Common use of COMPANY EXCHANGES Clause in Contracts

COMPANY EXCHANGES. (a) The Company may, in accordance with the procedures set forth below, call for an adjustment of the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of Investor Certificates of an Outstanding Series (or a Class thereof) and an increase in the related Series Subordinated Interest or (ii) one or more newly issued Series of Investor Certificates and the related newly created Series Subordinated Interest (a "NEW SERIES") (any such exchange, a "COMPANY EXCHANGE"). The Company may perform a Company Exchange by notifying the Trustee, in writing at least five days in advance (an "EXCHANGE NOTICE") of the date upon which the Company Exchange is to occur (an "EXCHANGE DATE"). Any Exchange Notice shall state the designation of any Series (and/or Class, if applicable) to be issued (or increased) on the Exchange Date and, with respect to each such Series (and/or Class, if applicable): (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current value of the Exchangeable Company Interest, if any, at such time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any, and (c) whether such New Series will be a companion series to an Outstanding Series as described in paragraph (d) below (an "EXISTING COMPANION SERIES"; and together with the New Series, a "COMPANION SERIES"). On the Exchange Date, the Trustee shall, upon the written order of the Company, authenticate and deliver any Certificates evidencing an increase in the Invested Amount of Investor Certificates of an Outstanding Series (or a Class thereof) or a newly issued Series only upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of an Outstanding Series (or Class thereof) of Investor Certificates unless it is so required by the related Supplement; PROVIDED that if the Certificate Rate for the new Certificates is different from the Certificate Rate applicable to the outstanding Certificates of such Series (or Class thereof) the new Certificate Rate shall be set forth in an Officer's Certificate of the Company delivered to the Trustee), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) an agreement pursuant to which the Enhancement Provider, if any, agrees to provide Enhancement, (e) an Officer's Certificate that the Exchange will not result in the occurrence of a Potential Early Amortization Event or Early Amortization Event with respect to any Outstanding Series and that all conditions precedent to the Exchange contained in the Pooling and Servicing Agreements have been complied with, and (f) written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency's reducing or withdrawing its rating on any then Outstanding Series rated by it. Upon the delivery of the items listed in clauses (a) through (f) above, the existing Exchangeable Company Interest and the applicable Series Subordinated Interests, as the case may be, shall be deemed adjusted as of the Exchange Date, and the new Series Subordinated Interests, if any, shall be deemed duly created as of the Exchange Date, in each case as provided above. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Certificates to another Person, obtain a 57 Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.

COMPANY EXCHANGES. (a) The Company may, in accordance with the procedures set forth below, call for an adjustment of the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of Investor Certificates of an Outstanding Series (or a Class thereof) and an increase in the related Series Subordinated Interest or (ii) one or more newly issued Series of Investor Certificates and the related newly created Series Subordinated Interest (a "NEW SERIESNew Series") (any such exchange, a "COMPANY EXCHANGECompany Exchange"). The Company may perform a Company Exchange by notifying the Trustee, in writing at least five days in advance (an "EXCHANGE NOTICEExchange Notice") of the date upon which the Company Exchange is to occur (an "EXCHANGE DATEExchange Date"). Any Exchange Notice shall state the designation of any Series (and/or Class, if applicable) to be issued (or increased) on the Exchange Date and, with respect to each such Series (and/or Class, if applicable): (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current value of the Exchangeable Company Interest, if any, at such time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any, and (c) whether such New Series will be a companion series to an Outstanding Series as described in paragraph (d) below (an "EXISTING COMPANION SERIESExisting Companion Series"; and together with the New Series, a "COMPANION SERIESCompanion Series"). On the Exchange Date, the Trustee shall, upon the written order of the Company, authenticate and deliver any Certificates evidencing an increase in the Invested Amount of Investor Certificates of an Outstanding Series (or a Class thereof) or a newly issued Series only upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of an Outstanding Series (or Class thereof) of Investor Certificates unless it is so required by the related Supplement; PROVIDED provided that if the Certificate Rate for the new Certificates is different from the Certificate Rate applicable to the outstanding Certificates of such Series (or Class thereof) the new Certificate Rate shall be set forth in an Officer's Certificate of the Company delivered to the Trustee), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) an agreement pursuant to which the Enhancement Provider, if any, agrees to provide Enhancement, (e) an Officer's Certificate that the Exchange will not result in the occurrence of a Potential Early Amortization Event or Early Amortization Event with respect to any Outstanding Series and that all conditions precedent to the Exchange contained in the Pooling and Servicing Agreements have been complied with, and (f) written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency's reducing or withdrawing its rating on any then Outstanding Series rated by it. Upon the delivery of the items listed in clauses (a) through (f) above, the existing Exchangeable Company Interest and the applicable Series Subordinated Interests, as the case may be, shall be deemed adjusted as of the Exchange Date, and the new Series Subordinated Interests, if any, shall be deemed duly created as of the Exchange Date, in each case as provided above. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Certificates to another Person, obtain a 57 Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.

COMPANY EXCHANGES. (a) The Company may, in accordance with the procedures set forth below, call for an adjustment of the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series (or a Class thereof) and an increase in the related Series Subordinated Interest or (ii) one or more newly issued Series of Investor Certificates and the related newly created Series Subordinated Interest (a "NEW SERIES") (any such exchange, a "COMPANY EXCHANGE"). The Company may perform a Company Exchange by notifying the Trustee, in writing at least five 30 days in advance (an "EXCHANGE NOTICE") of the date upon which the Company Exchange is to occur (an "EXCHANGE DATE"). Any Exchange Notice shall state the designation of any Series (and/or Class, if applicable) to be issued (or increasedsupplemented) on the Exchange Date and, with respect to each such Series (and/or Class, if applicable): (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current value of the Exchangeable Company Interest, if any, at such time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any, and (c) whether such New Series will be a companion series to an Outstanding Series as described in paragraph (d) below (an "EXISTING COMPANION SERIES"; and together with the New Series, a "COMPANION SERIES"). On the Exchange Date, the Trustee shall, upon the written order of the Company, authenticate and deliver any Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series (or a Class thereof) or a newly issued Series only upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Company and specifying the Principal Terms of such Series (provided PROVIDED that no such Supplement shall be required for any increase in the Invested Amount of an Outstanding Series (or a Class thereof) of Investor Certificates unless it is so required by the related Supplement; PROVIDED that if the Certificate Rate for the new Certificates is different from the Certificate Rate applicable to the outstanding Certificates of such Series (or Class thereof) the new Certificate Rate shall be set forth in an Officer's Certificate of the Company delivered to the Trustee), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, Trust and (d) an agreement pursuant to which the Enhancement Provider, if any, agrees to provide Enhancement, (e) an Officer's Certificate that the Exchange will not result in the occurrence of a Potential Early Amortization Event or Early Amortization Event with respect to any Outstanding Series and that all conditions precedent to the Exchange contained in the Pooling and Servicing Agreements have been complied with, and (f) written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency's reducing or withdrawing its rating on any then Outstanding Series rated by it. Upon the delivery of the items listed in clauses (a) through (fd) above, the existing Exchangeable Company Interest and the applicable Series Subordinated Interests, as the case may be, shall be deemed adjusted as cancelled, the Trustee shall issue the applicable Series of Investor Certificates, dated the Exchange Date, and the new applicable Series Subordinated Interests, if any, Interests and the new Exchangeable Company Interest shall be deemed duly created as of the Exchange Datecreated, in each case as provided above. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Certificates to another Person, obtain a 57 Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.

COMPANY EXCHANGES. (a) The Company may, in accordance with the procedures set forth below, call for an adjustment of the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series (or a Class thereof) and an increase in the related Series Subordinated Interest or (ii) one or more newly issued Series of Investor Certificates and the related newly created Series Subordinated Interest (a "NEW SERIES") (any such exchange, a "COMPANY EXCHANGE"). The Company may perform a Company Exchange by notifying the Trustee, in writing at least five 30 days in advance (an "EXCHANGE NOTICE") of the date upon which the Company Exchange is to occur (an "EXCHANGE DATE"). Any Exchange Notice shall state the designation of any Series (and/or Class, if applicable) to be issued (or increasedsupplemented) on the Exchange Date and, with respect to each such Series (and/or Class, if applicable): (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current value of the Exchangeable Company Interest, if any, at such time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any, and (c) whether such New Series will be a companion series to an Outstanding Series as described in paragraph (d) below (an "EXISTING COMPANION SERIES"; and together with the New Series, a "COMPANION SERIES"). On the Exchange Date, the Trustee shall, upon the written order of the Company, authenticate and deliver any Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series (or a Class thereof) or a newly issued Series only upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Company and specifying the Principal Terms of such Series (provided PROVIDED that no 75 such Supplement shall be required for any increase in the Invested Amount of an Outstanding Series (or a Class thereof) of Investor Certificates unless it is so required by the related Supplement; PROVIDED that if the Certificate Rate for the new Certificates is different from the Certificate Rate applicable to the outstanding Certificates of such Series (or Class thereof) the new Certificate Rate shall be set forth in an Officer's Certificate of the Company delivered to the Trustee), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, Trust and (d) an agreement pursuant to which the Enhancement Provider, if any, agrees to provide Enhancement, (e) an Officer's Certificate that the Exchange will not result in the occurrence of a Potential Early Amortization Event or Early Amortization Event with respect to any Outstanding Series and that all conditions precedent to the Exchange contained in the Pooling and Servicing Agreements have been complied with, and (f) written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency's reducing or withdrawing its rating on any then Outstanding Series rated by it. Upon the delivery of the items listed in clauses (a) through (fd) above, the existing Exchangeable Company Interest and the applicable Series Subordinated Interests, as the case may be, shall be deemed adjusted as cancelled, the Trustee shall issue the applicable Series of Investor Certificates, dated the Exchange Date, and the new applicable Series Subordinated Interests, if any, Interests and the new Exchangeable Company Interest shall be deemed duly created as of the Exchange Datecreated, in each case as provided above. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Certificates to another Person, obtain a 57 Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.

COMPANY EXCHANGES. (a) The Company may, in accordance with the procedures set forth below, call for an adjustment of the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series (or a Class thereof) and an increase in the related Series Subordinated Interest or (ii) one or more newly issued Series of Investor Certificates and the related newly created Series Subordinated Interest (a "NEW SERIES") (any such exchange, a "COMPANY EXCHANGE"). The Company may perform a Company Exchange by notifying the Trustee, in writing at least five 30 days in advance (an "EXCHANGE NOTICE") of the date upon which the Company Exchange is to occur (an "EXCHANGE DATE"). Any Exchange Notice shall state the designation of any Series (and/or Class, if applicable) to be issued (or increasedsupplemented) on the Exchange Date and, with respect to each such Series (and/or Class, if applicable): (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current value of the Exchangeable Company Interest, if any, at such time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any, and (c) whether such New Series will be a companion series to an Outstanding Series as described in paragraph (d) below (an "EXISTING COMPANION SERIES"; and together with the New Series, a "COMPANION SERIES"). On the Exchange Date, the Trustee shall, upon the written order of the Company, authenticate and deliver any Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series (or a Class thereof) or a newly issued Series only upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of an Outstanding Series (or a Class thereof) of Investor Certificates unless it is so required by the related Supplement; PROVIDED that if the Certificate Rate for the new Certificates is different from the Certificate Rate applicable to the outstanding Certificates of such Series (or Class thereof) the new Certificate Rate shall be set forth in an Officer's Certificate of the Company delivered to the Trustee), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, Trust and (d) an agreement pursuant to which the Enhancement Provider, if any, agrees to provide Enhancement, (e) an Officer's Certificate that the Exchange will not result in the occurrence of a Potential Early Amortization Event or Early Amortization Event with respect to any Outstanding Series and that all conditions precedent to the Exchange contained in the Pooling and Servicing Agreements have been complied with, and (f) written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency's reducing or withdrawing its rating on any then Outstanding Series rated by it. Upon the delivery of the items listed in clauses (a) through (fd) above, the existing Exchangeable Company Interest and the applicable Series Subordinated Interests, as the case may be, shall be deemed adjusted as cancelled, the Trustee shall issue the applicable Series of Investor Certificates, dated the Exchange Date, and the new applicable Series Subordinated Interests, if any, Interests and the new Exchangeable Company Interest shall be deemed duly created as of the Exchange Datecreated, in each case as provided above. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Certificates to another Person, obtain a 57 Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.

COMPANY EXCHANGES. (a) The Company may, in accordance with the procedures set forth below, call for an adjustment of the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series (or a Class thereof) and an increase in the related Series Subordinated Interest or (ii) one or more newly issued Series of Investor Certificates and the related newly created Series Subordinated Interest (a "NEW SERIES") (any such exchange, a "COMPANY EXCHANGE"). The Company may perform a Company Exchange by notifying the Trustee, in writing at least five six days in advance (an "EXCHANGE NOTICE") of the date upon which the Company Exchange is to occur (an "EXCHANGE DATE"). Any Exchange Notice shall state the designation of any Series (and/or Class, if applicable) to be issued (or increasedsupplemented) on the Exchange Date and, with respect to each such Series (and/or Class, if applicable): (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current value of the Exchangeable Company Interest, if any, at such time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any, and (c) whether such New Series will be a companion series to an Outstanding Series as described in paragraph (d) below (an "EXISTING COMPANION SERIES"; and together with the New Series, a "COMPANION SERIES"). On the Exchange Date, the Trustee shall, upon the written order of the Company, authenticate and deliver any Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series (or a Class thereof) or a newly issued Series only upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of an Outstanding Series (or a Class thereof) of Investor Certificates unless it is so required by the related Supplement; PROVIDED that if the Certificate Rate for the new Certificates is different from the Certificate Rate applicable to the outstanding Certificates of such Series (or Class thereof) the new Certificate Rate shall be set forth in an Officer's Certificate of the Company delivered to the Trustee), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, Trust and (d) an agreement pursuant to which the Enhancement Provider, if any, agrees to provide Enhancement, (e) an Officer's Certificate that the Exchange will not result in the occurrence of a Potential Early Amortization Event or Early Amortization Event with respect to any Outstanding Series and that all conditions precedent to the Exchange contained in the Pooling and Servicing Agreements have been complied with, and (f) written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency's reducing or withdrawing its rating on any then Outstanding Series rated by it. Upon the delivery of the items listed in clauses (a) through (fd) above, the existing Exchangeable Company Interest and the applicable Series Subordinated Interests, as the case may be, shall be deemed adjusted as cancelled, the Trustee shall issue the applicable Series of Investor Certificates, dated the Exchange Date, and the new applicable Series Subordinated Interests, if any, Interests and the new Exchangeable Company Interest shall be deemed duly created as of the Exchange Datecreated, in each case as provided above. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Certificates to another Person, obtain a 57 Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.