Common use of Issuance of Additional Certificates Clause in Contracts

Issuance of Additional Certificates. (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates of each Class (all such additional certificates, the "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount for each Class shall be increased proportionally to reflect the additional amounts represented by the Additional Certificates. (b) Additional Certificates shall only be issued upon satisfaction of all of the following conditions: (i) On or before the fifth Business Day immediately preceding the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Issuance of Additional Certificates. (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates of each Class (all such additional certificates, the "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount for each Class shall be --- ---- increased proportionally to reflect the additional amounts represented by the Additional Certificates. (b) Additional Certificates shall only be issued upon satisfaction of all of the following conditions: (i) On or before the fifth Business Day immediately preceding the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Issuance of Additional Certificates. (a) During If the Revolving PeriodTerms Schedule specifies that "Issuance of Additional Certificates" applies, the Transferor mayDepositor may at any time, subject to paragraph (b) below and upon no less than five days' prior notice to the Trustee, deposit additional Securities into the Trust. In exchange for such additional Securities, the Depositor shall receive additional Certificates of the relevant Class in its discretion an aggregate principal or notional amount equal to the product of (i) the Principal Balance (or Notional Amount, as applicable) of such Class as of the Closing Date multiplied by (ii) the ratio of (A) the aggregate principal amount of additional Securities then deposited into the Trust to (B) the aggregate principal amount of Securities deposited into the Trust on the Closing Date; provided that the aggregate 17 26 principal or notional amount of any such additional issuance of Certificates shall be in the minimum denominations specified in the Terms Schedule. Any such additional Securities shall be deposited, and any such additional Certificates shall be issued, with accrued interest thereon from the Closing Date. Upon any such deposit of additional Securities and issuance of additional Certificate, (i) the additional Securities shall constitute a part of the Trust Property, (ii) the additional Certificates shall represent undivided fractional interests in the Trust Property entitled to the same rights and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor same provisions as all previously issued Certificates of each the same Class and (all iii) the Principal Balance (or Notional Amount, as applicable) of such Class shall include such additional certificates, the "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts provisions of all Classes Articles II and V relating to deposit of Investor Securities and issuance of Certificates shall be increased pro rata. The Controlled Accumulation Amount for each Class shall be increased proportionally apply mutatis mutandis to reflect the any such deposit of additional amounts represented by the Additional Securities and issuance of additional Certificates. (b) Additional Any deposit of additional Securities and issuance of additional Certificates of any Class pursuant to paragraph (a) above shall only be issued upon satisfaction of all of the following conditions: subject to: (i) On or before a corresponding increase in any rights the fifth Business Day immediately preceding Trust may have under the date on which the Additional Certificates are to be issuedSwap Agreement, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder any Swap Guarantee and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional CertificatesCredit Support, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied each case with respect to such issuance; (v) The Transferor shall have delivered Class, which increase may be effected by amendments to the Trustee an Officer's Certificate dated existing Swap Agreement, Swap Guarantee and Credit Support documentation or by the execution of one or more additional Swap Agreements, Swap Guarantees and Credit Support documents in substantially the same form as the existing Swap Agreement, Swap Guarantee and Credit Support document, as the case may be; and (ii) satisfaction of the Additional Certificate DateRating Agency Condition. Notwithstanding the foregoing, stating that the Transferor reasonably believes that Trust shall not, except with the consent of all Certificateholders, issue any additional Certificates if such issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As would alter the classification of the Additional Certificate Date, the amount of Investor Charge-Offs Trust for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.U.S. federal income tax purposes Article III

Issuance of Additional Certificates. So long as the Conditional Purchase Agreement is in effect and no Event of Default shall have occurred and be continuing thereunder or hereunder, Additional Certificates in addition to the Certificates may be issued from time to time under and secured by this Trust Agreement, subject to the conditions hereinafter provided in this section, for the purpose of providing additional funds necessary (a) During to acquire or renovate the Revolving PeriodEquipment for which the Certificates shall have theretofore been issued, the Transferor may, in its discretion and subject to the terms of subsection (b) belowto pay all or a portion of the costs of repairing or restoring any damage to or destruction to the Equipment, request and (c) to refund or advance refund any Outstanding Certificates. The authority to issue Additional Certificates shall include the authority to issue Additional Certificates in order to obtain funds to pay the costs to be incurred in connection with the issuance of any Certificates. Each series of Additional Certificates shall be issued in such principal amount, mature on such dates, bear interest at such rates and have such provisions for redemption and other terms and conditions not inconsistent with this Trust Agreement as shall be specified in a Supplemental Trust Agreement authorizing such Additional Certificates. Additional Certificates shall not bear interest at a variable rate. Prior to the issuance of each series of Additional Certificates and the execution and delivery of a Supplemental Trust Agreement in connection therewith, the State and the Seller, or its assignee, shall enter into an amendment to the Conditional Purchase Agreement which shall provide among other things that, with the consent of the State, the Purchase Price and the Purchase Installments shall be increased and computed so as to amortize in full the principal of and interest on such Additional Certificates and any other costs in connection therewith. Each series of Additional Certificates shall be authenticated in the form and manner set forth in this Trust Agreement, shall be deposited with the Trustee and thereupon shall be authenticated by the Trustee. Upon payment of the proceeds of sale of such series of Additional Certificates, including the interest, if any, accrued on such series of Additional Certificates to the date of delivery, such Additional Certificates shall be delivered by the Trustee to or upon the order of the purchasers thereof, but only upon receipt by the Trustee of: (a) a written request from a State Representative to issue additional Investor Certificates such series of each Class (all such additional certificates, the "Additional Certificates") in an amount , providing for the terms thereof and on providing for the date (sale thereof to the "Additional Certificate Date") determined by purchaser or purchasers thereof and further authorizing the Transferor. Upon issuance, execution and delivery of the Additional Certificates will be identical in all respects (except that supplement to or modification or amendment of the principal amount of Conditional Purchase Agreement and this Trust Agreement required to provide for such Additional Certificates may be different) to the Investor Certificates currently outstanding thereunder and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount for each Class shall be increased proportionally to reflect the additional amounts represented by the Additional Certificates.hereunder; (b) original, executed counterparts of such Supplemental Trust Agreement and such amendment to the Conditional Purchase Agreement; (c) a request and authorization to the Trustee on behalf of the State to authenticate and deliver such Additional Certificates shall only to the purchaser or purchasers therein identified upon payment to the Trustee of a sum specified in such request and authorization, plus any accrued interest on such Additional Certificates to the date of such delivery, the proceeds of such payment to be issued upon satisfaction deposited as provided in such Supplemental Trust Agreement; (d) a written opinion of all Bond Counsel, which may rely on the opinion of other counsel and which may be, without limitation, counsel to the following conditions: Trustee or the State as to the matters set forth in clause (ii) below, to the effect that (i) On or before the fifth Business Day immediately preceding the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will has been duly authorized, (ii) such Supplemental Trust Agreement and such amendments to the Conditional Purchase Agreement have been duly authorized, executed and delivered between the parties thereto and constitute valid and binding obligations of such parties and (iii) as to such other matters as may reasonably be requested by the Trustee; and (f) a written report of each Rating Agency then maintaining a rating on Outstanding Certificates and Additional Certificates (if any such rating is then maintained) that the rating to be assigned to such Additional Certificates is not lower than the rating then maintained by such rating agency on the Certificates and Additional Certificates. Subject to the provisions of the Supplemental Trust Agreement under which Additional Certificates are issued, Additional Certificates: (1) shall be dated, shall bear interest at such rate or rates, shall be payable and shall mature by their terms at such time or times as may be determined by the State; (2) shall be payable as to principal, redemption premium, if applicable, and interest at such place or places as the State may determine in any coin or currency of the United States of America which, at the time of payment, shall be legal tender for the payment of public and private debts; (3) shall have a material adverse effect on such particular designations added to their title as the State may determine and shall be in such form and denominations as may be determined by the State; (4) may be limited as to the maximum principal amount thereof which may be authenticated by the Trustee and delivered or which may be at any outstanding Class time outstanding, and an appropriate insertion in respect of Investor such limitation may, but need not, be made in the Additional Certificates; (vi5) As may contain provisions for the redemption thereof at such redemption price or prices, at such time or times, upon such notice, in such manner and upon such other terms and conditions, as may be determined by the State and permitted by applicable law; (6) may have mandatory redemption provisions requiring payments for sinking fund installments in such amounts, at such time or times, in such manner and upon such terms and conditions, not inconsistent with the provisions of this Trust Agreement, as may be determined by the Additional Certificate DateState; (7) may contain such provisions with respect to acceleration of maturity on the happening of specified events, not contrary to the amount provisions of Investor Charge-Offs for all Classes of Investor Certificates shall be zerothis Trust Agreement; and (vii) The Transferor shall have delivered 8) may contain such other additional terms and conditions, not contrary to the Trustee a Tax Opinion with respect to such issuanceprovisions of this Trust Agreement, as may be determined by the State.

Issuance of Additional Certificates. (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates of each Class (all such additional certificates, the "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled --- ---- Accumulation Amount for each Class shall be increased proportionally to reflect the additional amounts represented by the Additional Certificates. (b) Additional Certificates shall only be issued upon satisfaction of all of the following conditions: (i) On or before the fifth Business Day immediately preceding the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Issuance of Additional Certificates. (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates of each Class (all such additional certificates, the "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount --- ---- for each Class shall be increased proportionally to reflect the additional amounts represented by the Additional Certificates. (b) Additional Certificates shall only be issued upon satisfaction of all of the following conditions: (i) On or before the fifth Business Day immediately preceding the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Issuance of Additional Certificates. (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates of each Class (all such additional certificates, the 47 "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount --- ---- for each Class shall be increased proportionally to reflect the additional amounts represented by the Additional Certificates. (b) Additional Certificates shall only be issued upon satisfaction of all of the following conditions: (i) On or before the fifth Business Day immediately preceding the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Issuance of Additional Certificates. (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates of each Class (all such additional certificates, the "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount for --- ---- each Class shall be increased proportionally to reflect the additional amounts represented by the Additional Certificates. (b) Additional Certificates shall only be issued upon satisfaction of all of the following conditions: (i) On or before the fifth Business Day immediately preceding the date on which the Additional Certificates Certifi- xxxxx are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Issuance of Additional Certificates. (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates Certifi xxxxx of each Class (all such additional certificates, the "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount for each Class shall be increased proportionally to reflect the additional amounts represented by the Additional Certificates. (b) Additional Certificates shall only be issued upon satisfaction of all of the following conditions: (i) On or before the fifth Business Day immediately imme diately preceding the date on which the Additional Certificates Certifi xxxxx are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence evi dence of the proportional increase in the Collateral Interest Inter est to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Issuance of Additional Certificates. (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates of each Class (all such additional certificates, the "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount for each Class shall be increased proportionally to reflect the additional amounts represented by the Additional Certificates. (b) Additional Certificates shall only be issued upon satisfaction of all of the following conditions: (i) On or before the fifth Business Day immediately preceding the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder Class B Certificateholder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Class B Investor Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Issuance of Additional Certificates. (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates of each Class (all such additional certificates, the "Additional Certificates") in an amount and on the date (the "Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount of such Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount for each Class shall be increased proportionally to reflect the additional amounts represented by the Additional Certificates. (b) Additional Certificates shall only be issued upon satisfaction of all of the following conditions: (i) On or before the fifth Business Day immediately imme diately preceding the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder and the Rating Agencies of such issuance and the date upon which it is to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zero; and (vii) The Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance.

Issuance of Additional Certificates. (a) During Subject to, and in compliance with, all of the Revolving Periodterms and conditions of this Article II, except as expressly modified by the provisions of this Section 2.15, and upon the written request of the Company in the form attached as Exhibit 2.1, the Transferor may, in its discretion Trustee is authorized to execute and subject to the terms of subsection (b) below, request the Trustee to issue additional Investor Certificates of each Class (all such additional certificates, the deliver "Additional Certificates") in an amount and , which shall be payable from ESPC Task Order Payments on a pari passu basis with all Certificates originally issued under this Trust Agreement on the Closing Date, and which shall be entitled to all of the benefits hereof and the security interests in the Pledged Property provided hereunder, all on an equal priority basis with all other Certificates Outstanding hereunder. Additional Certificates shall be dated the date (the "on which such Additional Certificate Date") determined Certificates are executed by the Transferor. Upon issuanceTrustee, and shall be delivered in denominations of $100,000 and any $1,000 multiples in excess thereof; provided, however, that if the total authorized Principal amount of the Additional Certificates will be identical in all respects (except that is $100,000 or less, then, the principal amount of such Trustee shall issue only a single Additional Certificates may be different) to the Investor Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Series Supplement and the Pooling and Servicing Agreement. The outstanding principal amounts of all Classes of Investor Certificates shall be increased pro rata. The Controlled Accumulation Amount for each Class shall be increased proportionally to reflect the additional amounts represented by the Additional CertificatesCertificate. (b) Additional Certificates shall only may be issued issued, either (i) to finance facilities necessary to complete the construction and placement into operation of the ESPC Project, or (ii) to finance extraordinary capital repairs or replacements necessary to maintain or restore the ESPC Project in/to service, or (iii) to finance the installation, operation and maintenance by the Company of additional Energy Cost Savings Measures as part of the ESPC Project, upon satisfaction the request and with the approval of all the Government, in each of the foregoing cases, subject to fulfillment of the following conditions: (iA) On The Company shall certify in an Authorized Officer's certificate to the Trustee, which shall be confirmed in a certificate of the Independent Engineer, that the proceeds of such Additional Certificates are necessary and would reasonably be expected to be sufficient either, to complete construction of the ESPC Project, or before to maintain or restore the fifth Business Day immediately preceding ESPC Project in/to service, or to finance the installation, operation and maintenance by the Company of additional Energy Cost Savings Measures, as the case may be; (B) Either: (1) the Company shall certify in an Authorized Officer's certificate that it has obtained from the Government, and delivered to the Trustee, a modification to the Task Order increasing the amount of the monthly ESPC Task Order Payment, by means of an increase in the monthly fixed Amortization Payment and PIAC thereon (as such terms are used and defined in the ESPC Contract and ESPC Task Order), in an amount sufficient to maintain a minimum projected debt service coverage equal to 1.19 times during the remaining term of the Certificates, including the Additional Certificates proposed for issuance; or (2) in the absence of a Task Order modification satisfying the requirements set forth in the foregoing clause (1) of this Section 2.15(b)(B), the issuance of Additional Certificates shall be approved by a majority in aggregate Principal amount of the Certificates then Outstanding; (C) The Company shall certify in an Authorized Officer's certificate to the Trustee that, after giving effect to the issuance of the Additional Certificates, no Event of Default shall have occurred which shall be continuing; (D) The Additional Certificates shall have a final maturity date not later than the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the Trustee, the Servicer, the Collateral Interest Holder ESPC Contract and the Rating Agencies of such issuance and the date upon which it is ESPC Task Order are scheduled to occur; (ii) After giving effect to the Additional Certificates, the total amount of Principal Receivables in the Trust shall be greater than or equal to the Minimum Aggregate Principal Receivables; (iii) The Transferor shall have delivered evidence of the proportional increase in the Collateral Interest to the Trustee and the Rating Agencies; (iv) On or before the Additional Certificate Date, the Trustee shall have been provided evidence that the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) The Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably believes that the issuance of such Additional Certificates will not have a material adverse effect on any outstanding Class of Investor Certificates; (vi) As of the Additional Certificate Date, the amount of Investor Charge-Offs for all Classes of Investor Certificates shall be zeroexpire; and (viiE) The Transferor Trustee shall have delivered received an Opinion of Counsel to the Trustee a Tax Opinion with respect to such issuanceeffect that there will be no resulting adverse effect on the fixed investment trust status of the Trust created hereby for federal income tax purposes.