such Distribution Date, if any, shall be distributed to the Company, as holder of the Series 2000-1 Subordinated Interests.

 

Notwithstanding the foregoing, during the Amortization Period the Administrative Agent may, at the direction of any Funding Agent, apply (or direct the Paying Agent to apply) amounts on deposit in the Series 2000-1 Principal Concentration Accounts as between the Series 2000-1 Euro VFC Certificate and the Series 2000-1 U.S. Dollar VFC Certificates taking into account prevailing exchange rates in order to maximize payments in respect of the Series 2000-1 Euro Invested Amount and the Series 2000-1 U.S. Dollar

 

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Invested Amount; provided that such application by the Administrative Agent, at the direction of any Funding Agent, shall be made on an equitable basis taking into account the outstanding Series 2000-1 Invested Amount in respect of each Funding Agent.

 

ARTICLE IV

 

DISTRIBUTIONS AND REPORTS

 

Article IV of the Agreement (except for any portion thereof relating to another Series) shall read in its entirety as follows and the following shall be exclusively applicable to the Series 2000-1 VFC Certificate issued pursuant to this Supplement:

 

SECTION 4A.01                                                       Distributions.

 

(a)                                   On each Distribution Date, the Trustee shall distribute to each Funding Agent with respect to its VFC Purchaser Group from the accounts indicated in Article III the aggregate amount to be distributed to all Series 2000-1 Purchasers pursuant to Article III .  Each Funding Agent shall distribute to each related Series 2000-1 Purchaser its Pro rata Share of such amounts based upon each Series 2000-1 Purchaser’s Series 2000-1 Commitment Percentage.

 

(b)                                  All allocations and distributions hereunder shall be in accordance with the Daily Report and the Monthly Settlement Report and shall be made in accordance with the provisions of Section 11.04 and subject to Section 3.01(i)  of the Agreement.

 

SECTION 4A.02                                                       Daily Reports.

 

The Master Servicer shall provide each Funding Agent, the Trustee and the Liquidation Servicer with a Daily Report in accordance with Section 4.01 of the Servicing Agreement and substantially in the form of Exhibit D to this Supplement.  Each Funding Agent shall make copies of the Daily Report available to its related Series 2000-1 Purchasers, upon reasonable request, at such Funding Agent’s office at its address as specified from time to time in accordance with Section 11.09 .

 

SECTION 4A.03                                                       Reports and Notices.

 

(a)                                   Monthly Settlement Reports .  On each Settlement Report Date, the Master Servicer shall deliver to the Trustee, each Funding Agent and the Liquidation Servicer a Monthly Settlement Report in the Form of Exhibit E to this Supplement setting forth, among other things, the Series 2000-1 Loss Reserve Ratio, the Series 2000-1 Dilution Reserve Ratio, the Series 2000-1 Minimum Ratio, the Series 2000-1 Ratio, the Series 2000-1 U.S. Dollar Monthly Interest, the Series 2000-1 Euro Monthly Interest, the Series 2000-1 U.S. Dollar Additional Interest, the Series 2000-1 Euro Additional Interest, the Series 2000-1 Carrying Cost Reserve Ratio, the Servicing Reserve Ratio, the Series 2000-1 Monthly Servicing Fee, the Series 2000-1 U.S. Dollar Monthly Principal Payment, the Series 2000-1 Euro Monthly Principal Payment, the Servicer Advances made by the Master Servicer during the related Settlement Period, and Outstanding Amount Advanced as of the end of the related

 

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Settlement Period, each as recalculated taking into account the immediately preceding Settlement Period and to be applied for the period commencing on (and including) such Settlement Report Date and ending on (and not including) the next succeeding Settlement Report Date.  Each Funding Agent shall forward a copy of each Monthly Settlement Report to any of its related Series 2000-1 Purchasers upon request by any such Series 2000-1 Purchaser.

 

(b)                                  Annual Certificateholders’ Tax Statement .  On or before January 31 of each calendar year (or such earlier date as required by applicable law), the Master Servicer on behalf of the Trustee shall furnish, or cause to be furnished, to each Person who at any time during the preceding calendar year was a Series 2000-1 Purchaser, a statement prepared by the Master Servicer containing the aggregate amount distributed to such Person for such preceding calendar year or the applicable portion thereof during which such Person was a Series 2000-1 Purchaser, together with such other information as is required to be provided by an issuer of indebtedness under the Code and such other customary information as the Master Servicer deems necessary to enable the Series 2000-1 Purchasers to prepare their tax returns.  Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall have been provided by the Trustee, the related Funding Agent or the Master Servicer pursuant to any requirements of the Code as from time to time in effect.  Tax returns for the Trust shall be prepared by the Company (or the Master Servicer on its behalf) in accordance with Section 8.11 of the Agreement and the Trustee shall be under no obligation to prepare tax returns for the Trust.

 

(c)                                   Series 2000-1 Early Amortization Event/Distribution of Principal Notices .  Upon the Company or the Master Servicer obtaining actual knowledge of the occurrence of a Series 2000-1 Early Amortization Event or Potential Series 2000-1 Early Amortization Event, the Master Servicer shall give prompt written notice thereof to the Trustee, the Liquidation Servicer, the Administrative Agent and to each Funding Agent.  As promptly as reasonably practicable after its receipt of notice of the occurrence of a Series 2000-1 Early Amortization Event, each Funding Agent shall give notice to each related Series 2000-1 Purchaser.  In addition, on the Business Day preceding each day on which a distribution of principal is to be made during the Series 2000-1 Amortization Period, the Master Servicer shall direct each Funding Agent (with a copy to the Administrative Agent) to send notice to each related Series 2000-1 Purchaser, which notice shall set forth the amount of principal to be distributed on the related date to each Series 2000-1 Purchaser with respect to the outstanding Series 2000-1 VFC Certificates.

 

ARTICLE V

 

ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION EVENTS

 

SECTION 5.01                                                                Additional Series 2000-1 Early Amortization Events.

 

If any one of: (I) the events specified in Section 7.01 of the Agreement or (II) the following events (each, a “ Series 2000-1 Early Amortization Event ”), shall occur, in each case after

 

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giving effect to the lapse of any grace period, the giving of any notice or making of any determination applicable thereto:

 

(a)                                   (i)                                      failure on the part of the Master Servicer to direct any payment or deposit to be made, or failure of any payment or deposit to be made, in respect of amounts owing on (A) any Series 2000-1 U.S. Dollar VFC Certificate in respect of Series 2000-1 Daily U.S. Dollar Interest Expense or Series 2000-1 Daily U.S. Dollar Interest Deposit (or amounts derived from either of them), (B) any Series 2000-1 Euro VFC Certificate in respect of Series 2000-1 Daily Euro Interest Expense or Series 2000-1 Daily Euro Interest Deposit (or amounts derived from either of them) or (C) the Series 2000-1 Unused Fee or Series 2000-1 Utilization Fee, in each case within one (1) Business Day of the date such interest or Series 2000-1 Unused Fee or Series 2000-1 Utilization Fee is due;

 

(ii)                                   failure on the part of the Master Servicer to direct any payment or deposit to be made in respect of any other amount owing on the Series 2000-1 VFC Certificates within one (1) Business Day of the date such amount is due or such deposit is required to be made; or

 

(iii)                                failure on the part of the Master Servicer to direct any payment or deposit to be made, or of the Company to make any payment or deposit in respect of any other amounts owing by the Company, under any Pooling and Servicing Agreement to or for the benefit of any of the Series 2000-1 Purchasers within two (2) Business Days of the date such amount is due or such deposit is required to be made;

 

provided , however , that no Series 2000-1 Early Amortization shall exist if such failure is directly attributable to a Trustee Force Majeure Delay;

 

(b)                                  failure on the part of the Company duly to observe or perform in any material respect any covenant or agreement of the Company set forth in any Pooling and Servicing Agreement (including each covenant contained in Sections 2.07 and 2.08 of the Agreement) that continues unremedied fifteen (15) Business Days after the earlier of (i) the date on which a Responsible Officer of the Company or a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Administrative Agent at the direction of the Series 2000-1 Majority Purchasers;

 

(c)                                   any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the Series 2000-1 Purchasers shall prove to have been incorrect in any material respect when made or when deemed made that continues to be incorrect fifteen (15) Business Days after the earlier of (i) the date on which a Responsible Officer of the Company or a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee or to the Company and the Trustee by the Administrative Agent at

 

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the direction of the Series 2000-1 Majority Purchasers and as a result of such incorrectness, the interests, rights or remedies of the Series 2000-1 Purchasers have been materially and adversely affected;

 

(d)                                  a Master Servicer Default shall have occurred and be continuing;

 

(e)                                   a Program Termination Event shall have occurred and be continuing with respect to any Originator; provided , however , that the Administrative Agent acting at the direction of all Series 2000-1 Purchasers may waive any such event in their sole discretion;

 

(f)                                     any of the Agreement, the Servicing Agreement, this Supplement or the Origination Agreements shall cease, for any reason, to be in full force and effect, or the Company, the Master Servicer, an Originator or any Affiliate of any of the foregoing, shall so assert in writing;

 

(g)                                  the Trust shall for any reason cease to have a continuing first priority perfected security interest in any or all of the Participation Amounts and the Participation Assets related thereto (subject to no other Liens other than any Permitted Liens) or any of the Master Servicer, the Company, an Originator or any Affiliate of any of the foregoing, shall so assert;

 

(h)                                  a Federal tax notice of a Lien shall have been filed against the Company or the Trust unless there shall have been delivered to the Trustee and each Funding Agent proof of release of such Lien;

 

(i)                                      a notice of a Lien shall have been filed by the PBGC against the Company or the Trust under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Trustee and each Funding Agent proof of the release of such Lien;

 

(j)                                      the Series 2000-1 Percentage Factor exceeds 100% unless the Company reduces the Series 2000-1 Invested Amount or increases the balance of the Eligible Receivables within five (5) Business Days so as to reduce the Series 2000-1 Percentage Factor to less than or equal to 100%;

 

(k)                                   the average Dilution Ratio for the three (3) preceding Settlement Periods exceeds 4.50% for 6 months from the date of this Supplement and thereafter, 4.00%;

 

(l)                                      the average Aged Receivables Ratio for the three (3) preceding Settlement Periods exceeds 2.5%;

 

(m)                                the average Delinquency Ratio for the three (3) preceding Settlement Periods exceeds 5.0%;

 

(n)                                  the Servicer Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any of its outstanding Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or

 

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condition exist, the effect of which default or other event or condition is to cause such Indebtedness to become due prior to its stated maturity; provided , however , that no Series 2000-1 Early Amortization Event shall be deemed to occur under this paragraph unless the aggregate amount of Indebtedness in respect of which any default or other event or condition referred to in this paragraph shall have occurred shall be equal to at least $50,000,000;

 

(o)                                  any action, suit, investigation or proceeding at law or in equity (including injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company or the Master Servicer or any properties, revenues or rights of any thereof which could reasonably be expected to have a Material Adverse Effect;

 

(p)                                  one or more judgments or decrees shall be entered against the Servicer Guarantor or the Company involving in the aggregate a liability (not paid or fully covered by insurance) of (i) with respect to the Servicer Guarantor, $50,000,000 or (ii) with respect to the Company, $25,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof;

 

(q)                                  a Change of Control shall occur;

 

(r)                                     notwithstanding Sections 2.08(s) and 6.03 of the Agreement, a merger or transaction involving Huntsman International, the Company or an Originator, whereby it is not the surviving entity unless (A) such merger or transaction does not, in the reasonable opinion of the Administrative Agent or any Funding Agent, have a Material Adverse Effect with respect to it and (B) legal opinions in form and substance satisfactory to each Funding Agent and satisfying with respect to all Series are delivered to the Trustee, the Administrative Agent and each Funding Agent; and

 

(s)                                   failure to comply with the FX Hedging Policy if such failure is not remedied within three (3) Business Days of the date such failure occurs,

 

then, in the case of (x) any event described in Section 7.01(a)  of the Agreement, automatically without any notice or action on the part of the Trustee or Series 2000-1 Purchasers, an Early Amortization Period shall immediately commence or (y) any other event described above, after the applicable grace period (if any) set forth in the applicable Section, the Trustee may, and at the written direction of any Funding Agent, shall, by written notice then given to the Company and the Master Servicer, declare that an Early Amortization Period has commenced as of the date of such notice with respect to Series 2000-1 (any such period under clause (x) or (y) above, a “ Series 2000-1 Early Amortization Period ”); provided that a default by the Company in the payment of a Subordinated Loan shall not constitute a Series 2000-1 Early Amortization Event hereunder.  Upon the occurrence of a Series 2000-1 Early Amortization Event or a Potential Series 2000-1 Early Amortization Event, the Administrative Agent may, or shall at the written direction of any Funding Agent, direct each Obligor to make all payments with respect to Receivables directly to the relevant currency account established by the Trustee pursuant to Section 3.01(a)  of the Agreement.  Notwithstanding the foregoing, the Company, at its option, may deliver U.S. Dollars and/or Euro (as applicable) to the Trustee in an amount sufficient to cure any Early Amortization

 

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Event that is capable of being cured by such delivery of U.S. Dollars and/or Euro (as applicable) only out of Collections from the Series 2000-1 Concentration Accounts.  Any cash so delivered to the Trustee shall be in the form of a Subordinated Loan made by the Company to the Trust and shall be subject to the provisions of Section 11.16 .

 

ARTICLE VI

 

SERVICING FEE

 

SECTION 6.01                                                               Servicing Compensation.

 

A monthly servicing fee (the “ Series 2000-1 Monthly Servicing Fee ”) shall be payable to the Master Servicer on each Distribution Date for the preceding Settlement Period, in an amount equal to the product of (a) the Servicing Fee and (b) a fraction, the numerator of which shall be equal to the Series 2000-1 Invested Amount as of the end of the preceding Settlement Period and the denominator of which shall be equal to the sum of (1) the Series 2000-1 Aggregate Commitment Amount and (2) the sum of the Invested Amounts for all other Outstanding Series, each calculated as of the end of such preceding Settlement Period.  To the extent that funds on deposit in the Series 2000-1 Non-Principal Concentration Subaccounts at any such date are insufficient to pay the Series 2000-1 Monthly Servicing Fee due on such date as set forth in the Monthly Settlement Report delivered by the Master Servicer to the Trustee, the Trustee shall so notify the Master Servicer and the Company, and the Company will be obligated to immediately pay the Master Servicer the amount of any such deficiency; provided that any payments to be made by the Company pursuant to this Section shall (i) be Company Subordinated Obligations, (ii) be made solely from funds available to the Company that are not required to be applied to Company Unsubordinated Obligations then due and (iii) not constitute a general recourse claim against the Company but only a claim against the Company, to the extent of funds available after the satisfaction of all Company Unsubordinated Obligations then due; provided, further, that the Series 2000-1 Monthly Servicing Fee payable to a Successor Master Servicer (which will be payable to the Liquidation Servicer in accordance with the preceding sentence) will not be a Company Subordinated Obligation and shall also be payable from the application of funds from the Series 2000-1 Non-Principal Concentration Subaccounts in accordance with Section 3A.06(b) .  Notwithstanding any other provision of this Supplement or any other Transaction Document, the Monthly Servicing Fee, including the Series 2000-1 Monthly Servicing Fee, payable to a Successor Master Servicer shall be paid to the Liquidation Servicer so long as the Liquidation Servicer has not resigned or been terminated.

 

ARTICLE VII

 

CHANGE IN CIRCUMSTANCES

 

SECTION 7.01                                                               Illegality.

 

Notwithstanding any other provision herein, if, after the Series 2000-1 Issuance Date, or with respect to any Person becoming a Series 2000-1 Purchaser or a Series 2000-1 APA Bank subsequent to the Series 2000-1 Issuance Date, after the new date such Person became a Series 2000-1 Purchaser or a Series 2000-1 APA Bank, as applicable (the “ Series 2000-1 Acquisition Date ”), the adoption of or any change in any Requirement of Law or in the interpretation or administration thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Series 2000-1

 

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Purchaser or Series 2000-1 APA Bank to make or maintain its portion of the Series 2000-1 VFC Certificateholder’s Interest in any Series 2000-1 Eurodollar Tranche and such Series 2000-1 Purchaser or Series 2000-1 APA Bank, as applicable, shall provide written notice to its Funding Agent, the Administrative Agent, the Trustee, the Master Servicer and the Company, then effective upon the commencement of the next Series 2000-1 Eurodollar Period, or immediately if it shall be unlawful for such Series 2000-1 Purchaser or Series 2000-1 APA Bank to make or maintain its portion of the Series 2000-1 VFC Certificateholder’s Interest in any Series 2000-1 Eurodollar Tranche to the end of the applicable Series 2000-1 Eurodollar Period, Series 2000-1 Daily U.S. Dollar Interest Expense and Series 2000-1 Daily Euro Interest Expense in respect of the portion of each Series 2000-1 Eurodollar Tranche applicable to such Series 2000-1 Purchaser or Series 2000-1 APA Bank shall until the foregoing notice is withdrawn by such Series 2000-1 Purchaser or Series 2000-1 APA Bank be calculated by reference to the ABR (such calculation shall be performed by the Administrative Agent and in the absence of manifest error shall be binding and conclusive).  If any such change in the method of calculating the Series 2000-1 Daily U.S. Dollar Interest Expense or Series 2000-1 Daily Euro Interest Expense occurs on a day which is not the last day of the Series 2000-1 Eurodollar Period with respect to any Series 2000-1 Eurodollar Tranche, the Company shall pay to the applicable Funding Agent for the account of such Series 2000-1 Purchaser or Series 2000-1 APA Bank the amounts, if any, as may be required pursuant to Section 7.04 .

 

SECTION 7.02                                                               Requirements of Law.

 

(a)                                   Notwithstanding any other provision herein, if after the Series 2000-1 Issuance Date the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Series 2000-1 Purchaser or Series 2000-1 APA Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made (i) as to any Series 2000-1 Purchaser or Series 2000-1 APA Bank that is a Series 2000-1 Purchaser or Series 2000-1 APA Bank on the date hereof, subsequent to the date hereof or (ii) as to any Series 2000-1 Purchaser or Series 2000-1 APA Bank that becomes a Series 2000-1 Purchaser or Series 2000-1 APA Bank after the date hereof, subsequent to the Series 2000-1 Acquisition Date:

 

(i)                                      shall change the basis of taxation of payments to any such Series 2000-1 Purchaser or Series 2000-1 APA Bank in respect of the Transaction Documents; and

 

(ii)                                   shall impose, modify or deem applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Series 2000-1 Purchaser or Series 2000-1 APA Bank which is not otherwise included in the determination of the Eurodollar Rate;

 

and the result of any of the foregoing is to increase the cost to such Series 2000-1 Purchaser or Series 2000-1 APA Bank by an amount which such Series 2000-1 Purchaser or Series 2000-1 APA Bank deems in its reasonable judgment to be material, of making, converting into, continuing or maintaining

 

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Series 2000-1 Eurodollar Tranches or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Company will pay to such Series 2000-1 Purchaser or Series 2000-1 APA Bank upon demand such additional amount or amounts as will compensate such Series 2000-1 Purchaser or Series 2000-1 APA Bank for such additional costs incurred or reduced amount receivable other than amounts with respect to Taxes for which the Company is held harmless pursuant to Section 7.03 and without duplication of any amounts for which the Company is obligated to make payment under Section 7.03 .

 

(b)                                  If any Series 2000-1 Purchaser which is a depository institution or trust company subject to supervision and examination by federal, state or foreign banking or depository institution authorities or Series 2000-1 APA Bank (i) that is a Series 2000-1 Purchaser or Series 2000-1 APA Bank, as the case may be, on the date hereof shall have determined that the adoption after the Series 2000-1 Issuance Date of or any change after the Series 2000-1 Issuance Date or (ii) that becomes a Series 2000-1 Purchaser or Series 2000-1 APA Bank, as the case may be, after the date hereof shall have determined that the adoption after the Series 2000-1 Acquisition Date of, or any change after the Series 2000-1 Acquisition Date, in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Series 2000-1 Purchaser or Series 2000-1 APA Bank or any corporation controlling such Series 2000-1 Purchaser or Series 2000-1 APA Bank with any request or directive regarding capital adequacy (with respect to any Series 2000-1 Purchaser which is a banking institution) (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Series 2000-1 Purchaser’s, such Series 2000-1 APA Bank’s or such corporation’s capital (with respect to any Series 2000-1 Purchaser which is a banking institution) as a consequence of its obligations hereunder or under the Transaction Documents to a level below that which such Series 2000-1 Purchaser, such Series 2000-1 APA Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Series 2000-1 Purchaser’s, such Series 2000-1 APA Bank’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Series 2000-1 Purchaser or Series 2000-1 APA Bank in its reasonable judgment to be material, then from time to time, the Company will promptly pay to such Series 2000-1 Purchaser or Series 2000-1 APA Bank such additional amount or amounts as will compensate such Series 2000-1 Purchaser or Series 2000-1 APA Bank for such reduction suffered.

 

(c)                                   Any payments to be made by the Company pursuant to this Section shall (i) be Company Subordinated Obligations, (ii) be made solely from funds available to the Company that are not required to be applied to Company Unsubordinated Obligations then due and (iii) until the date that is one year and one day after payment in full of the Company Unsubordinated Obligations, not constitute a general recourse claim against the Company after satisfying all Company Unsubordinated Obligations then due at any time during the period of one year and one day following the date on which all Company Unsubordinated Obligations have been paid in full, except to the

 

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extent that funds are available (including funds available to the Company pursuant to the exercise of its right to indemnity and other payments pursuant to Sections 2.06 and 8.02 of the Origination Agreements) to the Company to make such payments.

 

(d)                                  If any Series 2000-1 Purchaser or Series 2000-1 APA Bank becomes entitled to claim any additional amounts pursuant to Section (a)  or (b)  above, it shall promptly notify the Master Servicer and the Company (with a copy to the Administrative Agent and each Funding Agent) of the event by reason of which it has become so entitled.  A certificate setting forth (i) any additional amounts payable pursuant to this Section and (ii) a reasonably detailed explanation of the calculation of such amount or amounts submitted by such Series 2000-1 Purchaser or Series 2000-1 APA Bank to the Company (with a copy to each Funding Agent) shall be conclusive in the absence of manifest error.  The agreements in this Section shall survive the termination of this Supplement and the Agreement and the payment of all amounts payable hereunder.

 

(e)                                   Failure or delay on the part of any Series 2000-1 Purchaser or Series 2000-1 APA Bank to demand compensation pursuant to this Section 7.02 shall not constitute a waiver of such Series 2000-1 Purchaser’s or Series 2000-1 APA Bank’s right to demand such compensation; provided that the Company will not be required to compensate a Series 2000-1 Purchaser or Series 2000-1 APA Bank pursuant to this Section 7.02 for any increased costs or reductions incurred more than 270 days prior to the date that such Series 2000-1 Purchaser or Series 2000-1 APA Bank notifies the Company of the change in any Requirement of Law giving rise to such increase costs or reductions and of such Series 2000-1 Purchaser’s or Series 2000-1 APA Bank’s intention to claim compensation therefor; provided , further , that, if the change in any Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof.

 

SECTION 7.03                                                               Taxes.

 

(a)                                   All payments made by the Company under this Supplement shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, excluding (i) any income, franchise, branch profits or similar taxes imposed on or measured by the net income (or in lieu of net income) of either Funding Agent, any Series 2000-1 Purchaser or any Series 2000-1 APA Bank by (A) the United States or any political subdivision or taxing authority thereof or therein, (B) any jurisdiction under the laws of which such Funding Agent, such Series 2000-1 Purchaser, such Series 2000-1 APA Bank or such lending office is organized, incorporated, resident or citizen, or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein, (ii) for any Series 2000-1 Acquiring Purchaser or Series 2000-1 Participants, taxes to the extent that they were Series 2000-1 Excluded Taxes (as defined below) with respect to such person’s predecessor or to the extent the taxes were Series 2000-1 Excluded Taxes as a result of the breach (including a breach of warranty), wilful misconduct or gross negligence of such predecessor,

 

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(iii) taxes imposed as a result of any Funding Agent’s, Series 2000-1 Purchaser’s, Series 2000-1 APA Bank’s, Series 2000-1 Acquiring Purchaser’s or Series 2000-1 Participant’s (and not its predecessor’s) gross negligence or wilful misconduct and (iv) for any Series 2000-1 Purchaser or Series 2000-1 APA Bank that is not organized under the laws of the United States of America or a State thereof, any United States withholding tax to the extent existing on the Series 2000-1 Issuance Date (the Taxes referred to in the foregoing clauses (i)  — (iv)  individually or collectively being called “ Series 2000-1 Excluded Taxes ” and any and all other Taxes, collectively or individually, being called “ Series 2000-1 Non-Excluded Taxes ”).  Subject to Section 7.03(b) , if any such Series 2000-1 Non-Excluded Taxes are required to be withheld from any amounts payable to either Funding Agent or any Series 2000-1 Purchaser or any Series 2000-1 APA Bank hereunder, the amounts so payable to such Funding Agent or such Series 2000-1 Purchaser or such Series 2000-1 APA Bank shall be increased to the extent necessary so that after all required deductions have been made in respect of Series 2000-1 Non-Excluded Taxes (including deductions applicable to additional sums payable under this Section 7.03(a) ) to such Funding Agent, such Series 2000-1 Purchaser or such Series 2000-1 APA Banks, as the case may be, receives an amount equal to the amount which would have been due had no such deductions been made.  Whenever any Series 2000-1 Non-Excluded Taxes are payable by the Company, as promptly as possible thereafter, the Company shall send to the relevant Funding Agent for its own account or for the account of such Series 2000-1 Purchaser or Series 2000-1 APA Bank, as the case may be, a certified copy of any original official receipt received by the Company showing payment thereof or any other proof reasonably acceptable to such Funding Agent.  In addition, the Company agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or similar charges or similar levies that arise from any payment made under the Agreement, this Supplement or the Series 2000-1 VFC Certificates or from the execution or delivery of, or otherwise with respect to, the Agreement, this Supplement, or the Series 2000-1 VFC Certificates (collectively, “ Series 2000-1 Other Taxes ”).  The Company agrees to indemnify each of the Funding Agents, the Series 2000-1 Purchasers and the Series 2000-1 APA Banks for the full amount of any Series 2000-1 Non-Excluded Taxes and Series 2000-1 Other Taxes paid by either Funding Agent or any Series 2000-1 Purchaser or any Series 2000-1 APA Bank (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto other than any penalties, interest or expense to the extent arising from the failure of such Funding Agent, such Series 2000-1 Purchaser or Series 2000-1 APA Bank to pay such Taxes or Series 2000-1 Other Taxes on a timely basis.  The relevant Funding Agent shall provide immediate notice to the Company after receipt of a demand for payment of Series 2000-1 Non-Excluded Taxes and Series 2000-1 Other Taxes.  If the Company fails to pay any Series 2000-1 Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the applicable Funding Agent the required receipts or any other proof reasonably acceptable to such Funding Agent, the Company will indemnify such Funding Agent, the Series 2000-1 Purchasers and the Series 2000-1 APA Banks for any incremental taxes, interest or penalties that may become payable by such Funding Agent or any Series 2000-1 Purchaser

 

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or any Series 2000-1 APA Bank as a result of any such failure.  The agreements in this Section shall survive the termination of this Supplement and the repayment of the Series 2000-1 Invested Amount and all other amounts payable hereunder.

 

(b)                                  Each Series 2000-1 Purchaser and each Series 2000-1 APA Bank that is not incorporated under the laws of the United States of America or a State thereof or the District of Columbia shall:

 

(i)                                      deliver to the Master Servicer, the Company, the Trustee and the related Funding Agent two duly completed copies of United States Internal Revenue Service Form W-8ECI, W-8BEN or W-8IMY, or successor applicable form and such other forms, certificates and documentation as may be necessary or appropriate to establish, in each case, that it is entitled to receive payments from the Company without a deduction for U.S. federal withholding tax or with a deduction at a reduced rate.  In the case of a Series 2000-1 Purchaser or Series 2001-1 APA Bank that provides an Internal Revenue Service Form W-8BEN, such Series 2000-1 Purchaser or Series 2001-1 APA Bank shall either (i) claim the benefit of a treaty that provides for a complete exemption from United States withholding tax for payments of interest or (ii) claim the benefit of the U.S. “portfolio interest exemption” by also providing a certification that is not a “bank” making a loan under this Supplement in the ordinary course of its business within the meaning of Section 881(c)(3)(a) of the Code or a person related to the Company in a manner described in Sections 871(h)(3)(B), 881(c)(3)(B) or 881(c)(3)(C) of the Code.  If a Series 2000-1 Purchaser or Series 2001-1 APA Bank that provides an Internal Revenue Service Form W-8BEN is unable to claim a complete exemption from the United States withholding tax because of a change in law after the date such Series 2000-1 Purchaser or Series 2001-1 APA Bank became a party to this Supplement, the Series 2000-1 Purchaser or Series 2001-1 APA Bank will be treated as satisfying the requirements of this Section 7.03(b)(i) , as the case may be;

 

(ii)                                   deliver to the Master Servicer, the Company, the Trustee, the Administrative Agent and the related Funding Agent two further copies of any such form or certification (a) on or before the date that any such form or certification expires or becomes obsolete, (b) after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company, the Trustee, the Administrative Agent or the related Funding Agent and (c) at the request of the Master Servicer, the Company, the Trustee or the related Funding Agent; and

 

(iii)                                obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Company, the Trustee, the Administrative Agent or the related Funding Agent;

 

unless any change in treaty, law or regulation has occurred prior to, and is in effect on, the date on which any such delivery would otherwise be required which would

 

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prevent such Series 2000-1 Purchaser or Series 2000-1 APA Bank from duly completing and delivering any such form with respect to it and such Series 2000-1 Purchaser or Series 2000-1 APA Bank so advises the Company and the related Funding Agent.  Each Series 2000-1 Purchaser or Series 2000-1 APA Bank shall certify to the Company, the Trustee, the Administrative Agent and the related Funding Agent at the time it first becomes a Series 2000-1 Purchaser or Series 2000-1 APA Bank, and thereafter to the extent provided by law, (i) all such forms are true and complete, (ii) that it is entitled to receive payments under this Supplement without, or at a reduced rate of, withholding of any United States federal income taxes and (iii) that it is entitled to an exemption from United States backup withholding tax.  Each Person that shall become a Series 2000-1 Purchaser, a Series 2000-1 APA Bank or a Series 2000-1 Participant pursuant to Section 11.10 shall, upon the effectiveness of the related transfer, be required to provide to the Company, the Trustee, the Administrative Agent, the Master Servicer and the related Funding Agent all of the forms and statements required pursuant to this Section, provided that in the case of a Series 2000-1 Participant such Series 2000-1 Participant shall furnish all such required forms and statements to the Series 2000-1 Purchaser or Series 2000-1 APA Bank from which the related participation shall have been purchased and such Series 2000-1 Purchaser or Series 2000-1 APA Bank shall provide such forms to the Company with a duly executed Form W-8IMY and withholding statement.  If the Company or the Trustee has not received the forms set forth in Section 7.03(b)(i)  hereof, the Company or the Trustee shall withhold taxes from such payment at the applicable statutory rate and shall not be obliged to make increased payments under Section 7.03(a)  hereof until such forms or other documents are delivered.

 

(c)                                   Each Series 2000-1 Purchaser and each Series 2000-1 APA Bank that is a United States Person within the meaning of Section 7701(a)(30) of the Code shall deliver to the Master Servicer, the Company, the Trustee and the related Funding Agent two duly completed copies of the United States Internal Revenue Service Form W-9 or any successor applicable form.

 

(d)                                  The Company is not required to make any payment under Section 7.03(a)  to the extent such payment would be due as the result of the relevant Funding Agent, Series 2000-1 Purchaser, Series 2000-1 APA Bank, Series 2000-1 Acquiring Purchaser of Series 2000-1 Participant not providing the forms required by Section 7.03(b)(i) , or 7.03(b)(ii) .

 

(e)                                   If the Company makes a payment under Section 7.03(a)  (a “ Tax Payment ”) in respect of a payment to any Funding Agent, Series 2000-1 Purchaser, Series 2000-1 APA Bank, Series 2000-1 Acquiring Purchaser or Series 2000-1 Participant under this Supplement and such person determines in good faith that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a “ Tax Credit ”) which such person acting reasonably is able to identify as attributable to that Tax Payment, then provided such person has received all amounts which are then due and payable by the Company, such person shall reimburse the Company such amount as such person determines acting reasonably to be such proportion of that Tax Credit as will leave such person (after that reimbursement) in no better or worse position than it would have been in if no Tax Payment had been required.

 

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SECTION 7.04                                                               Indemnity.

 

Huntsman International and the Company jointly and severally agree to indemnify each Series 2000-1 Purchaser and each Series 2000-1 APA Bank and to hold each Series 2000-1 Purchaser and each Series 2000-1 APA Bank harmless from any loss or expense which such Series 2000-1 Purchaser or Series 2000-1 APA Bank may sustain or incur as a consequence of:

 

(a)                                   default by the Company in making a borrowing of, conversion into or continuation of a Series 2000-1 Eurodollar Tranche after the Company has given irrevocable notice requesting the same in accordance with the Section 2.05(a) ;

 

(b)                                  default by the Company in making a decrease in the Series 2000-1 Eurodollar Tranche in connection with a Series 2000-1 Decrease after the Company has given irrevocable notice thereof in accordance with the provisions of Section 2.07(a)(i) ; or

 

(c)                                   the making of a decrease of a Series 2000-1 Eurodollar Tranche prior to the termination of the Series 2000-1 Eurodollar Period for such Series 2000-1 Eurodollar Tranche.

 

Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the Series 2000-1 Eurodollar Period (or in the case of a failure to borrow, convert or continue, the Series 2000-1 Eurodollar Period that would have commenced on the date of such prepayment or of such failure) in each case at the applicable rate of interest for such Series 2000-1 Eurodollar Tranche provided for herein (excluding, however, the Series 2000-1 Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Series 2000-1 Purchaser or Series 2000-1 APA Bank) which would have accrued to such Series 2000-1 Purchaser or Series 2000-1 APA Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market; provided that any payments made by Huntsman International or the Company pursuant to this Section 7.04 shall be, without exception, due and payable from the Company and with respect to amounts owing from the Company any amounts paid pursuant hereto shall be Company Subordinated Obligations.  This covenant shall survive the termination of this Supplement and the payment of all amounts payable hereunder.  A certificate of a Series 2000-1 Purchaser or Series 2000-1 APA Bank setting forth (x) any amount that such Series 2000-1 Purchaser or Series 2000-1 APA Bank is entitled to receive pursuant to this Section 7.04 and (y) a reasonably detailed explanation of the calculation of such amount by the affected Series 2000-1 Purchaser or Series 2000-1 APA Bank, as the case may be, shall be delivered to the Company and the Master Servicer and shall be conclusive absent manifest error.

 

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