NOTES REMAIN OUTSTANDING AS OF THE PAYMENT DATE
OCCURRING SIX MONTHS PRIOR TO THE STATED MATURITY OF THE NOTES, THE COLLATERAL
MANAGER WILL BE REQUIRED TO DETERMINE WHETHER PROCEEDS EXPECTED TO BE RECEIVED
ON THE ASSETS PRIOR TO THE STATED MATURITY OF THE NOTES WILL BE SUFFICIENT TO
PAY IN FULL THE PRINCIPAL AMOUNT OF (AND ACCRUED INTEREST ON) THE NOTES ON THE
STATED MATURITY.
IF THE COLLATERAL MANAGER DETERMINES, IN ITS SOLE DISCRETION,
THAT SUCH PROCEEDS WILL NOT BE SUFFICIENT TO PAY THE OUTSTANDING PRINCIPAL
AMOUNT OF AND ACCRUED INTEREST ON THE NOTES (A "NOTE LIQUIDATION EVENT") ON THE
STATED MATURITY OF THE NOTES, THE ISSUER WILL, AT THE DIRECTION OF THE
COLLATERAL MANAGER, BE OBLIGATED TO LIQUIDATE THE PORTION OF COLLATERAL DEBT
SECURITIES SUFFICIENT TO PAY THE REMAINING PRINCIPAL AMOUNT OF AND INTEREST ON
THE NOTES ON OR BEFORE THE STATED MATURITY.
THE COLLATERAL DEBT SECURITIES TO
BE LIQUIDATED BY THE ISSUER WILL BE SELECTED BY THE COLLATERAL MANAGER.
236
SECTION 12.2
REPLENISHMENT CRITERIA AND TRADING RESTRICTIONS.
(A)
EXCEPT AS PROVIDED IN SECTION 12.3(C), DURING THE REPLENISHMENT PERIOD,
REPLENISHMENT PROCEEDS WILL BE REINVESTED IN SUBSTITUTE COLLATERAL DEBT
SECURITIES (WHICH SHALL BE, AND HEREBY ARE, GRANTED TO THE TRUSTEE PURSUANT TO
THE GRANTING CLAUSE OF THIS AGREEMENT) ONLY IF THE COLLATERAL MANAGER HAS NOT
BEEN REMOVED, OR VOTED TO BE REMOVED AS A RESULT OF THE OCCURRENCE OF AN ACT BY
THE COLLATERAL MANAGER OR ITS AFFILIATES THAT CONSTITUTES FRAUD OR CRIMINAL
ACTIVITY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THE COLLATERAL MANAGEMENT
AGREEMENT AND, AFTER GIVING EFFECT TO SUCH REINVESTMENT, THE FOLLOWING CRITERIA
(THE "REPLENISHMENT CRITERIA") ARE SATISFIED, AS EVIDENCED BY AN OFFICER'S
CERTIFICATE OF THE ISSUER OR THE COLLATERAL MANAGER DELIVERED TO THE TRUSTEE, AS
OF (I) THE DATE OF THE IRREVOCABLE AND BINDING COMMITMENT TO PURCHASE SUCH
SUBSTITUTE COLLATERAL DEBT SECURITIES IN THE CASE OF THE PURCHASE OF ANY CMBS
SECURITIES AND (II) THE DATE OF PURCHASE OF SUCH SUBSTITUTE COLLATERAL DEBT
SECURITIES IN THE CASE OF THE PURCHASE OF ANY OTHER SPECIFIED TYPE OF COLLATERAL
DEBT SECURITIES:
(I)
THE COLLATERAL QUALITY TESTS ARE SATISFIED, OR, IF ANY COLLATERAL
QUALITY TEST WAS NOT SATISFIED IMMEDIATELY PRIOR TO SUCH REINVESTMENT, THE
EXTENT OF COMPLIANCE WITH SUCH COLLATERAL QUALITY TEST WILL BE MAINTAINED OR
IMPROVED FOLLOWING SUCH REINVESTMENT, EXCEPT AS OTHERWISE SPECIFIED IN THE
REPLENISHMENT CRITERIA BELOW;
(II)
THE PAR VALUE COVERAGE TESTS ARE SATISFIED, OR, EXCEPT WITH RESPECT TO
SALE PROCEEDS IN RESPECT OF DEFAULTED SECURITIES, IF NOT SATISFIED, ARE
MAINTAINED OR IMPROVED;
(III)
IF IMMEDIATELY PRIOR TO SUCH INVESTMENT THE S&P CDO MONITOR TEST OR
THE S&P RECOVERY TEST WAS NOT SATISFIED, SUCH TEST RESULT IS MAINTAINED OR
IMPROVED AFTER GIVING EFFECT TO SUCH REINVESTMENT; AND
(IV)
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
FOR THE AVOIDANCE OF DOUBT, NO INVESTMENT SHALL BE MADE IN COLLATERAL DEBT
SECURITIES AFTER THE TERMINATION OF THE REPLENISHMENT PERIOD.
AFTER THE
REPLENISHMENT PERIOD, UNSCHEDULED PRINCIPAL PROCEEDS AND SALE PROCEEDS OF CREDIT
RISK SECURITIES AND SPREAD APPRECIATED SECURITIES,