Common use of Tender of Exchangeable Seller Certificate Clause in Contracts

Tender of Exchangeable Seller Certificate. (a) Upon any Exchange, Seller shall under Section 6.1 deliver to the Trustee for execution and authentication under Section 6.2, one or more new Series of Investor Certificates. Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for the Series to which it belongs, as selected by Seller. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on delivery, all in accordance with terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (any such tender, a "Seller Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and the Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (an "Investor Exchange"). The Seller Exchange and Investor Exchange are referred to collectively herein as an "Exchange". The Holder of the Exchangeable Seller Certificate may perform an Exchange by notifying the Trustee in writing at least five days (but in no event less than three Business Days) in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its Initial Investor Amount (or the method of calculating such Initial Investor Amount), which at any time may not be greater than the current principal amount of the Exchangeable Seller Certificate at such time (or in the case of an Investor Exchange, the sum of the Investor Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Seller Certificate), (b) its Certificate Rate (or the method of allocating interest payments or other cash flows to such Series), if any, (c) the Enhancement Provider, if any, with respect to such Series, and (d) whether such Series is a Replacement Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon deliver to it of the following: (a) a Supplement in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12(c) executed by Seller and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel from the Person who issued the federal income tax opinions delivered on any Closing Date in connection with the original issuance of any Series of Investor Certificates that such transfer does not adversely affect such opinions or a new Opinion of Counsel provided by the Holder of the Exchangeable Seller Certificate that is substantially the same as such original opinion, (e) that the Rating Agency Condition with respect to the Exchange has been satisfied, (f) an Officer's Certificate of Seller that on the Exchange Date (i) Seller, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.6(a) and (ii) after giving effect to such Exchange, the Seller Amount would be at least equal to the Minimum Seller Amount, (g) the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be and (h) evidence, satisfactory to the Trustee, of any deposit to the Distribution Account required in connection with the issuance of a Replacement Series. Upon satisfaction of such conditions, the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and a new Exchangeable Seller Certificate, dated the exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial Investor Amount or the method of calculating the Initial Investor Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the Rating Agency or Agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Seller Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Seller Percentage, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the Base Rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Recoveries or other fees will be included in the funds available to be paid for such Series, (xxi) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Seller Certificate that have been transferred to the holders of such Series, and (xxiii) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper or whether or not such Series is a Replacement Series) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Tender of Exchangeable Seller Certificate. (a) Upon any Exchange, the Trustee shall issue to the Holder of the Exchangeable Seller shall Certificate under Section 6.1 deliver 6.1, for execution and redelivery ----------- to the Trustee for execution and authentication under Section 6.2, one or more new Series of ----------- Investor Certificates. Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for the such Series to which it belongs, as belongs so selected by the Seller. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (any such tender, a "Seller Exchange"). In addition, to the --------------- extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Seller may tender Investor Certificateholders Certificates of such Series may tender their Investor Certificates and the Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (an "Investor Exchange"). The Seller Exchange and Investor Exchange ----------------- are referred to collectively herein as an "Exchange". ." The Holder of the -------- Exchangeable Seller Certificate may perform an Exchange by notifying the Trustee Trustee, in writing at least five three days (but in no event less than three Business Days) in advance (an "Exchange Notice") of the --------------- date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange ------------- Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its Initial Investor Amount Interest (or the method of for calculating such Initial Investor AmountInterest), which at any time time, may not be greater than the current principal amount of the Exchangeable Seller Certificate at such time (or in the case of an Investor Exchange, the sum of the portion of the Investor Amount Interest of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Seller Certificate), (b) its Certificate Rate (or the method of for allocating interest payments or other cash flows flow to such Series), if any, and (c) the Enhancement Providerprovider or providers of the Enhancement, if any, with respect to such Series, and (d) whether such Series is a Replacement Series. On the Exchange Date, the Trustee shall only authenticate and deliver any such Series of Investor Certificates only upon deliver delivery to it of the following: (a) a Supplement in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12(c6.9(c) executed ----------------- by the Seller and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel from to the Person who effect that, unless otherwise stated in the related Supplement, the newly issued the federal income tax opinions delivered on any Closing Date in connection with the original issuance of any Series of Investor Certificates will be treated as debt secured by the Receivables for Federal, New York and Connecticut income tax purposes, that such transfer does the issuance of the newly issued Series of Investor Certificates will not adversely affect such opinions or a new Opinion the Federal, New York and Connecticut income tax characterization of Counsel provided by the Holder of any outstanding Series of Investor Certificates or any Certificate Owner or result in the Exchangeable Seller Certificate that is substantially trust being subject to Federal, New York or Connecticut tax at the same as such original opinionentity level, (e) that written confirmation from the Rating Agency Condition with respect to that the Exchange has been satisfiedwill not result in the Rating Agency's reducing or withdrawing its rating on any then outstanding Series rated by it, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of Seller the Seller, that on the Exchange Date (i) the Seller, after giving effect to the such Exchange, would not be required to add Additional Accounts pursuant to subsection 2.6(a2.6(e) and (ii) after giving effect ----------------- to such Exchange, the Seller Amount Interest would be at least equal to the Minimum Seller AmountInterest, and (g) the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be and (h) evidence, satisfactory to the Trustee, of any deposit to the Distribution Account required in connection with the issuance of a Replacement Seriesbe. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and a new Exchangeable Seller Certificate, dated the exchange Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial Investor Amount Interest or the method of calculating -83- the Initial Investor AmountInterest, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the Rating Agency rating agency or Agencies agencies rating such Series, (vi) the interest payment date or dates and the date or dates from which interest shall accrue, including the Interest Accrual Period, (vii) the name of the Clearing Agency, if any, (viiviii) the rights rights, if any, of the Holder of the Exchangeable Seller Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Seller PercentageInterest, (xiii) the Minimum Aggregate Principal Receivables, (xiv) the Series Termination Date, (xivxv) the terms of or any Enhancement with respect to such Series, (xvxvi) the Enhancement Provider, if applicable, (xvixvii) the Base Rate applicable to such Series, (xviixviii) the Repurchase Terms or the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviiixix) any deposit into any account provided maintained for the benefit of the Certificateholders of such Series, (xixxx) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xxxxi) the extent to which the Investor Certificates will be issuable in temporary or permanent global form, and in such case, the depositary for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged in whole or in part for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid, (xxii) whether Recoveries the Certificates may be issued in bearer form and any limitations imposed thereon, (xxiii) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxixxiv) the priority of any Series with respect to any other Series, (xxiixxv) the rightsPool Factor, if any, of (xxvi) the holders of the Exchangeable Seller Certificate that have been transferred to the holders of such Series, Pool Amount and (xxiiixxvii) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper or whether or not such Series is a Replacement Series) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If --------------- on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates then outstanding is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Tender of Exchangeable Seller Certificate. (a) Upon any Exchange, Exchange (as defined below) the Trustee shall issue to the Holder of the Exchangeable Seller shall Certificate under Section 6.1 deliver 6.1, for execution and redelivery to the Trustee for execution and authentication under Section 6.2, one or more new Series of Investor Certificates. Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for the Certificate Series to which it belongs, as selected by the Seller. Except as specified in any Supplement for a related Certificate Series, all Investor Certificates of any Certificate Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement and any Series Accounts provided for any Certificate Series shall not be available for any other Certificate Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (any such tender, a "Seller Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Certificate Series may tender their Investor Certificates and the Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (an "Investor Exchange"). The Seller Exchange and Investor Exchange are referred to collectively herein as an "Exchange". ." The Holder of the Exchangeable Seller Certificate may perform an Exchange by notifying the Trustee in writing at least five days (but in no event less than three Business Days) in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Certificate Series to be issued on the Exchange Date and, with respect to each such Certificate Series: (a) its Initial Investor Amount Interest (or the method of for calculating such Initial Investor AmountInterest), which at any time may not be greater than the current principal amount of the Exchangeable Seller Certificate at such time (or in the case of an Investor Exchange, the sum of the Investor Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Seller Certificate)time, (b) its Certificate Rate (or the method of for allocating interest payments or other cash flows to such Certificate Series), if any, and (c) the Enhancement Provider, if any, with respect to such Certificate Series. The Seller shall also notify each Purchaser Representative of an Exchange in writing at least five days in advance of the date upon which the Exchange is to occur specifying the Exchange Date, the designation of any Certificate Series to be issued on the Exchange Date and the Initial Investor Interest (dor the method for calculating such Initial Investor Interest) whether of such Series is a Replacement Certificate Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon deliver delivery to it of the following: (a) a Supplement in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12(c6.9(c) executed by the Seller and specifying the Principal Terms of such Certificate Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel from the Person who issued the federal income tax opinions delivered on any Closing Date in connection with the original issuance of any Series of Investor Certificates that such transfer does not adversely affect such opinions or a new Opinion of Counsel provided by the Holder of the Exchangeable Seller Certificate that is substantially the same as such original opinion, (e) written confirmation that the Rating Agency Condition has been satisfied with respect to the Exchange has been satisfiedExchange, (fe) an Officer's Certificate of Seller the Seller, a copy of which shall be delivered to each Purchaser Representative, that on the Exchange Date (i) SellerDate, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.6(a) and (ii) after giving effect to such Exchange, the Seller Amount would Interest will be at least equal to the Aggregate Minimum Seller Interest and the aggregate amount of Principal Receivables will be at least equal to the Minimum Seller AmountAggregate Principal Receivables, and (gf) the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be and (h) evidencebe. If any Certificate Series or Receivables Purchase Series is outstanding, satisfactory it is a condition to the Trustee, of any deposit to the Distribution Account required in connection with the issuance of any newly created Series of Investor Certificates that the Trustee and (if any such outstanding Certificate Series is rated) each Rating Agency shall have received an Opinion of Counsel that, (i) the issuance of such new Series of Investor Certificates will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a Replacement Seriescorporation and (ii) the issuance of the newly issued Series of Investor Certificates will not adversely affect the federal income tax characterization of any outstanding Investor Certificates or Receivables Purchase Interests. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and a new Exchangeable Seller Certificate, dated the exchange Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial Investor Amount Interest and Series Investor Interest or the method of calculating the Initial Investor AmountInterest or the Series Investor Interest, as the case may be, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the Rating Agency rating agency or Agencies agencies rating such Certificate Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Seller Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvii) the name of the Clearing Agency, if any, (viii) the method of allocating Collections with respect to Principal Receivables, Finance Charge Receivables and Loss Amounts for such Series and, if applicable, with respect to other Certificate Series and the method by which the principal amount of Investor Certificates of such Certificate Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accountsaccrete, (xix) the names of any accounts to be used by such Certificate Series and the terms governing the operation of any such accountaccounts, (x) the Investor Monthly Servicing Fee, (xi) the Series Servicing Fee PercentageMinimum Seller Interest (if any), (xii) the Minimum Seller PercentageEnhancement Provider, (xiii) the Series Termination Dateif applicable, (xiv) and the terms of any Enhancement with respect to such Certificate Series, (xvxiii) the Enhancement Provider, if applicable, (xvi) the Base Rate base rate applicable to such Certificate Series, (xviixiv) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviiixv) the Series Termination Date, (xvi) any deposit into any account provided for such Certificate Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Recoveries or other fees will be included in the funds available to be paid for such Series, (xxixvii) the priority of any such Certificate Series with respect to any other Series, (xxiixviii) the rights, if any, of the holders Holder of the Exchangeable Seller Certificate that have been transferred to the holders of such Certificate Series, (xix) the Pool Factor, (xx) the Minimum Aggregate Principal Receivables, (xxi) whether such Certificate Series will be part of a Group, and (xxiiixxii) any other relevant terms of such Series (including whether or not such Certificate Series will be pledged as collateral for an the issuance of any other securities, including commercial paper or whether or not such Series is a Replacement Seriespaper) (all such terms, the "Principal Terms" of such Certificate Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Certificate Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Tender of Exchangeable Seller Certificate. (a) Upon any Exchange, Exchange (as defined below) the Trustee shall issue to the Holder of the Exchangeable Seller shall Certificate under Section 6.1 deliver 6.1, for execution and redelivery to the Trustee for execution and authentication under Section 6.2, one or more new Series of Investor Certificates. Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for the Certificate Series to which it belongs, as selected by the Seller. Except as specified in any Supplement for a related Certificate Series, all Investor Certificates of any Certificate Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement and any Series Accounts provided for any Certificate Series shall not be available for any other Certificate Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (any such tender, a "Seller Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Certificate Series -64- 71 may tender their Investor Certificates and the Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (an "Investor Exchange"). The Seller Exchange and Investor Exchange are referred to collectively herein as an "Exchange". ." The Holder of the Exchangeable Seller Certificate may perform an Exchange by notifying the Trustee in writing at least five days (but in no event less than three Business Days) in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Certificate Series to be issued on the Exchange Date and, with respect to each such Certificate Series: (a) its Initial Investor Amount Interest (or the method of for calculating such Initial Investor AmountInterest), which at any time may not be greater than the current principal amount of the Exchangeable Seller Certificate at such time (or in the case of an Investor Exchange, the sum of the Investor Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Seller Certificate)time, (b) its Certificate Rate (or the method of for allocating interest payments or other cash flows to such Certificate Series), if any, and (c) the Enhancement Provider, if any, with respect to such Certificate Series. The Seller shall also notify each Purchaser Representative of an Exchange in writing at least five days in advance of the date upon which the Exchange is to occur specifying the Exchange Date, the designation of any Certificate Series to be issued on the Exchange Date and the Initial Investor Interest (dor the method for calculating such Initial Investor Interest) whether of such Series is a Replacement Certificate Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon deliver delivery to it of the following: (a) a Supplement in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12(c6.9(c) executed by the Seller and specifying the Principal Terms of such Certificate Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel from the Person who issued the federal income tax opinions delivered on any Closing Date in connection with the original issuance of any Series of Investor Certificates that such transfer does not adversely affect such opinions or a new Opinion of Counsel provided by the Holder of the Exchangeable Seller Certificate that is substantially the same as such original opinion, (e) written confirmation that the Rating Agency Condition has been satisfied with respect to the Exchange has been satisfiedExchange, (fe) an Officer's Certificate of Seller the Seller, a copy of which shall be delivered to each Purchaser Representative, that on the Exchange Date (i) SellerDate, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.6(a) and (ii) after giving effect to such Exchange, the Seller Amount would Interest will be at least equal to the Aggregate Minimum Seller Interest and the aggregate amount of Principal Receivables will be at least equal to the Minimum Seller AmountAggregate Principal Receivables, and (gf) the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be and (h) evidencebe. If any Certificate Series or Receivables Purchase Series is outstanding, satisfactory it is a condition to the Trustee, of any deposit to the Distribution Account required in connection with the issuance of any newly created Series of Investor Certificates that the Trustee and (if any such outstanding Certificate Series is rated) each Rating Agency shall have received an Opinion of Counsel that, (i) the issuance of such new Series of Investor Certificates will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a Replacement Seriescorporation and (ii) the issuance of the newly issued Series of Investor Certificates will not adversely affect the federal income tax characterization of any outstanding Investor Certificates or Receivables Purchase Interests. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and a new Exchangeable Seller Certificate, dated the exchange Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial Investor Amount or the method of calculating the Initial Investor Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the Rating Agency or Agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Seller Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Seller Percentage, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the Base Rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Recoveries or other fees will be included in the funds available to be paid for such Series, (xxi) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Seller Certificate that have been transferred to the holders of such Series, and (xxiii) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper or whether or not such Series is a Replacement Series) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.Investor

Tender of Exchangeable Seller Certificate. (a) Upon any Exchange, Exchange (as defined below) the Trustee shall issue to the Holder of the Exchangeable Seller shall Certificate under Section 6.1 deliver 6.1, for execution and redelivery to the Trustee for execution and authentication under Section 6.2, one or more new Series of Investor Certificates. Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for the Certificate Series to which it belongs, as selected by the Seller. Except as specified in any Supplement for a related Certificate Series, all Investor Certificates of any Certificate Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement and any Series Accounts provided for any Certificate Series shall not be available for any other Certificate Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (any such tender, a "“Seller Exchange"”). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Certificate Series may tender their Investor Certificates and the Holder of the Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller Certificate (an "“Investor Exchange"”). The Seller Exchange and Investor Exchange are referred to collectively herein as an "“Exchange". .” The Holder of the Exchangeable Seller Certificate may perform an Exchange by notifying the Trustee in writing at least five days (but in no event less than three Business Days) in advance (an "“Exchange Notice"”) of the date upon which the Exchange is to occur (an "“Exchange Date"”). Any Exchange Notice shall state the designation of any Certificate Series to be issued on the Exchange Date and, with respect to each such Certificate Series: (a) its Initial Investor Amount Interest (or the method of for calculating such Initial Investor AmountInterest), which at any time may not be greater than the current principal amount of the Exchangeable Seller Certificate at such time (or in the case of an Investor Exchange, the sum of the Investor Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Seller Certificate)time, (b) its Certificate Rate (or the method of for allocating interest payments or other cash flows to such Certificate Series), if any, and (c) the Enhancement Provider, if any, with respect to such Certificate Series. The Seller shall also notify each Purchaser Representative of an Exchange in writing at least five days in advance of the date upon which the Exchange is to occur specifying the Exchange Date, the designation of any Certificate Series to be issued on the Exchange Date and the Initial Investor Interest (dor the method for calculating such Initial Investor Interest) whether of such Series is a Replacement Certificate Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon deliver delivery to it of the following: (a) a Supplement in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12(c6.9(c) executed by the Seller and specifying the Principal Terms of such Certificate Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel from the Person who issued the federal income tax opinions delivered on any Closing Date in connection with the original issuance of any Series of Investor Certificates that such transfer does not adversely affect such opinions or a new Opinion of Counsel provided by the Holder of the Exchangeable Seller Certificate that is substantially the same as such original opinion, (e) written confirmation that the Rating Agency Condition has been satisfied with respect to the Exchange has been satisfiedExchange, (fe) an Officer's ’s Certificate of Seller the Seller, a copy of which shall be delivered to each Purchaser Representative, that on the Exchange Date (i) SellerDate, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.6(a) and (ii) after giving effect to such Exchange, the Seller Amount would Interest will be at least equal to the Aggregate Minimum Seller Interest and the aggregate amount of Principal Receivables will be at least equal to the Minimum Seller AmountAggregate Principal Receivables, and (gf) the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be and (h) evidencebe. If any Certificate Series or Receivables Purchase Series is outstanding, satisfactory it is a condition to the Trustee, of any deposit to the Distribution Account required in connection with the issuance of any newly created Series of Investor Certificates that the Trustee and (if any such outstanding Certificate Series is rated) each Rating Agency shall have received an Opinion of Counsel that, (i) the issuance of such new Series of Investor Certificates will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a Replacement Seriescorporation and (ii) the issuance of the newly issued Series of Investor Certificates will not adversely affect the federal income tax characterization of any outstanding Investor Certificates or Receivables Purchase Interests. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and a new Exchangeable Seller Certificate, dated the exchange Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial Investor Amount Interest and Series Investor Interest or the method of calculating the Initial Investor AmountInterest or the Series Investor Interest, as the case may be, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the Rating Agency rating agency or Agencies agencies rating such Certificate Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Seller Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvii) the name of the Clearing Agency, if any, (viii) the method of allocating Collections with respect to Principal Receivables, Finance Charge Receivables and Loss Amounts for such Series and, if applicable, with respect to other Certificate Series and the method by which the principal amount of Investor Certificates of such Certificate Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accountsaccrete, (xix) the names of any accounts to be used by such Certificate Series and the terms governing the operation of any such accountaccounts, (x) the Investor Monthly Servicing Fee, (xi) the Series Servicing Fee PercentageMinimum Seller Interest (if any), (xii) the Minimum Seller PercentageEnhancement Provider, (xiii) the Series Termination Dateif applicable, (xiv) and the terms of any Enhancement with respect to such Certificate Series, (xvxiii) the Enhancement Provider, if applicable, (xvi) the Base Rate base rate applicable to such Certificate Series, (xviixiv) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviiixv) the Series Termination Date, (xvi) any deposit into any account provided for such Certificate Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Recoveries or other fees will be included in the funds available to be paid for such Series, (xxixvii) the priority of any such Certificate Series with respect to any other Series, (xxiixviii) the rights, if any, of the holders Holder of the Exchangeable Seller Certificate that have been transferred to the holders of such Certificate Series, (xix) the Pool Factor, (xx) the Minimum Aggregate Principal Receivables, (xxi) whether such Certificate Series will be part of a Group, and (xxiiixxii) any other relevant terms of such Series (including whether or not such Certificate Series will be pledged as collateral for an the issuance of any other securities, including commercial paper or whether or not such Series is a Replacement Seriespaper) (all such terms, the "“Principal Terms" ” of such Certificate Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Certificate Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.