Exchangeable Certificates. (a) Exchangeable Certificates may, in accordance with the procedures described in Section 5.06(b), be exchanged for other Exchangeable Certificates as follows: (1) Class 1-A-1, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11 and Class 1-A-12 Certificates may be exchanged as described under the heading “Available Exchanges of the Subgroup 1-1 Exchangeable Certificates” in Exhibit C-1 hereto; (2) Class 1-A-3, Class 1-A-4 and Class 1-A-13 Certificates may be exchanged as described under the heading “Available Exchanges of the Subgroup 1-2 Exchangeable Certificates” in Exhibit C-1 hereto; and (3) Class 2-A-1, Class 2-A-2 and Class 2-A-4 Certificates may be exchanged as described under the heading “Available Exchanges of the Group 2 Exchangeable Certificates” in Exhibit C-1 hereto; provided, however, that Exchangeable Certificates may not be so exchanged for other Exchangeable Certificates if any of the Exchangeable Certificates received in the exchange would have an Original Face Amount of less than the minimum Authorized Denomination for the related Class. The Exchangeable Certificates at any time outstanding shall represent ownership of REMIC II Regular Interests in the following proportions: (A) the Class 1-A-1 Certificates shall represent ownership of (w) a portion of the Class 1-A-EXS7-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS7-M Principal Balance, (x) a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance, (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (z) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance; (B) the Class 1-A-7 Certificates shall represent ownership of a portion of the Class 1-A-EXS7-M Regular Interest equal to the Class 1-A-7 Exchange Fraction of the Class 1-A-EXS7-M Principal Balance; (C) the Class 1-A-8 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance, (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (z) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance; (D) the Class 1-A-9 Certificates shall represent ownership of a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-9/10 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance; (E) the Class 1-A-10 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-9/10 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (y) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-9/10 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance; (F) the Class 1-A-11 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance and (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance; (G) the Class 1-A-12 Certificates shall represent ownership of a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance; (H) the Class 1-A-3 Certificates shall represent ownership of a portion of the Class 1-A-EXS3-M Regular Interest with a principal balance equal to the Class 1-A-3 Principal Balance; (I) the Class 1-A-4 Certificates shall represent ownership of a portion of the Class 1-A-EXS4-M Regular Interest with a principal balance equal to the Class 1-A-4 Principal Balance; (J) the Class 1-A-13 Certificates shall represent ownership of (i) a portion of the Class 1-A-EXS3-M Regular Interest with a principal balance equal to the Class 1-A-3 Exchange Fraction of the Class 1-A-13 Principal Balance and (ii) a portion of the Class 1-A-EXS4-M Regular Interest with a principal balance equal to the Class 1-A-4 Exchange Fraction of the Class 1-A-13 Principal Balance; (K) the Class 2-A-1 Certificates shall represent ownership of a portion of the Class 2-A-EXS1-M Regular Interest with a principal balance equal to the Class 2-A-1 Principal Balance; (L) the Class 2-A-2 Certificates shall represent ownership of a portion of the Class 2-A-EXS2-M Regular Interest with a principal balance equal to the Class 2-A-2 Principal Balance; and (M) the Class 2-A-4 Certificates shall represent ownership of (i) a portion of the Class 2-A-EXS1-M Regular Interest with a principal balance equal to the Class 2-A-1 Exchange Fraction of the Class 2-A-4 Principal Balance and (ii) a portion of the Class 2-A-EXS2-M Regular Interest with a principal balance equal to the Class 2-A-2 Exchange Fraction of the Class 2-A-4 Principal Balance. (b) If a beneficial owner of Exchangeable Certificates wishes to exchange those Certificates for other Exchangeable Certificates in accordance with Section 5.06(a), such beneficial owner must notify the Trustee no later than three Business Days before the proposed exchange date. Notice to the Trustee may be provided by email to ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ or by telecopy at (▇▇▇) ▇▇▇-▇▇▇▇. The exchange date will be subject to the Trustee’s approval but may generally be any Business Day other than the first or last Business Day of each calendar month; provided, however, that any exchange shall initially be reflected in the distributions made on the Distribution Date in the calendar month immediately following the calendar month of the exchange. The notice shall be substantially in the form of Exhibit C-2 hereto and shall (i) be on the beneficial owner’s letterhead, (ii) carry a medallion stamp guarantee or be signed by an authorized signatory and be presented with an incumbency certificate and (iii) set forth the following information: the CUSIP number of both the Certificates to be exchanged and the Certificates to be received, the Original Face Amount of both the Certificates to be exchanged and the Certificates to be received, the beneficial owner’s DTC participant number and the proposed exchange date. After receiving the notice, the Trustee shall e-mail the beneficial owner with wire payment instructions relating to the exchange fee and, assuming the exchange is a permitted exchange as provided in Section 5.06(a), the beneficial owner shall use 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. A beneficial owner may on the same date first exchange Class 1-A-9, Class 1-A-10, Class 1-A-11 and/or Class 1-A-12 Certificates for Class 1-A-8 Certificates, and then exchange Class 1-A-7 and Class 1-A-8 Certificates for Class 1-A-1 Certificates, or vice versa.. In connection with each exchange, the beneficial owner shall pay the Trustee a fee in the amount of $5,000; provided, however, that if a beneficial owner makes a two-step exchange on the same date as described in the immediately preceding paragraph, the beneficial owner shall only pay a single fee of $5,000. The exchange shall be completed upon the receipt by the Trustee of the exchange fee and notice via the Deposit and Withdrawal System at DTC of the delivery of the Certificates to be exchanged. In the event that the book-entry system with respect to the Book-Entry Certificates shall have been terminated and the Exchangeable Certificates shall have been issued as Definitive Certificates pursuant to Section 5.09, a Certificateholder who wishes to exchange Exchangeable Certificates shall be required to surrender those Certificates to the Trustee no later than three Business Days before the proposed exchange date. (c) Not later than the fifth Business Day of each calendar month, the Trustee shall deliver to the Servicer a report stating either (x) with respect to each exchange of Exchangeable Certificates that occurred in the prior calendar month, (i) the Class Principal Balance or Class Notional Amount, as applicable, of the Exchangeable Certificates that were exchanged and (ii) the date of exchange or (y) that no Exchangeable Certificates were exchanged in the prior calendar month. On the last day of each calendar month, the Class Principal Balances of the Exchangeable Certificates shall be increased (in the case of Exchangeable Certificates received in an exchange) or decreased (in the case of Exchangeable Certificates that were exchanged), as applicable, to reflect all exchanges that have been made pursuant to Section 5.06(a) during such calendar month..
Appears in 1 contract
Exchangeable Certificates. (a) Exchangeable Certificates may, in accordance with the procedures described in Section 5.06(b), be exchanged for other Exchangeable Certificates as follows:
(1) Class 1-A-1A-3, Class 1-A-7A-13, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11 A-14 and Class 1-A-12 A-15 Certificates may be exchanged as described under the heading “Available Exchanges of the Subgroup 1-Group 1 Exchangeable Certificates” in Exhibit C-1 hereto;
(2) Class 1-A-3A-4, Class 1-A-4 A-5, Class A-10, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20, Class A-21 and Class 1-A-13 Certificates may be exchanged as described under the heading “Available Exchanges of the Subgroup 1-2 Exchangeable Certificates” in Exhibit C-1 hereto; and
(3) Class 2-A-1, Class 2-A-2 and Class 2-A-4 A-22 Certificates may be exchanged as described under the heading “Available Exchanges of the Group 2 Exchangeable Certificates” in Exhibit C-1 hereto; providedand
(3) Class A-8, however, that Exchangeable Class A-12 and Class A-23 Certificates may not be so exchanged for other Exchangeable Certificates if any as described under the heading “Available Exchanges of the Group 3 Exchangeable Certificates received Certificates” in the exchange would have an Original Face Amount of less than the minimum Authorized Denomination for the related ClassExhibit C-1 hereto. The Exchangeable Certificates at any time outstanding shall represent ownership of REMIC II III Regular Interests in the following proportions:
(A) the Class 1-A-1 Certificates shall represent ownership of (w) a portion of the Class 1-A-EXS7-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS7-M Principal Balance, (x) a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance, (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (z) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(B) the Class 1-A-7 Certificates shall represent ownership of a portion of the Class 1-A-EXS7-M Regular Interest equal to the Class 1-A-7 Exchange Fraction of the Class 1-A-EXS7-M Principal Balance;
(C) the Class 1-A-8 A-3 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance, (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (z) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(D) the Class 1-A-9 Certificates shall represent ownership of a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-9/10 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance;
(E) the Class 1-A-10 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-9/10 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (y) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-9/10 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(F) the Class 1-A-11 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance and (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance;
(G) the Class 1-A-12 Certificates shall represent ownership of a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(H) the Class 1-A-3 Certificates shall represent ownership of a portion of the Class 1-A-EXS3-M Regular Interest with a principal balance equal to the Class 1A-3 Principal Balance, (y) a portion of the Class A-A-3 EXS3-IO1-M Regular Interest with a notional amount equal to such Class Principal Balance and (z) a portion of the Class A-EXS3-IO2-M Regular Interest with a notional amount equal to such Class Principal Balance;
(IB) the Class 1-A-4 A-13 Certificates shall represent ownership of a portion of the Class 1A-EXS3-M Regular Interest with a principal balance equal to the Class A-13 Principal Balance;
(C) the Class A-14 Certificates shall represent ownership of (x) a portion of the Class A-EXS3-M Regular Interest with a principal balance equal to the Class A-14 Principal Balance and (y) a portion of the Class A-EXS3-IO1-M Regular Interest with a notional amount equal to such Class Principal Balance;
(D) the Class A-15 Certificates shall represent ownership of (x) a portion of the Class A-EXS3-IO1-M Regular Interest with a notional amount equal to the Class A-13 Principal Balance and (y) a portion of the Class A-EXS3-IO2-M Regular Interest with a notional amount equal to the aggregate Class Principal Balance of the Class A-13 and Class A-14 Certificates;
(E) the Class A-4 Certificates shall represent ownership of (x) a portion of the Class A-EXS4-M Regular Interest with a principal balance equal to the Class 1-A-4 Principal Balance;
, (J) the Class 1-A-13 Certificates shall represent ownership of (iy) a portion of the Class 1-A-EXS3EXS4-IO1-M Regular Interest with a principal balance notional amount equal to the such Class 1-A-3 Exchange Fraction of the Class 1-A-13 Principal Balance and (iiz) a portion of the Class 1A-EXS4-IO2-M Regular Interest with a notional amount equal to such Class Principal Balance;
(F) the Class A-16 Certificates shall represent ownership of a portion of the Class A-EXS4-M Regular Interest with a principal balance equal to the Class 1-A-4 Exchange Fraction of the Class 1-A-13 A-16 Principal Balance;
(KG) the Class 2-A-1 A-17 Certificates shall represent ownership of (x) a portion of the Class 2-A-EXS1EXS4-M Regular Interest with a principal balance equal to the Class 2A-17 Principal Balance and (y) a portion of the Class A-A-1 EXS4-IO1-M Regular Interest with a notional amount equal to such Class Principal Balance;
(LH) the Class 2-A-2 A-18 Certificates shall represent ownership of (x) a portion of the Class 2-A-EXS2EXS4-IO1-M Regular Interest with a notional amount equal to the Class A-16 Principal Balance and (y) a portion of the Class A-EXS4-IO2-M Regular Interest with a notional amount equal to the aggregate Class Principal Balance of the Class A-16 and Class A-17 Certificates;
(I) the Class A-5 Certificates shall represent ownership of (x) a portion of the Class A-EXS5-M Regular Interest with a principal balance equal to the Class 2-A-2 A-5 Principal Balance; and, (y) a portion of the Class A-EXS5-IO1-M Regular Interest with a notional amount equal to such Class Principal Balance and (z) a portion of the Class A-EXS5-IO2-M Regular Interest with a notional amount equal to such Class Principal Balance;
(MJ) the Class 2A-10 Certificates shall represent ownership of (x) a portion of the Class A-A-4 EXS10-M Regular Interest with a principal balance equal to the Class A-10 Principal Balance, (y) a portion of the Class A-EXS10-IO1-M Regular Interest with a notional amount equal to such Class Principal Balance and (z) a portion of the Class A-EXS10-IO2-M Regular Interest with a notional amount equal to such Class Principal Balance;
(K) the Class A-19 Certificates shall represent ownership of (i) a portion of the Class 2-A-EXS1EXS4-M Regular Interest with a principal balance equal to 67,155,800/73,314,500 (the “Class A-4 Exchange Fraction”) of the Class A-19 Principal Balance, (ii) a portion of the Class A-EXS4-IO1-M Regular Interest with a notional amount equal to the Class A-4 Exchange Fraction of such Class Principal Balance, (iii) a portion of the Class A-EXS4-IO2-M Regular Interest with a notional amount equal to the Class A-4 Exchange Fraction of such Class Principal Balance, (iv) a portion of the Class A-EXS5-M Regular Interest with a principal balance equal to 4,046,000/73,314,500 (the “Class A-5 Exchange Fraction”) of such Class Principal Balance, (v) a portion of the Class A-EXS5-IO1-M Regular Interest with a notional amount equal to the Class A-5 Exchange Fraction of such Class Principal Balance, (vi) a portion of the Class A-EXS5-IO2-M Regular Interest with a notional amount equal to the Class A-5 Exchange Fraction of such Class Principal Balance, (vii) a portion of the Class A-EXS10-M Regular Interest with a principal balance equal to 2,112,700/73,314,500 (the “Class A-10 Exchange Fraction”) of such Class Principal Balance, (viii) a portion of the Class A-EXS10-IO1-M Regular Interest with a notional amount equal to the Class A-10 Exchange Fraction of such Class Principal Balance and (ix) a portion of the Class A-EXS10-IO2-M Regular Interest with a notional amount equal to the Class A-10 Exchange Fraction of such Class Principal Balance;
(L) the Class A-20 Certificates shall represent ownership of (i) a portion of the Class A-EXS4-M Regular Interest with a principal balance equal to the Class 2-A-1 A-4 Exchange Fraction of the Class 2-A-4 A-20 Principal Balance and Balance, (ii) a portion of the Class 2-A-EXS2EXS5-M Regular Interest with a principal balance equal to the Class 2A-5 Exchange Fraction of such Class Principal Balance and (iii) a portion of the Class A-A-2 EXS10-M Regular Interest with a principal balance equal to the Class A-10 Exchange Fraction of such Class Principal Balance;
(M) the Class A-21 Certificates shall represent ownership of (i) a portion of the Class A-EXS4-M Regular Interest with a principal balance equal to the Class A-4 Exchange Fraction of the Class 2A-21 Principal Balance, (ii) a portion of the Class A-EXS5-M Regular Interest with a principal balance equal to the Class A-5 Exchange Fraction of such Class Principal Balance, (iii) a portion of the Class A-EXS10-M Regular Interest with a principal balance equal to the Class A-10 Exchange Fraction of such Class Principal Balance, (iv) a portion of the Class A-EXS4-IO1-M Regular Interest with a notional amount equal to the Class A-4 Exchange Fraction of such Class Principal Balance, (v) a portion of the Class A-EXS5-IO1-M Regular Interest with a notional amount equal to the Class A-5 Exchange Fraction of such Class Principal Balance and (vii) a portion of the Class A-EXS10-IO1-M Regular Interest with a notional amount equal to the Class A-10 Exchange Fraction of such Class Principal Balance;
(N) the Class A-22 Certificates shall represent ownership of (i) a portion of the Class A-EXS4-IO1-M Regular Interest with a notional amount equal to the Class A-4 Exchange Fraction of the Class A-20 Principal Balance, (ii) a portion of the Class A-EXS4-IO2-M Regular Interest with a notional amount equal to the Class A-4 Exchange Fraction of the aggregate Class Principal Balance of the Class A-20 and Class A-21 Certificates, (iii) a portion of the Class A-EXS5-IO1-M Regular Interest with a notional amount equal to the Class A-5 Exchange Fraction of the Class A-20 Principal Balance, (iv) a portion of the Class A-EXS5-IO2-M Regular Interest with a notional amount equal to the Class A-5 Exchange Fraction of the aggregate Class Principal Balance of the Class A-20 and Class A-21 Certificates, (v) a portion of the Class A-EXS10-IO1-M Regular Interest with a notional amount equal to the Class A-10 Exchange Fraction of the Class A-20 Principal Balance and (vi) a portion of the Class A-EXS10-IO2-M Regular Interest with a notional amount equal to the Class A-10 Exchange Fraction of the aggregate Class Principal Balance of the Class A-20 and Class A-21 Certificates;
(O) the Class A-8 Certificates shall represent ownership of a portion of the Class A-EXS8-M Regular Interest with a principal balance equal to the Class A-8 Principal Balance;
(P) the Class A-12 Certificates shall represent ownership of a portion of the Class A-EXS12-M Regular Interest with a principal balance equal to the Class A-12 Principal Balance; and
(Q) the Class A-23 Certificates shall represent ownership of (i) a portion of the Class A-EXS8-M Regular Interest with a principal balance equal to 73,000,000/78,110,700 (the “Class A-8 Exchange Fraction”) of the Class A-23 Principal Balance and (ii) a portion of the Class A-EXS12-M Regular Interest with a principal balance equal to 5,110,700/78,110,700 (the “Class A-12 Exchange Fraction”) of the Class A-23 Principal Balance.
(b) If a beneficial owner of Exchangeable Certificates wishes to exchange those Certificates for other Exchangeable Certificates in accordance with Section 5.06(a), such beneficial owner must notify the Trustee no later than three Business Days before the proposed exchange date. Notice to the Trustee may be provided by email to ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ or by telecopy at (▇▇▇) ▇▇▇-▇▇▇▇. The exchange date will be subject to the Trustee’s approval but may generally be any Business Day other than the first or last Business Day of each calendar month; provided, however, that any exchange shall initially be reflected in the distributions made on the Distribution Date in the calendar month immediately following the calendar month of the exchange. The notice shall be substantially in the form of Exhibit C-2 hereto and shall (i) be on the beneficial owner’s letterhead, (ii) carry a medallion stamp guarantee or be signed by an authorized signatory and be presented with an incumbency certificate and (iii) set forth the following information: the CUSIP number of both the Certificates to be exchanged and the Certificates to be received, the Original Face outstanding Certificate Principal Balance or Notional Amount and the initial Certificate Principal Balance or Notional Amount of both the Certificates to be exchanged and the Certificates to be receivedexchanged, the beneficial owner’s DTC participant number and the proposed exchange date. After receiving the notice, the Trustee shall e-mail the beneficial owner with wire payment instructions relating to the exchange fee and, assuming the exchange is a permitted exchange as provided in Section 5.06(a), the beneficial owner shall use 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. A beneficial owner may on the same date first exchange Class 1-A-9, Class 1-A-10, Class 1-A-11 and/or Class 1-A-12 Certificates for Class 1-A-8 Certificates, and then exchange Class 1-A-7 and Class 1-A-8 Certificates for Class 1-A-1 Certificates, or vice versa.. In connection with each exchange, the beneficial owner shall pay the Trustee a fee in the amount of $5,000; provided, however, that if a beneficial owner makes a two-step exchange on the same date as described in the immediately preceding paragraph, the beneficial owner shall only pay a single fee of $5,000. The exchange shall be completed upon the receipt by the Trustee of the exchange fee and notice via the Deposit and Withdrawal System at DTC of the delivery of the Certificates to be exchanged. In the event that the book-entry system with respect to the Book-Entry Certificates shall have been terminated and the Exchangeable Certificates shall have been issued as Definitive Certificates pursuant to Section 5.09, a Certificateholder who wishes to exchange Exchangeable Certificates shall be required to surrender those Certificates to the Trustee no later than three Business Days before the proposed exchange date.
(c) Not later than the fifth Business Day of each calendar month, the Trustee shall deliver to the Servicer a report stating either (x) with respect to each exchange of Exchangeable Certificates that occurred in the prior calendar month, (i) the Class Principal Balance or Class Notional Amount, as applicable, of the Exchangeable Certificates that were exchanged and (ii) the date of exchange or (y) that no Exchangeable Certificates were exchanged in the prior calendar month. On the last day of each calendar month, the Class Principal Balances of the Exchangeable Certificates (other than the Class A-15, Class A-18 and Class A-22 Certificates) shall be increased (in the case of Exchangeable Certificates received in an exchange) or decreased (in the case of Exchangeable Certificates that were exchanged), as applicable, to reflect all exchanges that have been made pursuant to Section 5.06(a) during such calendar month..
Appears in 1 contract
Exchangeable Certificates. (a) Exchangeable Certificates may, in accordance with the procedures described in Section 5.06(b), be exchanged for other Exchangeable Certificates as follows:
(1) Class 1-A-1, Class 1-A-2, Class A-5, Class A-6, Class A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11 A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23 and Class 1-A-12 A-24 Certificates may be exchanged as described under the heading “Available Exchanges of the Subgroup 1-1 Exchangeable Certificates” in Exhibit C-1 hereto;; and
(2) Class 1-A-3, Class 1-A-4 A-25 and Class 1-A-13 A-26 Certificates may be exchanged as described under the heading “Available Exchanges of the Subgroup 1-2 Exchangeable Certificates” in Exhibit C-1 hereto; and
(3) Class 2-A-1, Class 2-A-2 and Class 2-A-4 Certificates may be exchanged as described under the heading “Available Exchanges of the Group 2 Exchangeable Certificates” in Exhibit C-1 hereto; provided, however, that Exchangeable Certificates may not be so exchanged for other Exchangeable Certificates if any of the Exchangeable Certificates received in the exchange would have an Original Face Amount of less than the minimum Authorized Denomination for the related Class. The Exchangeable Certificates at any time outstanding shall represent ownership of REMIC II Class EX or REMIC III Class EX Regular Interests in the following proportions:
(A) the each Class 1-A-1 Certificates shall represent ownership of (w) a portion of the Class 1-A-EXS7-M Regular Interest equal to the A-1, Class 1-A-1 Exchange Fraction of the A-2, Class 1-A-EXS7-M Principal BalanceA-5, (x) a portion of the Class 1-A-EXS8A-M Regular Interest equal to the A-6, Class 1-A-1 Exchange Fraction of the A-7, Class 1-A-EXS8A-M Principal BalanceA-8, (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the A-9, Class 1-A-1 Exchange Fraction of the A-10, Class 1-A-EXS8B-M Principal Balance A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23 and (z) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(B) the Class 1-A-7 A-24 Certificates shall represent ownership of a portion of the Class 1-A-EXS7-M Regular Interest equal to the Class 1-A-7 Exchange applicable REMIC Fraction of the Class 1-A-EXS7-M Principal Balance;
Balance of each Class of Related REMIC Interests, where the “Related REMIC Interests” are the REMIC II Class EX Regular Interests listed for such Class of Certificates under the heading “Related REMIC Interests” in the following table, and where the “REMIC Fraction” equals a fraction, the numerator of which is the Original Face Amount of such Class of Certificates and the denominator of which is the aggregate Class Principal Balance on the Closing Date of such Related REMIC Interests (C) for example, the Class 1-A-8 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance, (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (z) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(D) the Class 1-A-9 Certificates shall represent ownership of a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-9/10 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance;
(E) the Class 1-A-10 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-9/10 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (y) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-9/10 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(F) the Class 1-A-11 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8A-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance and (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance;
(G) the Class 1-A-12 Certificates shall represent ownership of a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(H) the Class 1-A-3 Certificates shall represent ownership of a portion of the Class 1-A-EXS3-M Regular Interest with a principal balance equal to the Class 1-A-3 Principal Balance;
(I) the Class 1-A-4 Certificates shall represent ownership of a portion of the Class 1-A-EXS4-M Regular Interest with a principal balance equal to the Class 1-A-4 Principal Balance;
(J) the Class 1-A-13 Certificates shall represent ownership of (i) a portion of the Class 1-A-EXS3-M Regular Interest with a principal balance equal to the Class 1-A-3 Exchange Fraction of the Class 1-A-13 Principal Balance and (ii) a portion of the Class 1-A-EXS4-M Regular Interest with a principal balance equal to the Class 1-A-4 Exchange Fraction of the Class 1-A-13 Principal Balance;
(K) the Class 2-A-1 Certificates shall represent ownership of a portion of the Class 2-A-EXS1-M Regular Interest with a principal balance equal to the Class 2-A-1 Principal Balance;
(L) the Class 2-A-2 Certificates shall represent ownership of a portion of the Class 2-A-EXS2-M Regular Interest with a principal balance equal to the Class 2-A-2 Principal Balance; and
(M) the Class 2-A-4 Certificates shall represent ownership of (i) a portion of the Class 2-A-EXS1-M Regular Interest with a principal balance equal to the Class 2-A-1 Exchange REMIC Fraction of the Class 2-A-4 Principal Balance and (ii) a portion of each Class of the Class 2EX-AH61A, Class EX-EXS2I61A, Class EX-M H61B and Class EX-I61B Regular Interest with Interests, where the “REMIC Fraction” equals a principal balance equal to fraction, the Class 2-A-2 Exchange Fraction numerator of the Class 2-A-4 Principal Balance.
(b) If a beneficial owner of Exchangeable Certificates wishes to exchange those Certificates for other Exchangeable Certificates in accordance with Section 5.06(a), such beneficial owner must notify the Trustee no later than three Business Days before the proposed exchange date. Notice to the Trustee may be provided by email to ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ or by telecopy at (▇▇▇) ▇▇▇-▇▇▇▇. The exchange date will be subject to the Trustee’s approval but may generally be any Business Day other than the first or last Business Day of each calendar month; provided, however, that any exchange shall initially be reflected in the distributions made on the Distribution Date in the calendar month immediately following the calendar month of the exchange. The notice shall be substantially in the form of Exhibit C-2 hereto and shall (i) be on the beneficial owner’s letterhead, (ii) carry a medallion stamp guarantee or be signed by an authorized signatory and be presented with an incumbency certificate and (iii) set forth the following information: the CUSIP number of both the Certificates to be exchanged and the Certificates to be received, which is the Original Face Amount of both the Class A-2 Certificates to be exchanged and the Certificates to be received, denominator of which is the beneficial owner’s DTC participant number and the proposed exchange date. After receiving the notice, the Trustee shall e-mail the beneficial owner with wire payment instructions relating to the exchange fee and, assuming the exchange is a permitted exchange as provided in Section 5.06(a), the beneficial owner shall use 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. A beneficial owner may on the same date first exchange Class 1-A-9, Class 1-A-10, Class 1-A-11 and/or Class 1-A-12 Certificates for Class 1-A-8 Certificates, and then exchange Class 1-A-7 and Class 1-A-8 Certificates for Class 1-A-1 Certificates, or vice versa.. In connection with each exchange, the beneficial owner shall pay the Trustee a fee in the amount of $5,000; provided, however, that if a beneficial owner makes a two-step exchange on the same date as described in the immediately preceding paragraph, the beneficial owner shall only pay a single fee of $5,000. The exchange shall be completed upon the receipt by the Trustee of the exchange fee and notice via the Deposit and Withdrawal System at DTC of the delivery of the Certificates to be exchanged. In the event that the book-entry system with respect to the Book-Entry Certificates shall have been terminated and the Exchangeable Certificates shall have been issued as Definitive Certificates pursuant to Section 5.09, a Certificateholder who wishes to exchange Exchangeable Certificates shall be required to surrender those Certificates to the Trustee no later than three Business Days before the proposed exchange date.
(c) Not later than the fifth Business Day of each calendar month, the Trustee shall deliver to the Servicer a report stating either (x) with respect to each exchange of Exchangeable Certificates that occurred in the prior calendar month, (i) the aggregate Class Principal Balance or Class Notional Amount, as applicable, on the Closing Date of the Exchangeable Certificates that were exchanged Class EX-H61A, Class EX-I61A, Class EX-H61B and (ii) the date of exchange or (y) that no Exchangeable Certificates were exchanged in the prior calendar month. On the last day of each calendar month, the Class Principal Balances of the Exchangeable Certificates shall be increased (in the case of Exchangeable Certificates received in an exchange) or decreased (in the case of Exchangeable Certificates that were exchanged), as applicable, to reflect all exchanges that have been made pursuant to Section 5.06(a) during such calendar month..EX-I61B Regular Interests):
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Exchangeable Certificates. (a) Exchangeable Certificates may, in accordance with the procedures described in Section 5.06(b), be exchanged for other Exchangeable Certificates as follows:
(1) Class 1-A-1A-4, Class 1-A-7A-13, Class 1-A-14 and Class 1-A-15 Certificates may be exchanged as described under the heading “Available Exchanges of the Subgroup 1-1 Exchangeable Certificates” in Exhibit C hereto.
(2) Class 1-A-1, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11 and Class 1-A-12 Certificates may be exchanged as described under the heading “Available Exchanges of the Subgroup 1-1 Exchangeable Certificates” in Exhibit C-1 hereto;
(2) Class 1-A-3, Class 1-A-4 and Class 1-A-13 Certificates may be exchanged as described under the heading “Available Exchanges of the Subgroup 1-2 Exchangeable Certificates” in Exhibit C-1 C hereto; and.
(3) Class 23-A-1, Class 23-A-2 A-3, Class 3-A-4 and Class 23-A-4 A-5 Certificates may be exchanged as described under the heading “Available Exchanges of the Group 2 3 Exchangeable Certificates” in Exhibit C-1 C hereto; provided. For REMIC purposes, however, that Exchangeable Certificates may not be so exchanged for other Exchangeable Certificates if any of the Exchangeable Certificates received in the exchange would have an Original Face Amount of less than the minimum Authorized Denomination for the related Class. The Exchangeable Certificates at any time outstanding shall represent ownership of REMIC II III Regular Interests in the following proportions:
(A) the Class 1-A-1 A-4 Certificates shall represent ownership of (w) a portion of the Class 1-A-EXS7-M Regular Interest equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS7-M Principal Balance, (x) a portion of the Class 1-A-EXS8AEXS-M Regular Interest with a principal balance equal to the Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8A-M A-4 Principal Balance, (y) a portion of the Class 1-A-EXS8BEXS-IO1-M Regular Interest with a notional amount equal to the such Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (z) a portion of the Class 1-A-EXS8CEXS-IO2-M Regular Interest with a notional amount equal to the such Class 1-A-1 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(B) the Class 1-A-7 A-13 Certificates shall represent ownership of a portion of the Class 1-A-EXS7EXS-M Regular Interest with a principal balance equal to the Class 1-A-7 Exchange Fraction A-13 Principal Balance;
(C) the Class 1-A-14 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS7EXS-M Regular Interest with a principal balance equal to the Class 1-A-14 Principal Balance and (y) a portion of the Class 1-A-EXS-IO1-M Regular Interest with a notional amount equal to such Class Principal Balance;
(CD) the Class 1-A-15 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS-IO1-M Regular Interest with a notional amount equal to the excess, if any, of the Class 1-A-EXS-IO1-M Notional Amount over the aggregate Class Principal Balance of the Class 1-A-4 and Class 1-A-14 Certificates and (y) a portion of the Class 1-A-EXS-IO2-M Regular Interest with a notional amount equal to the excess of the Class 1-A-EXS-IO2-M Notional Amount over the Class 1-A-4 Principal Balance;
(E) the Class 3-A-1 Certificates shall represent ownership of (x) a portion of the Class 3-A-EXS-M Regular Interest with a principal balance equal to the Class 3-A-1 Principal Balance, (y) a portion of the Class 3-A-EXS-IO1-M Regular Interest with a notional amount equal to such Class Principal Balance and (z) a portion of the Class 3-A-EXS-IO2-M Regular Interest with a notional amount equal to such Class Principal Balance;
(F) the Class 3-A-3 Certificates shall represent ownership of a portion of the Class 3-A-EXS-M Regular Interest with a principal balance equal to the Class 3-A-3 Principal Balance;
(G) the Class 3-A-4 Certificates shall represent ownership of (x) a portion of the Class 3-A-EXS-M Regular Interest with a principal balance equal to the Class 3-A-4 Principal Balance and (y) a portion of the Class 3-A-EXS-IO1-M Regular Interest with a notional amount equal to such Class Principal Balance;
(H) the Class 3-A-5 Certificates shall represent ownership of (x) a portion of the Class 3-A-EXS-IO1-M Regular Interest with a notional amount equal to the excess, if any, of the Class 3-A-EXS-IO1-M Notional Amount over the aggregate Class Principal Balance of the Class 3-A-1 and Class 3-A-4 Certificates and (y) a portion of the Class 3-A-EXS-IO2-M Regular Interest with a notional amount equal to the excess of the Class 3-A-EXS-IO2-M Notional Amount over the Class 3-A-1 Principal Balance;
(I) the Class 1-A-1 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXSUP-M Regular Interest with a principal balance equal to the Class 1-A-1 Principal Balance and (y) a portion of the Class 1-A-EXSUP-IO-M Regular Interest with a notional amount equal to such Class Principal Balance;
(J) the Class 1-A-8 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8AEXMZ-M Regular Interest with a principal balance equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance, Balance and (y) a portion of the Class 1-A-EXS8BEXMZ-IO-M Regular Interest with a notional amount equal to the such Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8B-M Principal Balance and (z) a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-8 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(DK) the Class 1-A-9 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8AEXSUP-M Regular Interest with a principal balance equal to 162,421,620/169,542,400 of the Class 1-A-9/10 Exchange Fraction A-9 Principal Balance and (y) a portion of the Class 1-A-EXS8AEXMZ-M Regular Interest with a principal balance equal to 7,120,780/169,542,400 of such Class Principal Balance;
(EL) the Class 1-A-10 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8BEXSUP-IO-M Regular Interest with a notional amount equal to the Class 1-A-9/10 Exchange Fraction excess of the Class 1-A-EXS8BEXSUP-IO-M Notional Amount over the Class 1-A-1 Principal Balance and (y) a portion of the Class 1-A-EXS8CEXMZ-IO-M Regular Interest with a notional amount equal to the Class 1-A-9/10 Exchange Fraction excess of the Class 1-A-EXS8CEXMZ-IO-M Notional Amount over the Class 1-A-8 Principal Balance;
(FM) the Class 1-A-11 Certificates shall represent ownership of (x) a portion of the Class 1-A-EXS8AEXSUP-M Regular Interest with a principal balance equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8A-M Principal Balance and (y) a portion of the Class 1-A-EXS8B-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8B-M A-11 Principal Balance;; and
(GN) the Class 1-A-12 Certificates shall represent ownership of a portion of the Class 1-A-EXS8C-M Regular Interest equal to the Class 1-A-11/12 Exchange Fraction of the Class 1-A-EXS8C-M Principal Balance;
(H) the Class 1-A-3 Certificates shall represent ownership of a portion of the Class 1-A-EXS3EXMZ-M Regular Interest with a principal balance equal to the Class 1-A-3 Principal Balance;
(I) the Class 1-A-4 Certificates shall represent ownership of a portion of the Class 1-A-EXS4-M Regular Interest with a principal balance equal to the Class 1-A-4 Principal Balance;
(J) the Class 1-A-13 Certificates shall represent ownership of (i) a portion of the Class 1-A-EXS3-M Regular Interest with a principal balance equal to the Class 1-A-3 Exchange Fraction of the Class 1-A-13 Principal Balance and (ii) a portion of the Class 1-A-EXS4-M Regular Interest with a principal balance equal to the Class 1-A-4 Exchange Fraction of the Class 1-A-13 Principal Balance;
(K) the Class 2-A-1 Certificates shall represent ownership of a portion of the Class 2-A-EXS1-M Regular Interest with a principal balance equal to the Class 2-A-1 Principal Balance;
(L) the Class 2-A-2 Certificates shall represent ownership of a portion of the Class 2-A-EXS2-M Regular Interest with a principal balance equal to the Class 2-A-2 Principal Balance; and
(M) the Class 2-A-4 Certificates shall represent ownership of (i) a portion of the Class 2-A-EXS1-M Regular Interest with a principal balance equal to the Class 2-A-1 Exchange Fraction of the Class 2-A-4 Principal Balance and (ii) a portion of the Class 2-A-EXS2-M Regular Interest with a principal balance equal to the Class 2-A-2 Exchange Fraction of the Class 2-A-4 A-12 Principal Balance.
(b) If a beneficial owner of Exchangeable Certificates wishes to exchange those Certificates for other Exchangeable Certificates in accordance with Section 5.06(a), such beneficial owner must notify the Trustee no later than three Business Days before the proposed exchange date. Notice to the Trustee may be provided by email to ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ or by telecopy at (▇▇▇) ▇▇▇-▇▇▇▇. The exchange date will be subject to the Trustee’s approval but may generally be any Business Day other than the first or last Business Day of each calendar month; provided, however, that any exchange shall initially be reflected in the distributions made on the Distribution Date in the calendar month immediately following the calendar month of the exchange. The notice shall be substantially in the form of Exhibit C-2 hereto and shall must (i) be on the beneficial owner’s letterhead, (ii) carry a medallion stamp guarantee or be signed by an authorized signatory and be presented with an incumbency certificate and (iii) set forth the following information: the CUSIP number of both the Certificates to be exchanged and the Certificates to be received, the Original Face outstanding Certificate Principal Balance or Notional Amount and the initial Certificate Principal Balance or Notional Amount of both the Certificates to be exchanged and the Certificates to be receivedexchanged, the beneficial owner’s DTC participant number and the proposed exchange date. After receiving the notice, the Trustee shall e-mail the beneficial owner with wire payment instructions relating to the exchange fee and, assuming the exchange is a permitted exchange as provided in Section 5.06(a), the beneficial owner shall use 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. A beneficial owner may on the same date first exchange Class 1-A-9, Class 1-A-10, Class 1-A-11 and/or Class 1-A-12 Certificates for Class 1-A-8 Certificates, and then exchange Class 1-A-7 and Class 1-A-8 Certificates for Class 1-A-1 Certificates, or vice versa.. In connection with each exchange, the beneficial owner shall pay the Trustee a fee in the amount of $5,000; provided, however, that if a beneficial owner makes a two-step exchange on the same date as described in the immediately preceding paragraph, the beneficial owner shall only pay a single fee of $5,000. The exchange shall be completed upon the receipt by the Trustee of the exchange fee and notice via the Deposit and Withdrawal System at DTC of the delivery of the Certificates to be exchanged. In the event that the book-entry system with respect to the Book-Entry Certificates shall have been terminated and the Exchangeable Certificates shall have been issued as Definitive Certificates pursuant to Section 5.09, a Certificateholder who wishes to exchange Exchangeable Certificates shall be required to surrender those Certificates to the Trustee no later than three Business Days before the proposed exchange date.
(c) Not later than the fifth Business Day of each calendar month, the Trustee shall deliver to the Servicer a report stating either (x) with respect to each exchange of Exchangeable Certificates that occurred in the prior calendar month, (i) the Class Principal Balance or Class Notional Amount, as applicable, of the Exchangeable Certificates that were exchanged and (ii) the date of exchange or (y) that no Exchangeable Certificates were exchanged in the prior calendar month. On the last day of each calendar month, the Class Principal Balances of the Exchangeable Certificates (other than the Class 1-A-10, Class 1-A-15 and Class 3-A-5 Certificates) shall be increased (in the case of Exchangeable Certificates received in an exchange) or decreased (in the case of Exchangeable Certificates that were exchanged), as applicable, to reflect all exchanges that have been made pursuant to Section 5.06(a) during such calendar month..
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