Common use of Sale of Additional Term Certificates Clause in Contracts

Sale of Additional Term Certificates. (a) The Company may, upon written notice to the Trustee, the Master Servicer and the Term Certificateholders and upon satisfaction of each of the conditions set forth in subsection (b) of this Section 2.06, direct the Trustee in writing to issue on the following Payment Date (each such date a "Subsequent Issuance Date") additional Class A Certificates, identical in all respects to the existing Class A Certificates, in an aggregate principal amount specified by the Company (pro rata based on the initial invested amount of each Class) (except that the Certificate Rate applicable to such additional Class A Certificates may differ from the Certificate Rate applicable to existing Class A Certificates; provided that the Series 1994-2 Target Receivables Amount does not exceed the Series 1994-2 Allocated Receivables Amount, after giving effect to any increase in the Invested Amount on such Subsequent Issuance Date. The Company may arrange for the sale of such additional Class A Certificates, pursuant to a private placement or any other sale arrangement; provided that the Company agrees that it shall first offer to the existing Term Certificateholders the opportunity to purchase such additional Class A Certificates on substantially the same terms and conditions that such additional Class A Certificates are to be offered to other purchasers. If existing Class A Certificateholders elect not to purchase all such additional Class A Certificates within 10 Business Days following their receipt of a written offer therefor (which written offer is accompanied by information sufficient to enable a prudent investor to make such purchase) the Company may proceed with its arrangements to sell all such additional Class A Certificates to any other eligible purchasers. In the event that the existing Class A Certificateholders subscribe to purchase more additional Class A Certificates than are being offered by the Company at such time, then each such existing Class A Certificateholder shall be entitled to purchase a pro rata portion of such additional Class A Certificates based on the aggregate principal amount of Class A Certificates then held by such holder. On each Subsequent Issuance Date, if any, the Series 1994-2 Invested Amount (and each other amount set forth herein, the calculation of which is based on such amount) shall be recalculated by the Company to include the additional initial invested amounts with respect to the Class A Certificates issued on such date. (b) On the Subsequent Issuance Date, the Trustee shall only authenticate and deliver any additional Class A Certificates, upon satisfaction of the following on or prior to such Subsequent Issuance Date: (i) the Rating Agencies shall have been notified by the Company of the proposed issuance of additional Class A Certificates at least 10 days prior to the proposed Subsequent Issuance Date, each Rating Agency shall have issued a rating (as confirmed in a letter delivered to the Trustee) on the additional Class A Certificates that is equivalent to the rating issued by such Rating Agency on the Issuance Date and the Rating Agency Condition shall have been satisfied on or prior to such Subsequent Issuance Date; (ii) the Trustee shall have received an Officer's Certificate certifying that no Early Amortization Event or Potential Early Amortization Event shall have occurred and be continuing with respect to Series 1994-2 or would occur as a result of such issuance upon which the Trustee may conclusively rely; (iii) a Tax Opinion (including the opinion set forth in clause (a)(ii) of the definition thereof) addressed to the Trust and the Trustee shall have been delivered to the Trustee (the costs and expenses associated with such opinion shall constitute Program Costs); and (iv) an Opinion of Counsel addressed to the Trust and the Trustee shall have been delivered to the Trustee stating that all of the conditions to the issuance of such additional Class A Certificates shall have been satisfied (the costs and expenses associated with such opinion shall constitute Program Costs). (c) On each Subsequent Issuance Date, the Company in a written order shall direct the Trustee to authenticate and deliver additional Class A Certificates in accordance with Section 2.03.

Sale of Additional Term Certificates. (a) The Company may, upon written notice to the Trustee, the Master Servicer and the Term Certificateholders and upon satisfaction of each of the conditions set forth in subsection (b2.7(b), as well as the applicable conditions to such issuance set forth in subsection 5.10(b) of this Section 2.06the Agreement, direct the Trustee in writing to issue on the following Payment Distribution Date (each such date a "Subsequent Issuance Date") additional Class A Certificates, Certificates and Class B Certificates identical in all respects to the existing Class A Certificates, in an aggregate principal amount specified by the Company (pro rata based on the initial invested amount of each Class) Certificates and Class B Certificates (except that the Certificate Rate applicable to such additional Class A Certificates and Class B Certificates, as the case may be, may differ from the Certificate Rate applicable to such existing Class A Certificates or Class B Certificates, as the case may be) in an aggregate principal amount and in such names and denominations as specified by the Company in accordance with subsection 2.7(c) below; provided that the Series 19942001-2 1 Target Receivables Amount does shall not exceed the Series 19942001-2 1 Allocated Receivables Amount, Amount after giving effect to any increase in the Invested Amount on such Subsequent Issuance Date; provided further that the principal amount of the Class A Certificates and the Class B Certificates issued in any such additional issuance shall be issued in such proportion that would cause, after giving effect to such issuance, the Class B Invested Amount to be no less than the same percentage of the Series 2001-1 Invested Amount as the Class B Initial Invested Amount was of the Series 2001-1 Initial Invested Amount. The Company may arrange for the sale of such additional Class A Certificates, Certificates and Class B Certificates pursuant to a private placement or any other sale arrangement; provided that the Company agrees that it shall first offer to the existing Term Certificateholders the opportunity to purchase such additional Class A Certificates on substantially the same terms and conditions that such additional Class A Certificates are to be offered to other purchasers. If existing Class A Certificateholders elect not to purchase all such additional Class A Certificates within 10 Business Days following their receipt of a written offer therefor (which written offer is accompanied by information sufficient to enable a prudent investor to make such purchase) the Company may proceed with its arrangements to sell all such additional Class A Certificates to any other eligible purchasers. In the event that the existing Class A Certificateholders subscribe to purchase more additional Class A Certificates than are being offered by the Company at such time, then each such existing Class A Certificateholder shall be entitled to purchase a pro rata portion of such additional Class A Certificates based on the aggregate principal amount of Class A Certificates then held by such holder. On each Subsequent Issuance Date, if any, the Series 19942001-2 1 Invested Amount, the Class A Invested Amount and the Class B Invested Amount (and each other amount set forth herein, the calculation of which is based on such amount) shall be recalculated by the Company Master Servicer to include the additional initial invested amounts Invested Amounts with respect to the Class A Certificates and Class B Certificates issued on such date. (b) On the any Subsequent Issuance Date, the Trustee shall only authenticate and deliver any additional Class A Certificates, Certificates and Class B Certificates upon satisfaction of the following conditions on or prior to such Subsequent Issuance Date: (i) the Rating Agencies shall have been notified by the Company of the proposed issuance of additional Class A and Class B Certificates at least 10 days prior to the proposed Subsequent Issuance Date, Date and each Rating Agency shall have issued a rating (as confirmed in a letter delivered to the Trustee) on the additional Class A and Class B Certificates that is equivalent to the that rating issued by such Rating Agency on the Issuance Date and the Rating Agency Condition shall have been satisfied on or prior to such Subsequent Initial Issuance Date; (ii) the Trustee shall have received an Officer's Certificate certifying that no Early Amortization Event or Potential Early Amortization Event shall have occurred and be continuing with respect to Series 19942001-2 1 or would occur as a result of such issuance upon which the Trustee may conclusively rely;issuance; and (iii) a Tax Opinion (including the opinion set forth in clause (a)(ii) an Officer's Certificate of the definition thereof) Company (supported as to legal matters by an Opinion of Counsel (addressed to the Trust and the Trustee Trustee) with respect to any question of law) shall have been delivered to the Trustee (the costs and expenses associated with such opinion shall constitute Program Costs); and (ivA) an Opinion of Counsel addressed to the Trust and the Trustee shall have been delivered to the Trustee stating that all of the conditions (including, without limitation, any applicable conditions set forth in the Agreement) to the issuance of such additional Class A and Class B Certificates (including the designation of the applicable Certificate Rates for such additional Class A and Class B Certificates) shall have been satisfied satisfied; and (B) setting forth the costs and expenses associated with such opinion shall constitute Program Costscalculations required by Section 2.7(a). (c) On each Subsequent Issuance Date, the Company in a written order shall sign, on behalf of the Trust, and shall direct the Trustee in a written communication signed by a Responsible Officer to duly authenticate, and the Trustee, upon receiving such direction, shall so authenticate and deliver the related additional Class A Term Certificates in such names and such denominations and deliver such additional Term Certificates in accordance with such written directions and Section 2.032.3.

Sale of Additional Term Certificates. (a) The Company may, upon written notice to the Trustee, the Master Servicer and the Term Certificateholders and upon satisfaction of each of the conditions set forth in subsection (b) of this Section 2.06, direct the Trustee in writing to issue on the following Payment Date (each such date a "Subsequent Issuance Date") additional Class A Certificates, identical in all respects to the existing Class A Certificates, in an aggregate principal amount specified by the Company (pro rata based on the initial invested amount of each Class) (except that the Certificate Rate applicable to such additional Class A Certificates may differ from the Certificate Rate applicable to existing Class A Certificates; provided that the Series 19941993-2 Target Receivables Amount does not exceed the Series 19941993-2 Allocated Receivables Amount, after giving effect to any increase in the Invested Amount on such Subsequent Issuance Date. The Company may arrange for the sale of such additional Class A Certificates, pursuant to a private placement or any other sale arrangement; provided that the Company agrees that it shall first offer to the existing Term Certificateholders the opportunity to purchase such additional Class A Certificates on substantially the same terms and conditions that such additional Class A Certificates are to be offered to other purchasers. If existing Class A Certificateholders elect not to purchase all such additional Class A Certificates within 10 Business Days following their receipt of a written offer therefor (which written offer is accompanied by information sufficient to enable a prudent investor to make such purchase) the Company may proceed with its arrangements to sell all such additional Class A Certificates to any other eligible purchasers. In the event that the existing Class A Certificateholders subscribe to purchase more additional Class A Certificates than are being offered by the Company at such time, then each such existing Class A Certificateholder shall be entitled to purchase a pro rata portion of such additional Class A Certificates based on the aggregate principal amount of Class A Certificates then held by such holder. On each Subsequent Issuance Date, if any, the Series 19941993-2 Invested Amount (and each other amount set forth herein, the calculation of which is based on such amount) shall be recalculated by the Company to include the additional initial invested amounts with respect to the Class A Certificates issued on such date. (b) On the Subsequent Issuance Date, the Trustee shall only authenticate and deliver any additional Class A Certificates, upon satisfaction of the following on or prior to such Subsequent Issuance Date: (i) the Rating Agencies shall have been notified by the Company of the proposed issuance of additional Class A Certificates at least 10 days prior to the proposed Subsequent Issuance Date, each Rating Agency shall have issued a rating (as confirmed in a letter delivered to the Trustee) on the additional Class A Certificates that is equivalent to the rating issued by such Rating Agency on the Issuance Date and the Rating Agency Condition shall have been satisfied on or prior to such Subsequent Issuance Date; (ii) the Trustee shall have received an Officer's Certificate certifying that no Early Amortization Event or Potential Early Amortization Event shall have occurred and be continuing with respect to Series 1994-2 or would occur as a result of such issuance upon which the Trustee may conclusively rely; (iii) a Tax Opinion (including the opinion set forth in clause (a)(ii) of the definition thereof) addressed to the Trust and the Trustee shall have been delivered to the Trustee (the costs and expenses associated with such opinion shall constitute Program Costs); and (iv) an Opinion of Counsel addressed to the Trust and the Trustee shall have been delivered to the Trustee stating that all of the conditions to the issuance of such additional Class A Certificates shall have been satisfied (the costs and expenses associated with such opinion shall constitute Program Costs). (c) On each Subsequent Issuance Date, the Company in a written order shall direct the Trustee to authenticate and deliver additional Class A Certificates in accordance with Section 2.03.

Sale of Additional Term Certificates. (a) The Company may, upon written notice to the Trustee, the Master Servicer and the Term Certificateholders and upon satisfaction of each of the conditions set forth in subsection (b) of this Section 2.062.7 and Section 5.10 of the Agreement, direct the Trustee in writing to issue on the following Payment Distribution Date (each such date a "Subsequent Issuance DateSUBSEQUENT ISSUANCE DATE") additional Class A Certificates and Class B Certificates, identical in all respects to the existing Class A Certificates, in an aggregate principal amount specified by the Company (pro rata based on the initial invested amount of each Class) Certificates and Class B Certificates (except that the Certificate Rate applicable to such additional Class A Certificates or Class B Certificates, as the case may be, may differ from the Certificate Rate applicable to such existing Class A Certificates or Class B Certificates, as the case may be) in an aggregate principal amount and in such names and denominations as specified by the Company in accordance with subsection 2.7(c) below; provided PROVIDED that the Series 19941998-2 1 Target Receivables Amount does shall not exceed the Series 19941998-2 1 Allocated Receivables Amount, Amount after giving effect to any increase in the Invested Amount on such Subsequent Issuance Date; PROVIDED FURTHER that the principal amount of the Class A Certificates and the Class B Certificates issued in any such additional issuance shall be issued in such proportion that would cause, after giving effect to such issuance, the Class B Invested Amount to be no less than the same percentage of the Series 1998-1 Invested Amount as the Class B Initial Invested Amount was of the Series 1998-1 Initial Invested Amount. The Company may arrange for the sale of such additional Class A Certificates, Certificates and Class B Certificates pursuant to a private placement or any other sale arrangement; provided that the Company agrees that it shall first offer to the existing Term Certificateholders the opportunity to purchase such additional Class A Certificates on substantially the same terms and conditions that such additional Class A Certificates are to be offered to other purchasers. If existing Class A Certificateholders elect not to purchase all such additional Class A Certificates within 10 Business Days following their receipt of a written offer therefor (which written offer is accompanied by information sufficient to enable a prudent investor to make such purchase) the Company may proceed with its arrangements to sell all such additional Class A Certificates to any other eligible purchasers. In the event that the existing Class A Certificateholders subscribe to purchase more additional Class A Certificates than are being offered by the Company at such time, then each such existing Class A Certificateholder shall be entitled to purchase a pro rata portion of such additional Class A Certificates based on the aggregate principal amount of Class A Certificates then held by such holder. On each Subsequent Issuance Date, if any, the Series 19941998-2 1 Invested Amount, the Class A Invested Amount and the Class B Invested Amount (and each other amount set forth herein, the calculation of which is based on such amount) shall be recalculated by the Company Servicer to include the additional initial invested amounts Initial Invested Amounts with respect to the Class A Certificates and Class B Certificates issued on such date. (b) On the any Subsequent Issuance Date, the Trustee shall only authenticate and deliver any additional Class A Certificates, Certificates and Class B Certificates upon satisfaction of the following conditions on or prior to such Subsequent Issuance Date: (i) the Rating Agencies shall have been notified by the Company of the proposed issuance of additional Class A Certificates and Class B Certificates at least 10 days prior to the proposed Subsequent Issuance Date, each Rating Agency shall have issued a rating (as confirmed in a letter delivered to the Trustee) on the additional Class A Certificates and Class B Certificates that is equivalent to the that rating issued by such Rating Agency on the Issuance Date and the Rating Agency Condition shall have been satisfied on or prior to such Subsequent Issuance DateDate with respect to such issuance; (ii) the Trustee shall have received from the Company an Officer's Certificate certifying that no Early Amortization Event or Potential Early Amortization Event shall have has occurred and be is continuing with respect to Series 19941998-2 1 or would occur as a result of such issuance upon which the Trustee may conclusively relyissuance; (iii) a Tax Opinion (including the opinion set forth in clause (a)(ii) of the definition thereof) addressed to the Trust and the Trustee shall have been delivered to the Trustee (the costs and expenses associated with such opinion shall constitute Program Costs); andTrustee; (iv) an Opinion of Counsel addressed to the Trust and the Trustee shall have been delivered to the Trustee stating that all of the conditions to the issuance of such additional Class A Certificates and Class B Certificates shall have been satisfied (which opinion may, to the costs extent it concerns questions of fact, rely on an Officer's Certificate with respect to such questions of fact); and (v) a General Opinion addressed to the Trust and expenses associated with such opinion shall constitute Program Costs)the Trustee. (c) On each Subsequent Issuance Date, the Company in a written order shall sign, on behalf of the Trust, and shall direct the Trustee in a written communication signed by a Responsible Officer to duly authenticate, and the Trustee, upon receiving such direction, shall so authenticate and deliver the related additional Class A Term Certificates in such names and such denominations and deliver such additional Term Certificates in accordance with Section 2.03such written directions.

Sale of Additional Term Certificates. (a) The Company may, upon written notice to the Trustee, the Master Servicer and the Term Certificateholders and upon satisfaction of each of the conditions set forth in subsection (b) of this Section 2.062.07, direct the Trustee in writing to issue on the following Payment Distribution Date (each such date a "Subsequent Issuance Date") additional Class A Certificates, Class B Certificates and Class C Certificates, identical in all respects to the existing Class A Certificates, Class B Certificates and Class C Certificates, in an aggregate principal amount specified by the Company (pro rata based on the initial invested amount of each Class) (except that the Certificate Rate applicable to such additional Class A Certificates, Class B Certificates and Class C Certificates may differ from the Certificate Rate applicable to existing Class A Certificates, Class B Certificates and Class C Certificates); provided that the Series 19941997-2 1 Target Receivables Amount does not exceed the Series 19941997-2 1 Allocated Receivables Amount, after giving effect to any Series 1997-1 Supplement 39 increase in the Invested Amount on such Subsequent Issuance Date. The Company may arrange for the sale of such additional Class A Certificates, Class B Certificates and Class C Certificates pursuant to a private placement or any other sale arrangement; provided that the Company agrees that it shall first offer to the existing Term Certificateholders the opportunity to purchase such additional Class A Certificates, Class B Certificates and Class C Certificates on substantially the same terms and conditions that such additional Class A Certificates, Class B Certificates and Class C Certificates are to be offered to other purchasers. If existing Class A Certificateholders, Class B Certificateholders or Class C Certificateholders, as the case may be, elect not to purchase all such additional Class A Certificates, Class B Certificates or Class C Certificates within 10 Business Days following their receipt of a written an offer therefor (which written offer is accompanied by information sufficient to enable a prudent investor to make such purchase) therefor, the Company may proceed with its arrangements to sell all such additional Class A Certificates, Class B Certificates and Class C Certificates to any other eligible purchasers. In the event that the existing Class A Certificateholders, Class B Certificateholders or Class C Certificateholders, as the case may be, subscribe to purchase more additional Class A Certificates, Class B Certificates or Class C Certificates than are being offered by the Company at such time, then each such existing Class A Certificateholder, Class B Certificateholder or Class C Certificateholder shall be entitled to purchase a pro rata portion of such additional Class A Certificates, Class B Certificates or Class C Certificates based on the aggregate principal amount of Class A Certificates, Class B Certificates or Class C Certificates then held by such holder. On each Subsequent Issuance Date, if any, the Series 19941997-2 1 Invested Amount (and each other amount set forth herein, the calculation of which is based on such amount) shall be recalculated by the Company to include the additional initial invested amounts with respect to the Class A Certificates, Class B Certificates and Class C Certificates issued on such date.. Series 1997-1 Supplement 40 (b) On the Subsequent Issuance Date, the Trustee shall only authenticate and deliver any additional Class A Certificates, Class B Certificates and Class C Certificates upon satisfaction of the following on or prior to such Subsequent Issuance Date: (i) the Rating Agencies shall have been notified by the Company of the proposed issuance of additional Class A Certificates, Class B Certificates and Class C Certificates at least 10 days prior to the proposed Subsequent Issuance Date, each Rating Agency shall have issued a rating (as confirmed in a letter delivered to the Trustee) on the additional Class A Certificates, Class B Certificates and Class C Certificates that is equivalent to the rating issued by such Rating Agency on the Issuance Date and the Rating Agency Condition shall have been satisfied on or prior to such Subsequent Issuance Date; (ii) the Trustee shall have received an Officer's Certificate certifying that no Early Amortization Event or Potential Early Amortization Event shall have occurred and be continuing with respect to Series 19941997-2 1 or would occur as a result of such issuance upon which the Trustee may conclusively rely; (iii) a Tax Opinion (including the opinion set forth in clause (a)(ii) of the definition thereof) addressed to the Trust and the Trustee shall have been delivered to the Trustee (the costs and expenses associated with such opinion shall constitute Program Costs); and (iv) an Opinion of Counsel addressed to the Trust and the Trustee shall have been delivered to the Trustee stating that all of the conditions to the issuance of such additional Class A Certificates, Class B Certificates and Class C Certificates shall have been Series 1997-1 Supplement 41 satisfied (the costs and expenses associated with such opinion shall constitute Program Costs). (c) On each Subsequent Issuance Date, the Company in a written order shall direct the Trustee to authenticate and deliver additional Class A Certificates, Class B Certificates and Class C Certificates in accordance with Section 2.03.

Sale of Additional Term Certificates. (a) The Company may, upon written notice to the Trustee, the Master Servicer and the Term Certificateholders and upon satisfaction of each of the conditions set forth in subsection (b) of this Section 2.062.7, direct the Trustee in writing to issue on the following Payment Distribution Date (each such date a "Subsequent Issuance DateSUBSEQUENT ISSUANCE DATE") additional Class A Certificates and Class B Certificates, identical in all respects to the existing Class A Certificates, in an aggregate principal amount specified by the Company (pro rata based on the initial invested amount of each Class) Certificates and Class B Certificates (except that the Certificate Rate applicable to such additional Class A Certificates or Class B Certificates, as the case may be, may differ from the Certificate Rate applicable to such existing Class A Certificates or Class B Certificates, as the case may be) (such issuance to be made PRO rata based on the Initial Invested Amount of each such Class), in an aggregate principal amount and in such names and denominations as specified by the Company in accordance with subsection 2.7(c) below; provided PROVIDED that the Series 19941996-2 1 Target Receivables Amount does shall not exceed the Series 19941996-2 1 Allocated Receivables Amount, Amount after giving effect to any increase in the Invested Amount on such Subsequent Issuance Date. The Company may arrange for the sale of such additional Class A Certificates, Certificates and Class B Certificates pursuant to a private placement or any other sale arrangement; provided PROVIDED that the Company agrees that it shall first offer to the existing Term Certificateholders the opportunity to purchase such additional Class A Certificates and Class B Certificates on substantially the same terms and conditions that such additional Class A Certificates are to be offered to other purchasers. If existing Class A Certificateholders or Class B Certificateholders, as the case may be, elect not to purchase all such additional Class A Certificates or Class B Certificates within 10 Business Days following their receipt of a written an offer therefor (which written offer is accompanied by information sufficient to enable a prudent investor to make such purchase) therefor, the Company may proceed with its arrangements to sell all such additional Class A Certificates or Class B Certificates, as the case may be, to any other eligible purchasers. In the event that the existing Class A Certificateholders or Class B Certificateholders, as the case may be, subscribe to purchase more additional Class A Certificates or Class B Certificates than are being offered by the Company at such time, then each such existing Class A Certificateholder or Class B Certificateholder shall be entitled to purchase a pro rata PRO RATA portion of such additional Class A Certificates or Class B Certificates based on the aggregate principal amount of Class A Certificates or Class B Certificates then held by such holder. On each Subsequent Issuance Date, if any, the Series 19941996-2 1 Invested Amount (and each other amount set forth herein, the calculation of which is based on such amount) shall be recalculated by the Company Servicer to include the additional initial invested amounts Initial Invested Amounts with respect to the Class A Certificates and Class B Certificates issued on such date. (b) On the any Subsequent Issuance Date, the Trustee shall only authenticate and deliver any additional Class A Certificates, Certificates and Class B Certificates upon satisfaction of the following conditions on or prior to such Subsequent Issuance Date: (i) the Rating Agencies shall have been notified by the Company of the proposed issuance of additional Class A Certificates and Class B Certificates at least 10 days prior to the proposed Subsequent Issuance Date, each Rating Agency shall have issued a rating (as confirmed in a letter delivered to the Trustee) on the additional Class A Certificates and Class B Certificates that is equivalent to the that rating issued by such Rating Agency on the Issuance Date and the Rating Agency Condition shall have been satisfied on or prior to such Subsequent Issuance DateDate with respect to such issuance; (ii) the Trustee shall have received from the Company an Officer's Certificate certifying that no Early Amortization Event or Potential Early Amortization Event shall have has occurred and be is continuing with respect to Series 19941996-2 1 or would occur as a result of such issuance upon which the Trustee may conclusively relyissuance; (iii) a Tax Opinion (including the opinion set forth in clause (a)(ii) of the definition thereof) addressed to the Trust and the Trustee shall have been delivered to the Trustee (the costs and expenses associated with such opinion shall constitute Program Costs)Trustee; and (iv) an Opinion of Counsel addressed to the Trust and the Trustee shall have been delivered to the Trustee stating that all of the conditions to the issuance of such additional Class A Certificates and Class B Certificates shall have been satisfied (which opinion may, to the costs and expenses associated extent it concerns questions of fact, rely on an Officer's Certificate with respect to such opinion shall constitute Program Costsquestions of fact). (c) On each Subsequent Issuance Date, the Company in a written order shall sign, on behalf of the Trust, and shall direct the Trustee in a written communication signed by a Responsible Officer to duly authenticate, and the Trustee, upon receiving such direction, shall so authenticate and deliver (i) the related additional Class A Certificates in such names and such denominations and deliver such additional Class A Certificates in accordance with Section 2.03such written directions and (ii) the related additional Class B Certificates in such names and such denominations and deliver such additional Class B Certificates in accordance with such written directions.

Sale of Additional Term Certificates. (a) The Company may, upon written notice to the Trustee, the Master Servicer and the Term Certificateholders and upon satisfaction of each of the conditions set forth in subsection (b) of this Section 2.06, direct the Trustee in writing to issue on the following Payment Date (each such date a "Subsequent Issuance Date") additional Class A Certificates, identical in all respects to the existing Class A Certificates, in an aggregate principal amount specified by the Company (pro rata based on the initial invested amount of each Class) (except that the Certificate Rate applicable to such additional Class A Certificates may differ from the Certificate Rate applicable to existing Class A Certificates; provided that the Series 1994-2 3 Target Receivables Amount does not exceed the Series 1994-2 3 Allocated Receivables Amount, after giving effect to any increase in the Invested Amount on such Subsequent Issuance Date. The Company may arrange for the sale of such additional Class A Certificates, pursuant to a private placement or any other sale arrangement; provided that the Company agrees that it shall first offer to the existing Term Certificateholders the opportunity to purchase such additional Class A Certificates on substantially the same terms and conditions that such additional Class A Certificates are to be offered to other purchasers. If existing Class A Certificateholders elect not to purchase all such additional Class A Certificates within 10 Business Days following their receipt of a written offer therefor (which written offer is accompanied by information sufficient to enable a prudent investor to make such purchase) ), the Company may proceed with its arrangements to sell all such additional Class A Certificates to any other eligible purchasers. In the event that the existing Class A Certificateholders subscribe to purchase more additional Class A Certificates than are being offered by the Company at such time, then each such existing Class A Certificateholder shall be entitled to purchase a pro rata portion of such additional Class A Certificates based on the aggregate principal amount of Class A Certificates then held by such holder. On each Subsequent Issuance Date, if any, the Series 1994-2 3 Invested Amount (and each other amount set forth herein, the calculation of which is based on such amount) shall be recalculated by the Company to include the additional initial invested amounts with respect to the Class A Certificates issued on such date. (b) On the Subsequent Issuance Date, the Trustee shall only authenticate and deliver any additional Class A Certificates, upon satisfaction of the following on or prior to such Subsequent Issuance Date: (i) the Rating Agencies shall have been notified by the Company of the proposed issuance of additional Class A Certificates at least 10 days prior to the proposed Subsequent Issuance Date, each Rating Agency shall have issued a rating (as confirmed in a letter delivered to the Trustee) on the additional Class A Certificates that is equivalent to the rating issued by such Rating Agency on the Issuance Date and the Rating Agency Condition shall have been satisfied on or prior to such Subsequent Issuance Date; (ii) the Trustee shall have received an Officer's Certificate certifying that no Early Amortization Event or Potential Early Amortization Event shall have occurred and be continuing with respect to Series 1994-2 or would occur as a result of such issuance upon which the Trustee may conclusively rely; (iii) a Tax Opinion (including the opinion set forth in clause (a)(ii) of the definition thereof) addressed to the Trust and the Trustee shall have been delivered to the Trustee (the costs and expenses associated with such opinion shall constitute Program Costs); and (iv) an Opinion of Counsel addressed to the Trust and the Trustee shall have been delivered to the Trustee stating that all of the conditions to the issuance of such additional Class A Certificates shall have been satisfied (the costs and expenses associated with such opinion shall constitute Program Costs). (c) On each Subsequent Issuance Date, the Company in a written order shall direct the Trustee to authenticate and deliver additional Class A Certificates in accordance with Section 2.03.proposed