FOR EACH DUE PERIOD, THE SCHEDULED DISTRIBUTION ON ANY PLEDGED
OBLIGATION (OTHER THAN A DEFAULTED SECURITY, WHICH, EXCEPT AS OTHERWISE PROVIDED
HEREIN, SHALL BE ASSUMED TO HAVE A SCHEDULED DISTRIBUTION OF ZERO) SHALL BE THE
SUM OF (I) THE TOTAL AMOUNT OF PAYMENTS AND COLLECTIONS IN RESPECT OF SUCH
PLEDGED OBLIGATION (INCLUDING ALL SALES PROCEEDS RECEIVED DURING THE DUE PERIOD
AND NOT REINVESTED IN SUBSTITUTE COLLATERAL DEBT SECURITIES OR RETAINED IN THE
PRINCIPAL COLLECTION ACCOUNT FOR SUBSEQUENT REINVESTMENT) THAT, IF PAID AS
SCHEDULED, WILL BE AVAILABLE IN THE COLLECTION ACCOUNTS AT THE END OF SUCH DUE
PERIOD
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FOR PAYMENT ON THE NOTES AND OF EXPENSES OF THE ISSUER AND THE CO-ISSUER
PURSUANT TO THE PRIORITY OF PAYMENTS AND (II) ANY SUCH AMOUNTS RECEIVED IN PRIOR
DUE PERIODS THAT WERE NOT DISBURSED ON A PREVIOUS PAYMENT DATE AND DO NOT
CONSTITUTE AMOUNTS WHICH HAVE BEEN USED AS REIMBURSEMENT WITH RESPECT TO A PRIOR
INTEREST ADVANCE PURSUANT TO THE TERMS OF THIS INDENTURE.
(D)
WITH RESPECT TO ANY COLLATERAL DEBT SECURITY AS TO WHICH ANY INTEREST
OR OTHER PAYMENT THEREON IS SUBJECT TO WITHHOLDING TAX OF ANY RELEVANT
JURISDICTION, EACH SCHEDULED DISTRIBUTION THEREON SHALL, FOR PURPOSES OF THE PAR
VALUE COVERAGE TESTS AND THE COLLATERAL QUALITY TESTS, BE DEEMED TO BE PAYABLE
NET OF SUCH WITHHOLDING TAX UNLESS THE ISSUER THEREOF OR OBLIGOR THEREON IS
REQUIRED TO MAKE ADDITIONAL PAYMENTS TO FULLY COMPENSATE THE ISSUER FOR SUCH
WITHHOLDING TAXES (INCLUDING IN RESPECT OF ANY SUCH ADDITIONAL PAYMENTS).
ON
ANY DATE OF DETERMINATION, THE AMOUNT OF ANY SCHEDULED DISTRIBUTION DUE ON ANY
FUTURE DATE SHALL BE ASSUMED TO BE MADE NET OF ANY SUCH UNCOMPENSATED
WITHHOLDING TAX BASED UPON WITHHOLDING TAX RATES IN EFFECT ON SUCH DATE OF
DETERMINATION.
(E)
EACH SCHEDULED DISTRIBUTION RECEIVABLE WITH RESPECT TO A PLEDGED
OBLIGATION SHALL BE ASSUMED TO BE RECEIVED ON THE APPLICABLE DUE DATE, AND EACH
SUCH SCHEDULED DISTRIBUTION SHALL BE ASSUMED TO BE IMMEDIATELY DEPOSITED IN THE
APPLICABLE COLLECTION ACCOUNT EXCEPT TO THE EXTENT THE COLLATERAL MANAGER HAS A
REASONABLE EXPECTATION THAT SUCH SCHEDULED DISTRIBUTION WILL NOT BE RECEIVED ON
THE APPLICABLE DUE DATE.
ALL SUCH FUNDS SHALL BE ASSUMED TO CONTINUE TO EARN
INTEREST UNTIL THE DATE ON WHICH THEY ARE REQUIRED TO BE AVAILABLE IN THE
APPLICABLE COLLECTION ACCOUNT FOR TRANSFER TO THE PAYMENT ACCOUNT FOR
APPLICATION, IN ACCORDANCE WITH THE TERMS HEREOF, TO PAYMENTS OF PRINCIPAL OF OR
INTEREST ON THE NOTES OR OTHER AMOUNTS PAYABLE PURSUANT TO THIS INDENTURE.
(F)
ALL CALCULATIONS REQUIRED TO BE MADE AND ALL REPORTS WHICH ARE TO BE
PREPARED PURSUANT TO THIS INDENTURE WITH RESPECT TO THE PLEDGED OBLIGATIONS,
SHALL BE MADE ON THE BASIS OF THE DATE ON WHICH THE ISSUER MAKES A COMMITMENT TO
PURCHASE OR SELL AN ASSET (THE "TRADE DATE"), NOT THE SETTLEMENT DATE.
(G)
FOR PURPOSES OF CALCULATING THE PAR VALUE RATIO, AN APPRAISAL REDUCTION
OF A COLLATERAL DEBT SECURITY SHALL BE ASSUMED TO RESULT IN AN IMPLIED REDUCTION
OF PRINCIPAL BALANCE FOR SUCH COLLATERAL DEBT SECURITY ONLY IF