RESTRICTIONS RELATING TO A COMPANY EXCHANGE MAY
BE SET FORTH IN ANY SUPPLEMENT.
(B)
UPON ANY COMPANY EXCHANGE, THE TRUSTEE, IN ACCORDANCE WITH THE
WRITTEN DIRECTIONS OF THE MASTER SERVICER SHALL ISSUE TO THE COMPANY UNDER
SECTION
48
5.01, FOR EXECUTION, AS AGENT OF THE TRUSTEE, AND REDELIVERY TO THE TRUSTEE FOR
AUTHENTICATION UNDER SECTION 5.02, (I) ONE OR MORE INVESTOR CERTIFICATES
REPRESENTING AN INCREASE IN THE INVESTED AMOUNT OF AN OUTSTANDING SERIES, OR
(II) ONE OR MORE NEW SERIES OF INVESTOR CERTIFICATES. ANY SUCH INVESTOR
CERTIFICATES SHALL BE SUBSTANTIALLY IN THE FORM SPECIFIED IN THE APPLICABLE
SUPPLEMENT AND EACH SHALL BEAR, UPON ITS FACE, THE DESIGNATION FOR SUCH SERIES
TO WHICH EACH SUCH CERTIFICATE BELONGS SO SELECTED BY THE MASTER SERVICER.
(C)
IN CONJUNCTION WITH A COMPANY EXCHANGE, THE PARTIES HERETO SHALL,
EXCEPT AS OTHERWISE PROVIDED IN SECTION 5.11(A) ABOVE, EXECUTE A SUPPLEMENT TO
THIS AGREEMENT, WHICH SHALL DEFINE, WITH RESPECT TO ANY ADDITIONAL INVESTOR
CERTIFICATES OR NEWLY ISSUED SERIES, AS THE CASE MAY BE: (I) ITS NAME OR
DESIGNATION, (II) ITS ADDITIONAL OR INITIAL PRINCIPAL AMOUNT, AS THE CASE MAY BE
(OR METHOD FOR CALCULATING SUCH AMOUNT), (III) WHETHER THE INVESTOR CERTIFICATES
FOR SUCH SERIES MAY BE ISSUED IN BEARER FORM OR REGISTERED FORM AND ANY
LIMITATIONS IMPOSED THEREON ON TRANSFER, SALE OR EXCHANGE, INCLUDING THE
LIMITATIONS PROVIDED IN SECTION 165(J) AND 1287(A) OF THE CODE, (IV) ITS
CERTIFICATE RATE (OR FORMULA FOR THE DETERMINATION THEREOF), (V) THE INTEREST
PAYMENT DATE OR DATES AND THE DATE OR DATES FROM WHICH INTEREST SHALL ACCRUE,
(VI) THE METHOD FOR ALLOCATING COLLECTIONS TO HOLDERS, (VII) THE NAMES OF ANY
ACCOUNTS OR SUBACCOUNTS TO BE USED BY SUCH SERIES AND THE TERMS GOVERNING THE
OPERATION OF ANY SUCH ACCOUNTS OR SUBACCOUNTS, (VIII) THE ISSUE AND TERMS OF A
LETTER OF CREDIT OR OTHER FORM OF ENHANCEMENT, IF ANY, WITH RESPECT THERETO,
(IX) THE TERMS ON WHICH THE CERTIFICATES OF SUCH SERIES MAY BE REPURCHASED BY
THE COMPANY OR MAY BE REMARKETED TO OTHER INVESTORS, (X) THE SERIES TERMINATION
DATE THEREAFTER, (XI) ANY DEPOSIT ACCOUNT MAINTAINED FOR THE BENEFIT OF HOLDERS,
(XII) THE NUMBER OF CLASSES OF SUCH SERIES, AND IF MORE THAN ONE CLASS, THE
RIGHTS AND PRIORITIES OF EACH SUCH CLASS, (XIII) THE RIGHTS OF THE HOLDER OF
SUCH EXCHANGEABLE COMPANY INTEREST THAT HAVE BEEN TRANSFERRED TO THE HOLDERS OF
SUCH SERIES, (XIV) THE DESIGNATION OF ANY SERIES ACCOUNTS OR SUBACCOUNTS AND THE
TERMS GOVERNING THE OPERATION OF ANY SUCH SERIES ACCOUNTS OR SUBACCOUNTS, (XV)
PROVISIONS ACCEPTABLE TO THE TRUSTEE CONCERNING THE PAYMENT OF THE TRUSTEE'S
FEES AND EXPENSES AND (XVI) OTHER RELEVANT TERMS (ALL SUCH TERMS, THE "PRINCIPAL
TERMS" OF SUCH SERIES). THE SUPPLEMENT EXECUTED IN CONNECTION WITH THE COMPANY
EXCHANGE SHALL CONTAIN ADMINISTRATIVE PROVISIONS WHICH ARE REASONABLY ACCEPTABLE
TO THE TRUSTEE.
(D)
THE COMPANY SHALL NOT TRANSFER, ASSIGN, EXCHANGE OR OTHERWISE
DISPOSE OF ITS EXCHANGEABLE COMPANY INTEREST OR ANY SUBORDINATED COMPANY
INTERESTS WITHOUT (I) THE PRIOR WRITTEN CONSENT OF EACH FUNDING AGENT AND (II)
DELIVERY OF A TAX