Common use of Exchanges of Exchangeable Certificates Clause in Contracts

Exchanges of Exchangeable Certificates. (a) On the Closing Date, the Upper-Tier REMIC shall issue the Class E-1 Regular Interest, Class E-2 Regular Interest, Class F-1 Regular Interest, Class F-2 Regular Interest, Class G-1 Regular Interest, Class G-2 Regular Interest, Class H-1 Regular Interest and Class H-2 Regular Interest, which shall have initial Certificate Balances as set forth in the table below. The Grantor Trust-Held Regular Interests Grantor Trust-Held Regular Interest Original Certificate Balance Class E-1 Regular Interest $9,137,500 Class E-2 Regular Interest $9,137,500 Class F-1 Regular Interest $2,665,000 Class F-2 Regular Interest $2,665,000 Class G-1 Regular Interest $5,330,000 Class G-2 Regular Interest $5,330,000 Class H-1 Regular Interest $8,376,511 Class H-2 Regular Interest $8,376,511 Groups of Exchangeable Certificates may be exchanged for the related Exchangeable Combined Certificates, and vice versa, in whole or in part in accordance with the terms of this Section 5.12(a) and the other applicable provisions of this Article V. Exchangeable Certificates and Exchangeable Combined Certificates shall at all times represent undivided beneficial ownership interests, held through the Grantor Trust, in one or more Grantor Trust-Held Regular Interests, as set forth in the table below. With respect to each Class of the Exchangeable Combined Certificates, the portion of each underlying Grantor Trust-Held Regular Interest represented by such Class of Certificates is the designated “Exchangeable Component” set forth in the table below, each of which corresponds to the underlying Grantor Trust-Held Regular Interest with the same alphanumeric designation. Components Corresponding to Exchangeable Certificates and Exchangeable Combined Certificates Class of Certificates Underlying Grantor Trust-Held Regular Interests Exchangeable Components Class E-1 Class E-1 N/A Class E-2 Class E-2 N/A Class E Class E-1 Class E-2 Class E Component E-1 Class E Component E-2 Class F-1 Class F-1 N/A Class F-2 Class F-2 N/A Class F Class F-1 Class F-2 Class F Component F-1 Class F Component F-2 Class EF Class E-1 Class E-2 Class F-1 Class F-2 Class EF Component E-1 Class EF Component E-2 Class EF Component F-1 Class EF Component F-2 Class G-1 Class G-1 N/A Class G-2 Class G-2 N/A Class G Class G-1 Class G-2 Class G Component G-1 Class G Component G-2 Class EFG Class E-1 Class E-2 Class F-1 Class F-2 Class G-1 Class G-2 Class EFG Component E-1 Class EFG Component E-2 Class EFG Component F-1 Class EFG Component F-2 Class EFG Component G-1 Class EFG Component G-2 Class H-1 Class H-1 N/A Class H-2 Class H-2 N/A Class H Class H-1 Class H-2 Class H Component H-1 Class H Component H-2 Each Class of Exchangeable Combined Certificates may be exchanged on the books of DTC for the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below, and vice versa. The percentage set forth next to each Class of Exchangeable Certificates in the table below represents the percentage of the aggregate initial Certificate Balance of all Exchangeable Certificates involved in an exchange that is represented by the initial Certificate Balance of such Class of Exchangeable Certificates that is required to be surrendered to receive the corresponding Exchangeable Combined Certificates (or that will be received if Exchangeable Combined Certificates are surrendered) (each an “Exchange Proportion”). Class of Exchangeable Combined Certificates Corresponding Classes of Exchangeable Certificates Exchange Proportion Class E Class E-1 Class E-2 50.000% 50.000% Class F Class F-1 Class F-2 50.000% 50.000% Class EF Class E-1 Class E-2 Class F-1 Class F-2 38.710% 38.710% 11.290% 11.290% Class G Class G-1 Class G-2 50.000% 50.000% Class EFG Class E-1 26.667% -367- Class E-2 Class F-1 Class F-2 Class G-1 Class G-2 26.667% 7.778% 7.778% 15.555% 15.555% Class H Class H-1 Class H-2 50.000% 50.000% Following any exchange of any Class of Exchangeable Combined Certificates for the corresponding Exchangeable Certificates, or any exchange of the specified Exchange Proportions of the Exchangeable Certificates for a Class of Exchangeable Combined Certificates, the Class Percentage Interests of the outstanding Certificate Balances of the Grantor Trust-Held Regular Interests with the same alphanumeric designation that are represented by the related Exchangeable Certificates (or related Exchangeable Components) shall be increased or decreased accordingly. As of the Closing Date, the Certificate Balance and Class Percentage Interest(s) for each Class of Exchangeable Combined Certificates and each Class of Exchangeable Certificates are as follows: Approximate Closing Date Certificate Balance of Exchangeable Certificates or Exchangeable Combination Certificates Class of Exchangeable Certificates or Exchangeable Combination Certificates Approximate Closing Date Certificate Balance Class E-1 Certificates $0 Class E-2 Certificates $0 Class E Certificates $18,275,000 Class F-1 Certificates $0 Class F-2 Certificates $0 Class F Certificates $5,330,000 Class EF Certificates $0 Class G-1 Certificates $0 Class G-2 Certificates $0 Class G Certificates $10,660,000 Class EFG Certificates $0 Class H-1 Certificates $1,524,511 Class H-2 Certificates $1,524,511 Class H Certificates $13,704,000 Closing Date Class Percentage Interests Percentage Interest Approximate Closing Date Percentage Interest Class E-1 Percentage Interest 0.0% Class E-2 Percentage Interest 0.0% Class E-E-1 Percentage Interest 100.0% Class E-E-2 Percentage Interest 100.0% Class EF-E-1 Percentage Interest 0.0% Class EF-E-2 Percentage Interest 0.0% Class EF-F-1 Percentage Interest 0.0% Class EF-F-2 Percentage Interest 0.0% Class F-1 Percentage Interest 0.0% Class F-2 Percentage Interest 0.0% Class F-F-1 Percentage Interest 100.0% Class F-F-2 Percentage Interest 100.0% Class G-1 Percentage Interest 0.0% Class G-2 Percentage Interest 0.0% Class G-G-1 Percentage Interest 100.0% Class G-G-2 Percentage Interest 100.0% Class EFG-E-1 Percentage Interest 0.0% Class EFG-E-2 Percentage Interest 0.0% Class EFG-F-1 Percentage Interest 0.0% Class EFG-F-2 Percentage Interest 0.0% Class EFG-G-1 Percentage Interest 0.0% Class EFG-G-2 Percentage Interest 0.0% Class H-1 Percentage Interest 18.199833% Class H-H-1 Percentage Interest 81.800167% Class H-2 Percentage Interest 18.199833% Class H-H-2 Percentage Interest 81.800167% There is no limit on the number of exchanges authorized under this Section 5.12(a); provided that exchanges shall no longer be permitted following the date when the then current Certificate Balance of the most senior corresponding Grantor Trust-Held Regular Interest is reduced to zero as a result of the payment in full of all interest and principal on that Grantor Trust-Held Regular Interest or the then current principal balance of the most subordinate corresponding Grantor Trust-Held Regular Interest is reduced to zero as a result of the application of Realized Losses to that Grantor Trust-Held Regular Interest. In all cases, however, an exchange may not occur if the face amount of the Certificates to be received in the exchange would not represent a minimum authorized denomination for the relevant Class as described under Section 5.01(a). In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.