Common use of ADDITIONAL ISSUANCES OF CLASS D CERTIFICATES Clause in Contracts

ADDITIONAL ISSUANCES OF CLASS D CERTIFICATES. (a) On any day in the Revolving Period, the Trustee shall issue to the Transferor for execution, upon the Transferor's request, and the Trustee shall authenticate and deliver, in accordance with the Transferor's instructions, an additional principal amount of Class D Certificates ("Additional Class D Certificates") as provided below. (b) Additional Class D Certificates may be issued, executed and delivered upon satisfaction of the following conditions: (i) after giving effect to the issuance of such Additional Class D Certificates, the Transferor Amount shall be at least equal to the Minimum Transferor Amount and the Aggregate Principal Receivables shall be at least equal to the Minimum Aggregate Principal Receivables; (ii) the Transferor shall have given notice by 10:00 A.M., New York City time, on the date such Additional Class D Certificates are to be issued to the Trustee, the Paying Agent, the Servicer and the Collateral Indebtedness Holder of the proposed issuance of such Additional Class D Certificates; (iii) on or before the date on which such Additional Class D Certificates are issued, the Transferor shall have delivered an Opinion of Counsel addressed to the Trustee, dated the date of such issuance, to the effect that such issuance will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class with respect to which an Opinion of Counsel addressed to the Trustee was delivered at the time of their issuance that such Investor Certificates would be characterized as debt, cause the Trust to be classified, for federal income tax purposes, as an association (or publicly traded partnership) taxable as a corporation, and cause or constitute an event in which gain or loss would be recognized by any Certificateholder; and (iv) on or before the date such Additional Class D Certificates are issued, the Transferor shall deliver to the Trustee an Officer's Certificate confirming the matters set forth in clause (i) above. The Trustee may conclusively rely on such certificate, shall have no duty to make inquiries with regard to matters set forth therein and shall incur no liability in so relying; and (v) consent of the Enhancement Provider shall have been obtained (but only to the extent that the Additional Class D Certificates are issued to satisfy the Required Cash Collateral Amount provision pursuant to the Loan Agreement).

ADDITIONAL ISSUANCES OF CLASS D CERTIFICATES. (a) On any day in the Revolving Period, the Trustee shall issue to the Transferor for execution, upon the Transferor's request, and the Trustee shall authenticate and deliver, in accordance with the Transferor's instructions, an additional principal amount of Class D Certificates ("Additional Class D Certificates") as provided below.. ------------------------------- (b) Additional Class D Certificates may be issued, executed and delivered upon satisfaction of the following conditions: (i) after giving effect to the issuance of such Additional Class D Certificates, the Transferor Amount shall be at least equal to the Minimum Transferor Amount and the Aggregate Principal Receivables shall be at least equal to the Minimum Aggregate Principal Receivables; (ii) the Transferor shall have given notice by 10:00 A.M., New York City time, on the date such Additional Class D Certificates are to be issued to the Trustee, the Paying Agent, the Servicer and the Collateral Indebtedness Holder of the proposed issuance of such Additional Class D Certificates; (iii) on or before the date on which such Additional Class D Certificates are issued, the Transferor shall have delivered an Opinion of Counsel addressed to the Trustee, dated the date of such issuance, to the effect that such issuance will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class with respect to which an Opinion of Counsel addressed to the Trustee was delivered at the time of their issuance that such Investor Certificates would be characterized as debt, cause the Trust to be classified, for federal income tax purposes, as an association (or publicly traded partnership) taxable as a corporation, and cause or constitute an event in which gain or loss would be recognized by any Certificateholder; and (iv) on or before the date such Additional Class D Certificates are issued, the Transferor shall deliver to the Trustee an Officer's Certificate confirming the matters set forth in clause (i) above. The Trustee may conclusively rely on such certificate, shall have no duty to make inquiries with regard to matters set forth therein and shall incur no liability in so relying; and (v) consent of the Enhancement Provider shall have been obtained (but only to the extent that the Additional Class D Certificates are issued to satisfy the Required Cash Collateral Amount provision pursuant to the Loan Agreement).

ADDITIONAL ISSUANCES OF CLASS D CERTIFICATES. (a) On any day in the Revolving Period, the Trustee shall issue to the Transferor for execution, upon the Transferor's request, and the Trustee shall authenticate and deliver, in accordance with the Transferor's instructions, an additional principal amount of Class D Certificates ("Additional Class D Certificates") as provided below. (b) Additional Class D Certificates may be issued, executed and delivered upon satisfaction of the following conditions: (i) after giving effect to the issuance of such Additional Class D Certificates, the Transferor Amount shall be at least equal to the Minimum Transferor Amount and the Aggregate Principal Receivables shall be at least equal to the Minimum Aggregate Principal Receivables; (ii) the Transferor shall have given notice by 10:00 A.M., New York City time, on the date such Additional Class D Certificates are to be issued to the Trustee, the Paying Agent, the Servicer and the Collateral Indebtedness Holder of the proposed issuance of such Additional Class D Certificates; ; (iii) on or before the date on which such Additional Class D Certificates are issued, the Transferor shall have delivered an Opinion of Counsel addressed to the Trustee, dated the date of such issuance, to the effect that such issuance will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class with respect to which an Opinion of Counsel addressed to the Trustee was delivered at the time of their issuance that such Investor Certificates would be characterized as debt, cause the Trust to be classified, for federal income tax purposes, as an association (or publicly traded partnership) taxable as a corporation, and cause or constitute an event in which gain or loss would be recognized by any Certificateholder; and (iv) on or before the date such Additional Class D Certificates are issued, the Transferor shall deliver to the Trustee an Officer's Certificate confirming the matters set forth in clause (i) above. The Trustee may conclusively rely on such certificate, shall have no duty to make inquiries with regard to matters set forth therein and shall incur no liability in so relying; and (v) consent of the Enhancement Provider shall have been obtained (but only to the extent that the Additional Class D Certificates are issued to satisfy the Required Cash Collateral Amount provision pursuant to the Loan Agreement).