Common use of Exchangeable Certificates and Exchanged Certificates Clause in Contracts

Exchangeable Certificates and Exchanged Certificates. (a) The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall consist of the Exchangeable Certificates and the Exchanged Certificates having the characteristics specified or determined as described in Exhibit Six, and otherwise shall be subject to the terms and provisions set forth herein. (b) The Exchangeable Certificates and the Exchanged Certificates, as applicable, shall be exchangeable on the books of DTC for the Exchanged Certificates or Exchangeable Certificates, as applicable, on and after the Closing Date, by notice to the Trustee and Master Servicer substantially in the form of Exhibit Eight hereto or, under the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall be exchangeable for Exchanged Certificates related to such Combination Group in respective denominations determined based on the Percentage Interest of the initial Certificate Principal Balances of the Exchangeable Certificates. All Exchangeable Certificates in any Combination Group shall be exchanged only in the same Percentage Interest and each of the related Exchanged Certificates shall be issued in exchange therefore in the same Percentage Interests. Upon any such exchange, the portions of the Exchangeable Certificates designated for exchange shall be deemed exchanged and replaced by the Exchanged Certificates issued in exchange therefor. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates related to a Combination Group in respective denominations determined based on the Percentage Interest of the initial Certificate Principal Balances of such Exchanged Certificates. If, as a result of a proposed exchange, a Certificateholder would hold an Exchanged Certificate or an Exchangeable Certificate of a Class in an amount less than the applicable minimum denomination for the Class, the Certificateholder will be unable to effect the proposed exchange. There shall be no limitation on the number of exchanges authorized pursuant to this Section 5.07, and, except as provided in the second following paragraph, no fee or other charge shall be payable to the Trustee or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Trustee and the Master Servicer in writing (including by email at RFC.Exchangenotifications@db.com and MSDocumentDistribution@gmacrfc.com), and in accordance with ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇rein, no ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ day of each month and no later than three Business Days prior to the proposed exchange date. The exchange date will be subject to the Trustee's approval but it can generally be any Business Day other than the first and last Business Days of the month and subject to the preceding sentence. The notice must be on the Certificateholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance and/or Notional Amount and the initial Certificate Principal Balance and/or Notional Amount of the Certificates to be exchanged; (iii) the DTC participant numbers to be debited and credited; (iv) the proposed exchange date; and (v) the Certificateholder's email address. After receiving the notice, the Trustee shall e-mail to the certificateholder wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee shall be payable to the Trustee in connection with each exchange equal to $10,000. Such fee must be received by the Trustee prior to the exchange date or such exchange shall not be effected. The Trustee shall make the first distribution on an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record Date related to such Distribution Date.

Exchangeable Certificates and Exchanged Certificates. (a) The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall consist of the Exchangeable Certificates and the Exchanged Certificates having the characteristics specified or determined as described in Exhibit SixJ, and otherwise shall be subject to the terms and provisions set forth herein. (b) The Exchangeable Certificates and the Exchanged Certificates, as applicable, shall be exchangeable on the books of DTC for the Exchanged Certificates or Exchangeable Certificates, as applicable, on and after the Closing Date, by notice to the Trustee and Master Servicer Certificate Administrator substantially in the form of Exhibit Eight I hereto or, under the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the The Exchangeable Certificates shall be exchangeable for Exchanged Certificates related to such Combination Group in respective denominations determined based on the Percentage Interest of the initial Certificate Principal Balances of the Exchangeable Certificates. All Exchangeable Certificates in any Combination Group shall be exchanged only in the same Percentage Interest and each of the related Exchanged Certificates shall be issued in exchange therefore in the same Percentage Interests. Upon any such exchange, the portions of the Exchangeable Certificates designated for exchange shall be deemed exchanged and replaced by the Exchanged Certificates issued in exchange therefor. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates related to a Combination Group in respective denominations determined based on the Percentage Interest of the initial Certificate Principal Balances of such Exchanged Certificates. If, as a result of a proposed exchange, a Certificateholder would hold an Exchanged Certificate or an Exchangeable Certificate of a Class in an amount less than the applicable minimum denomination for the Class, the Certificateholder will be unable to effect the proposed exchange. There shall be no limitation on the number of exchanges authorized pursuant to this Section 5.074.05, and, except as provided in the second following paragraph, no fee or other charge shall be payable to the Trustee or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Trustee and the Master Servicer in writing (including by email at RFC.Exchangenotifications@db.com and MSDocumentDistribution@gmacrfc.com), and in accordance with ▇▇▇ ▇.▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇rein, no ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇), and in accordance with the requirements set forth herein, no earlier than the first calendar day of each month and no later than three Business Days prior to the proposed exchange date. The exchange date will be subject to the Trustee's approval but it can generally be any Business Day other than the first and last Business Days of the month and subject to the preceding sentence. The notice must be on the Certificateholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance and/or Notional Amount and the initial Certificate Principal Balance and/or Notional Amount of the Certificates to be exchanged; (iii) the DTC participant numbers to be debited and credited; (iv) the proposed exchange date; and (v) the Certificateholder's email address. After receiving the notice, the Trustee shall e-mail to the certificateholder Certificateholder wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee shall be payable to the Trustee in connection with each exchange equal to $10,000. Such fee must be received by the Trustee prior to the exchange date or such exchange shall not be effected. The Trustee shall make the first distribution on an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the close of business on the Record Date related to such Distribution Date.

Exchangeable Certificates and Exchanged Certificates. (a) The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall consist of the Exchangeable Certificates and the Exchanged Certificates having the characteristics specified or determined as described in Exhibit Six, and otherwise shall be subject to the terms and provisions set forth herein. (b) The Exchangeable Certificates and the Exchanged Certificates, as applicable, shall be exchangeable on the books of DTC for the Exchanged Certificates or Exchangeable Certificates, as applicable, on and after the Closing Date, by notice to the Trustee and Master Servicer substantially in the form of Exhibit Eight hereto or, under the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall be exchangeable for Exchanged Certificates related to such Combination Group in respective denominations determined based on the Percentage Interest of the initial Certificate Principal Balances of the Exchangeable Certificates. All Exchangeable Certificates in any Combination Group shall be exchanged only in the same Percentage Interest and each of the related Exchanged Certificates shall be issued in exchange therefore in the same Percentage Interests. Upon any such exchange, the portions of the Exchangeable Certificates designated for exchange shall be deemed exchanged and replaced by the Exchanged Certificates issued in exchange therefor. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates related to a Combination Group in respective denominations determined based on the Percentage Interest of the initial Certificate Principal Balances of such Exchanged Certificates. If, as a result of a proposed exchange, a Certificateholder would hold an Exchanged Certificate or an Exchangeable Certificate of a Class in an amount less than the applicable minimum denomination for the Class, the Certificateholder will be unable to effect the proposed exchange. There shall be no limitation on the number of exchanges authorized pursuant to this Section 5.07, and, except as provided in the second following paragraph, no fee or other charge shall be payable to the Trustee or DTC in connection therewith. In order to effect an exchange of Certificates, the Certificateholder shall notify the Trustee and the Master Servicer in writing (including by email at RFC.Exchangenotifications@db.com and MSDocumentDistribution@gmacrfc.com), and in accordance with ▇▇▇ ▇.▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇rein, no ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇), and in accordance with the requirements set forth herein, no earlier than the first calendar day of each month and no later than three Business Days prior to the proposed exchange date. The exchange date will be subject to the Trustee's approval but it can generally be any Business Day other than the first and last Business Days of the month and subject to the preceding sentence. The notice must be on the Certificateholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance and/or Notional Amount and the initial Certificate Principal Balance and/or Notional Amount of the Certificates to be exchanged; (iii) the DTC participant numbers to be debited and credited; (iv) the proposed exchange date; and (v) the Certificateholder's email address. After receiving the notice, the Trustee shall e-mail to the certificateholder wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice becomes irrevocable on the second Business Day before the proposed exchange date. Notwithstanding any other provision herein set forth, a fee shall be payable to the Trustee in connection with each exchange equal to $10,000. Such fee must be received by the Trustee prior to the exchange date or such exchange shall not be effected. The Trustee shall make the first distribution on an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the Record Date related to such Distribution Date.