Common use of Distributions from Certificate Accounts Clause in Contracts

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); provided, however, that in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 with respect to a final distribution) such Certificateholder's pro rata share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 with respect to a final distribution) such Certificateholder's pro rata share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class on any Distribution Date or Special Distribution Date as follows: (i) to the extent such amounts represent payments of principal of the corresponding Series or Class of Notes (including prepayments or redemption price), or the proceeds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereof, such amounts shall be allocated to principal of such Certificates and (ii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee pursuant to Section 6.06 of the Note Indenture with any payment in respect of any Series or Class of Notes as to whether the amount so paid in respect of such Notes is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interest. If no statement is received, such payments received with respect to any Series or Class of Notes shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class of Notes, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class of Notes to be mailed to each Holder of Certificates of the corresponding Series or Class at its address as it appears in the Register. In the event of redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class stating such anticipated Special Distribution Date. Any such notice mailed by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] having wire transfer capability as may be designated by such Holder; provided, however, that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Distributions from Certificate Accounts. (a) On any date --------------------------------------- Distribution Dateon which the Certificate Trustee receives a Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); provided, however, that in the event receipt of any ------------------ -------- ------- such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Payment Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Record Date with respect to such Distribution Payment Date (other than as provided in Section 10.01 with respect to a final distribution) such Certificateholder's pro rata share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. (b) On each Special Distribution Payment Date with respect to the distribution of any Special Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any -------- ------- such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Payment Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Special Record Date with respect to such Special Distribution Payment Date (other than as provided in Section 10.01 with respect to a final distribution) such Certificateholder's pro rata share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class on any Distribution Payment Date or Special Distribution Payment Date as follows: : (i) to the extent such amounts represent payments of principal of the corresponding Series or Class of Notes (including prepayments or redemption priceprepayments), or the proceeds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereof, such amounts shall be allocated to principal of such Certificates and Certificates; (ii) to the extent such amounts represent payments of premium on the corresponding Series or Class of Notes, such amounts shall be allocated to premium in respect of such Certificates; and (iii) all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee pursuant to Section 6.06 of the Note Indenture with any payment in respect of any Series or Class of Notes as to whether the amount so paid in respect of such Notes is in respect of principal of of, premium, if any, or interest interest, on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to -------- interest. If no statement is received, such payments received with respect to any Series or Class of Notes shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class of Notes, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class of Notes to be mailed to each Holder of Certificates of the corresponding Series or Class at its address as it appears in the Register. In the event of redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Payment Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed not less than 20 days prior to the Special Distribution Payment Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class stating such anticipated Special Distribution Payment Date. Any such notice mailed by the Certificate Trustee shall set forth: (i) the Special Distribution Payment Date or the Distribution Payment Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.01); (ii) the amount of the Special Distribution Payment for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class and the amount thereof constituting principal principal, premium, if any, and interest; (iii) the reason for the Special DistributionPayment; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class but only, in the case of a Special Payment, if the related Special Distribution Payment Date is also a Distribution Payment Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] having wire transfer capability as may be designated by such Holder; provided, however, that the ------------------ -------- ------- final distribution in respect of any Certificate shall be made only as provided in Section 10.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); provided, however, that in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, but is subsequently received, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of notice from the Note Trustee of a final payment on a corresponding Note. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class on any Distribution Date or Special Distribution Date as follows: (i) to the extent such amounts represent payments of principal of the corresponding Series or Class of Notes (including prepayments or redemption price), or the proceeds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereof(to the extent such proceeds exceed the unpaid interest on the related class of Notes), such amounts shall be allocated to principal of such Certificates and (ii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee Servicer pursuant to Section 6.06 of the Note Indenture Servicing Agreement with any payment in respect of any Series or Class of Notes as to whether the amount so paid in respect of such Notes is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interest. If no statement is received, such payments received with respect to any Series or Class of Notes shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class of Notes, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class of Notes to be mailed to each Holder of Certificates of the corresponding Series or Class at its address as it appears in the Certificate Register. In the event of (i) the optional redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed, and (ii) the mandatory redemption of the Notes of any Class, such notice shall be mailed not less than five days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class stating such anticipated Special Distribution Date. Any such notice mailed by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.019.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Certificate Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] York having wire transfer capability as may be designated by such Holder; provided, however, that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.019.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class Tranche of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); provided, however, that and in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class Tranche of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata ’s fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class Tranche held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, but is subsequently received, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, Certificate will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of the notices from the Bond Trustees of the final payments on the corresponding Bonds. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class Tranche of NotesBonds of a Bond Issuer, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class Tranche of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class Tranche of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata ’s fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class Tranche held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class Tranche on any Distribution Date or Special Distribution Date as follows: : (i) to the extent such amounts represent the proceeds of the sale of any Bond of a Bond Issuer by the Certificate Trustee pursuant to Article V or amounts recovered by the Certificate Trustee from any judicial proceeding instituted by the Certificate Trustee pursuant to Section 5.03, such amounts shall be allocated first, to due and unpaid interest pro rata on each Tranche of Certificates based on the respective amounts of interest owed on the Certificates of each such Tranche and second, to due and unpaid principal pro rata on each Tranche of Certificates based on the respective outstanding principal amount of the Certificates of each Tranche, (ii) to the extent such amounts represent payments of principal of the corresponding Series or Class Tranche of Notes (including prepayments or redemption price), or the proceeds Bonds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereofa Bond Issuer, such amounts shall be allocated to principal of such Certificates and (iiiii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee each Servicer pursuant to Section 6.06 of the Note Indenture its Servicing Agreement with any payment in respect of any Series or Class Tranche of Notes Bonds of a Bond Issuer as to whether the amount so paid in respect of the Bonds of such Notes Bond Issuer is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interestBonds. If no statement is received, such payments received with respect to any Series or Class Tranche of Notes Bonds of any Bond Issuer shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class Tranche of NotesBonds, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class Tranche of Notes Bonds of a Bond Issuer to be mailed sent to each Holder of Certificates of the corresponding Series or Class Tranche at its address as it appears in the Certificate Register. In the event of redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed sent not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class Tranche stating such anticipated Special Distribution Date. Any such notice mailed sent by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.019.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class Tranche and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class Tranche but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Certificate Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class Tranche in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] , having wire transfer capability as may be designated by such Holder; provided, however, except that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.019.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); provided, however, that in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. 10:00 a.m. (New York City time) on such Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. 10:00 a.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. 10:00 a.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 with respect to a final distribution) such Certificateholder's pro rata share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder of record as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of notice from the Note Trustee of a final payment on a corresponding Note. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. 10:00 a.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. 10:00 a.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. 10:00 a.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 with respect to a final distribution) such Certificateholder's pro rata share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class on any Distribution Date or Special Distribution Date as follows: (i) to the extent such amounts represent payments of principal of the corresponding Series or Class of Notes (including prepayments or redemption price), or the proceeds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereof(to the extent such proceeds exceed the unpaid interest on the related class of Notes), such amounts shall be allocated to principal of such Certificates and (ii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee Servicer pursuant to Section 6.06 of the Note Indenture Servicing Agreement with any payment in respect of any Series or Class of Notes as to whether the amount so paid in respect of such Notes is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interest. If no statement is received, such payments received with respect to any Series or Class of Notes shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class of Notes, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class of Notes to be mailed to each Holder of Certificates of the corresponding Series or Class at its address as it appears in the Register. In the event of (i) the optional redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed, and (ii) the mandatory redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class stating such anticipated Special Distribution Date. Any such notice mailed by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] York having wire transfer capability as may be designated by such Holder; provided, however, that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates (and, in the case of a Class of floating rate Certificates, the related Swap Counterparty), in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); providedprovided that all payments to the Class A-4 Certificateholders and the Class A-4 Swap Counterparty shall be made as described in Section 2.01 hereof; and provided further, however, that in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Date, distribution thereof to the Certificateholders (and in the case of any Class of floating rate of Certificates, the Swap Counterparty) shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates to the Certificateholders (and in the case of any Class of floating rate of Certificates, the Swap Counterparty on a pari passu basis with the related floating rate Certificateholders) on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount in the related Certificate AccountAccount and, in the case of any Class of floating rate Certificates (solely from the share allocable to such Class), any payments due to the Swap Counterparty as provided herein and under the related Swap Agreement. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, but is subsequently received, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of notice from the Note Trustee of a final payment on a corresponding Note. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates and in the case of any Class of floating rate Certificates, any Swap Counterparty on a pari passu basis with the related floating rate Certificateholders, in the manner described in Section 4.02(e)) and this Section, the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Date, distribution thereof to the Certificateholders and in the case of any Class of floating rate Certificates, any Swap Counterparty shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates and in the case of any Class of floating rate Certificates, any Swap Counterparty on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount of such Special Payment and, in the case of any Class of floating rate Certificates (solely from the share allocable to such Class), any payment due to the Swap Counterparty as reduced by any provided herein and under the related Swap Payment or increased by any Swap Revenues) Agreement and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Subject to the allocation of money in any Certificate Account for any floating rate Class pursuant to Section 2.01 and the allocation of moneys to the Class A-4 Swap Counterparty pursuant to Section 3.03(d), the Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class on any Distribution Date or Special Distribution Date as follows: (i) to the extent such amounts represent payments of principal of the corresponding Series or Class of Notes (including prepayments or redemption price), or the proceeds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereof(to the extent such proceeds exceed the unpaid interest on the related class of Notes), such amounts shall be allocated to principal of such Certificates and (ii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee Servicer pursuant to Section 6.06 of the Note Indenture Servicing Agreement with any payment in respect of any Series or Class of Notes as to whether the amount so paid in respect of such Notes is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interest. If no statement is received, such payments received with respect to any Series or Class of Notes shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class of Notes, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class of Notes to be mailed to each Holder of Certificates of the corresponding Series or Class at its address as it appears in the Certificate Register. In the event of (i) the optional redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed, and (ii) the mandatory redemption of the Notes of any Class, such notice shall be mailed not less than five days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class stating such anticipated Special Distribution Date. Any such notice mailed by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.019.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Certificate Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] York having wire transfer capability as may be designated by such Holder; provided, however, that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.019.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds. Payments made to any Swap Counterparty shall be made in the manner provided in the related Swap Agreement.

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); provided, however, that in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. 10:00 a.m. (New York City time) on such Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. 10:00 a.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. 10:00 a.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 with respect to a final distribution) such Certificateholder's pro rata share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder of record as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of notice from the Note Trustee of a final payment on a corresponding Note. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. 10:00 a.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. 10:00 a.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. 10:00 a.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 with respect to a final distribution) such Certificateholder's pro rata share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Certificate Trustee shall allocate amounts distributed distrib uted to Holders of Certificates of any Series or Class on any Distribution Date or Special Distribution Date as follows: (i) to the extent such amounts represent payments of principal of the corresponding Series or Class of Notes (including prepayments or redemption price), or the proceeds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereof(to the extent such proceeds exceed the unpaid interest on the related class of Notes), such amounts shall be allocated to principal of such Certificates and (ii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee Servicer pursuant to Section 6.06 of the Note Indenture Servicing Agreement with any payment in respect of any Series or Class of Notes as to whether the amount so paid in respect of such Notes is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interest. If no statement is received, such payments received with respect to any Series or Class of Notes shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class of Notes, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class of Notes to be mailed to each Holder of Certificates of the corresponding Series or Class at its address as it appears in the Register. In the event of (i) the optional redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed, and (ii) the mandatory redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class stating such anticipated Special Distribution Date. Any such notice mailed by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] York having wire transfer capability as may be designated by such Holder; provided, however, that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); providedPROVIDED, howeverHOWEVER, that in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of notice from the Note Trustee of a final payment on a corresponding Note. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; providedPROVIDED, howeverHOWEVER, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class on any Distribution Date or Special Distribution Date as follows: (i) to the extent such amounts represent payments of principal of the corresponding Series or Class of Notes (including prepayments or redemption price), or the proceeds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereof(to the extent such proceeds exceed the unpaid interest on the related class of Notes), such amounts shall be allocated to principal of such Certificates and (ii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee Servicer pursuant to Section 6.06 of the Note Indenture Servicing Agreement with any payment in respect of any Series or Class of Notes as to whether the amount so paid in respect of such Notes is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interest. If no statement is received, such payments received with respect to any Series or Class of Notes shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class of Notes, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class of Notes to be mailed to each Holder of Certificates of the corresponding Series or Class at its address as it appears in the Certificate Register. In the event of (i) the optional redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed, and (ii) the mandatory redemption of the Notes of any Class, such notice shall be mailed not less than five days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class stating such anticipated Special Distribution Date. Any such notice mailed by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.019.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Certificate Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] York having wire transfer capability as may be designated by such Holder; providedPROVIDED, howeverHOWEVER, that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.019.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); provided, however, that in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. On any Distribution Date, the Certificate Trustee shall distribute out of the Class A-4 Subccount, in the manner described in Section 4.02(e), the amount required to be distributed therefrom pursuant to Section 2.01. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, but is subsequently received, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of notice from the Note Trustee of a final payment on a corresponding Note. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Subject to the allocation of money in any Certificate Account for any floating rate Class pursuant to Section 2.01, the Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class on any Distribution Date or Special Distribution Date as follows: (i) to the extent such amounts represent payments of principal of the corresponding Series or Class of Notes (including prepayments or redemption price), or the proceeds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereof(to the extent such proceeds exceed the unpaid interest on the related class of Notes), such amounts shall be allocated to principal of such Certificates and (ii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee Servicer pursuant to Section 6.06 of the Note Indenture Servicing Agreement with any payment in respect of any Series or Class of Notes as to whether the amount so paid in respect of such Notes is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interest. If no statement is received, such payments received with respect to any Series or Class of Notes shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class of Notes, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class of Notes to be mailed to each Holder of Certificates of the corresponding Series or Class at its address as it appears in the Certificate Register. In the event of (i) the optional redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed, and (ii) the mandatory redemption of the Notes of any Class, such notice shall be mailed not less than five days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class stating such anticipated Special Distribution Date. Any such notice mailed by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.019.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Certificate Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] York having wire transfer capability as may be designated by such Holder; provided, however, that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.019.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class Tranche of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); provided, however, that and in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class Tranche of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata ’s fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class Tranche held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, but is subsequently received, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, Certificate will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of the notices from the Bond Trustees of the final payments on the corresponding Bonds. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class Tranche of NotesBonds of a Bond Issuer, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class Tranche of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class Tranche of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata ’s fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class Tranche held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class Tranche on any Distribution Date or Special Distribution Date as follows: : (i) to the extent such amounts represent payments of principal of the corresponding Series or Class Tranche of Notes (including prepayments or redemption price)Bonds of a Bond Issuer, or the proceeds of the sale of any Bond of such Note Bond Issuer by the Certificate Trustee pursuant to Article V hereof(to the extent such proceeds exceed the unpaid interest on the related Tranche of Bonds of such Bond Issuer), such amounts shall be allocated to principal of such Certificates and (ii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee each Servicer pursuant to Section 6.06 of the Note Indenture its Servicing Agreement with any payment in respect of any Series or Class Tranche of Notes Bonds of a Bond Issuer as to whether the amount so paid in respect of the Bonds of such Notes Bond Issuer is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interestBonds. If no statement is received, such payments received with respect to any Series or Class Tranche of Notes Bonds of any Bond Issuer shall first be allocable to interest to the extent of any a interest accrued and payable on such Series or Class Tranche of NotesBonds, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class Tranche of Notes Bonds of a Bond Issuer to be mailed sent to each Holder of Certificates of the corresponding Series or Class Tranche at its address as it appears in the Certificate Register. In the event of redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed sent not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class Tranche stating such anticipated Special Distribution Date. Any such notice mailed sent by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.019.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class Tranche and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class Tranche but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Certificate Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class Tranche in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] , having wire transfer capability as may be designated by such Holder; provided, however, except that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.019.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Distributions from Certificate Accounts. (a) On any --------------------------------------- Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a); provided, however, that in the event receipt of any ------------------ such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Date, distribution thereof shall 24 29 be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment (or Swap Revenue) is not received by the Certificate Trustee by the day that is five days after the related Payment Date, but is subsequently received, it will be treated as a Special Payment pursuant to Section 4.02(b). The final distribution with respect to any Certificate, however, will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of notice from the Note Trustee of a final payment on a corresponding Note. (b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Series or Class of Notes, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Series or Class of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event ------------------ receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Certificate Business Day. There shall be so distributed to each Holder of record of such Series or Class of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 10.01 9.01 with respect to a final distribution) such Certificateholder's pro rata fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Series or Class held by such Certificateholder) of the aggregate amount of such Special Payment (as reduced by any Swap Payment or increased by any Swap Revenues) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04. (c) The Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Series or Class on any Distribution Date or Special Distribution Date as follows: (i) to the extent such amounts represent payments of principal of the corresponding Series or Class of Notes (including prepayments or redemption price), or the proceeds of the sale of any such Note by the Certificate Trustee pursuant to Article V hereof(to the extent such proceeds exceed the unpaid interest on the related class of Notes), such amounts shall be allocated to principal of such Certificates and (ii) and all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from the Note Trustee Servicer pursuant to Section 6.06 of the Note Indenture Servicing Agreement with any payment in respect of any Series or Class of Notes as to whether the amount so paid in respect of such Notes is in respect of principal of or interest on such Notes, provided that any Swap Payment or Swap Revenues shall be attributable to interest. If no statement is received, such payments received with respect to any Series or Class of Notes shall first be allocable to interest to the extent of any interest accrued and payable on such Series or Class of Notes, and then to principal. (d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Series or Class of Notes to be mailed to each Holder of Certificates of the corresponding Series or Class at its address as it appears in the Register. In the event of redemption of the Notes of any Series or Class, such notice shall be mailed not less than five days nor more than 25 days prior to the Special Distribution Date on which any such Redemption Payment is scheduled to be distributed. In the case of any other Special Payment, such notice shall be mailed not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Series or Class stating such anticipated Special Distribution Date. Any such notice mailed by the Certificate Trustee shall set forth: (i) the Special Distribution Date or the Distribution Date, as applicable, and the Special Record Date or Record Date therefor, as applicable (except as otherwise provided in Section 10.01); (ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class and the amount thereof constituting principal and interest; (iii) the reason for the Special Distribution; and (iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Series or Class but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date. (e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Series or Class in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank located in [New York, New York] having wire transfer capability as may be designated by such Holder; provided, however, that the ------------------ final distribution in respect of any Certificate shall be made only as provided in Section 10.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.on