"Yield Supplement Amount" for each Distribution Date means the sum of the
following amounts in respect of each Discount Contract (other than a Discount
Contract which is a Defaulted Contract): the excess, if any, of (a) 30 days'
interest on the Principal Balance, as of the first day of the related Due
Period, of that Discount Contract at a rate equal to the Required Rate over
(b) 30 days' interest on the Principal Balance, as of the first day of the
related Due Period, at that Discount Contract's Contract Interest Rate.
"Yield Supplement Initial Deposit" means $27,386,672.85.
"Yield Supplement Withdrawal Amount" means the lesser of (1) the amount on
deposit in the Yield Supplement Account and (2) the sum of (A) the Yield
Supplement Amount, and (B) after giving effect to the withdrawal of the Yield
Supplement Amount, the amount by which the amount on deposit in the Yield
Supplement Account exceeds the Maximum Yield Supplement Amount.
SECTION 1.02.
USAGE OF TERMS.
WITH RESPECT TO ALL TERMS
IN THIS AGREEMENT, THE SINGULAR INCLUDES THE PLURAL AND THE PLURAL THE SINGULAR;
WORDS IMPORTING ANY GENDER INCLUDE THE OTHER GENDERS; REFERENCES TO "WRITING"
INCLUDE PRINTING, TYPING, LITHOGRAPHY AND OTHER MEANS OF REPRODUCING WORDS IN A
VISIBLE FORM; REFERENCES TO AGREEMENTS AND OTHER CONTRACTUAL INSTRUMENTS INCLUDE
ALL AMENDMENTS, MODIFICATIONS AND SUPPLEMENTS THERETO OR ANY CHANGES THEREIN
ENTERED INTO IN ACCORDANCE WITH THEIR RESPECTIVE TERMS AND NOT PROHIBITED BY
THIS AGREEMENT; REFERENCES TO PERSONS INCLUDE THEIR PERMITTED SUCCESSORS AND
ASSIGNS; AND THE TERM "INCLUDING" MEANS "INCLUDING WITHOUT LIMITATION."
SECTION 1.03.
SECTION REFERENCES.
ALL SECTION
REFERENCES, UNLESS OTHERWISE INDICATED, SHALL BE TO SECTIONS IN THIS AGREEMENT.
SECTION 1.04.
CALCULATIONS.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, ALL INTEREST RATE AND BASIS POINT CALCULATIONS HEREUNDER WILL
BE MADE ON THE BASIS OF A 360-DAY YEAR AND TWELVE 30-DAY MONTHS AND
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WILL BE CARRIED OUT TO AT LEAST THREE DECIMAL PLACES.
SECTION 1.05.
ACCOUNTING TERMS.
ALL ACCOUNTING TERMS
USED BUT NOT SPECIFICALLY DEFINED HEREIN SHALL BE CONSTRUED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES.
ARTICLE TWO
TRANSFER OF CONTRACTS
SECTION 2.01.
CLOSING.
(A)
ON THE CLOSING DATE, THE
TRUST DEPOSITOR SHALL TRANSFER, ASSIGN, SET OVER AND OTHERWISE CONVEY TO THE
TRUST BY EXECUTION OF AN ASSIGNMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A
HERETO, WITHOUT RECOURSE OTHER THAN AS EXPRESSLY PROVIDED HEREIN, (I) ALL THE
RIGHT, TITLE AND INTEREST OF THE TRUST DEPOSITOR IN AND TO THE CONTRACTS LISTED
ON THE LIST OF CONTRACTS DELIVERED ON THE CLOSING DATE (INCLUDING, WITHOUT
LIMITATION, ALL SECURITY INTERESTS AND ALL RIGHTS TO RECEIVE PAYMENTS WHICH ARE
COLLECTED PURSUANT THERETO AFTER THE CUTOFF DATE, INCLUDING ANY LIQUIDATION
PROCEEDS THEREFROM, BUT EXCLUDING ANY RIGHTS TO RECEIVE PAYMENTS WHICH WERE
COLLECTED PURSUANT THERETO ON OR PRIOR TO THE CUTOFF DATE), (II) ALL RIGHTS OF
THE TRUST DEPOSITOR UNDER ANY PHYSICAL DAMAGE OR OTHER INDIVIDUAL INSURANCE
POLICY (AND RIGHTS UNDER A "FORCED PLACED" POLICY, IF ANY), ANY DEBT INSURANCE
POLICY OR ANY DEBT CANCELLATION AGREEMENT RELATING TO ANY SUCH CONTRACT,