Common use of The Retail Certificates Clause in Contracts

The Retail Certificates. (a) Distributions of principal of the Class of Retail Certificates on any Distribution Date (any such distribution, a “Retail Principal Distribution”) shall be made with respect to such Class in integral multiples of $1,000, in accordance with the priorities and limitations set forth herein. (b) On or prior to the Settlement Date, ▇▇▇▇▇▇ ▇▇▇ shall make a cash deposit of $999.99 in the Retail Cash Deposit Account with respect to the Class 28-LL Certificates for application as described below. On each Distribution Date on which amounts from the Principal Distribution Amount are available for the distribution of principal of the Class 28-LL Certificates pursuant to the priorities described in Section 3.02, the amount of such distribution to such Class shall be rounded, as necessary, to an amount equal to an integral multiple of $1,000. Such rounding shall be accomplished on the first Distribution Date on which any such distribution of principal is made on the Class 28-LL Certificates by withdrawing from the Retail Cash Deposit Account the amount of funds, if any, needed to round the amount otherwise allocable as principal of such Class to the next higher integral multiple of $1,000. On each succeeding Distribution Date on which any such distribution of principal is to be made with respect to the Class 28-LL Certificates, the aggregate amount of the Principal Distribution Amount allocable to such Class shall be applied first to repay any funds withdrawn from the Retail Cash Deposit Account on the preceding Distribution Date, and then the remainder of such allocable amount, if any, shall be similarly rounded upward and applied, together with any necessary withdrawal from the Retail Cash Deposit Account as a distribution of principal with respect to such Class. This procedure shall continue on succeeding Distribution Dates until the Class Certificate Principal Balance of the Class of Retail Certificates has been reduced to zero. (c) A beneficial owner of the Class of Retail Certificates shall be entitled to request that distributions of principal of such Class of Retail Certificates be allocated to such beneficial owner (up to the amount of such beneficial owner’s ownership interest in such Class of Retail Certificates) in integral multiples of $1,000, on the earliest possible Distribution Date, subject to the priorities and limitations described herein (each, a “Retail Principal Distribution Request”). Any Retail Principal Distribution Request must be submitted to the financial intermediary that maintains the account evidencing the beneficial owner’s interest in the Class of Retail Certificates. If such financial intermediary is not a Depository participant, it must notify the related Depository participant of such request. The related Depository participant must in turn make the request in writing to the Depository on a form required by the Depository. Upon the receipt of a request, the Depository must date and time stamp such request and forward it to the Paying Agent. The Paying Agent shall not be deemed liable for any delay in delivery to the Paying Agent of Retail Principal Distribution Requests or the withdrawal of such requests. The exact procedures to be followed by the Paying Agent and the Depository for purposes of determining such priorities and limitations shall be those established from time to time by the Depository. The decisions of the Paying Agent and the Depository concerning such matters shall be final and binding on all affected persons. A beneficial owner shall be entitled to withdraw a Retail Principal Distribution Request by notifying the financial intermediary that maintains the account evidencing such beneficial owner’s interest in the Retail Certificates. If such financial intermediary is not a Depository participant, it must notify the related Depository participant, which must in turn forward the withdrawal of such request, on a form required by the Depository, to the Paying Agent. In order for a Retail Principal Distribution Request, or a withdrawal of such request, to be honored with respect to a Distribution Date, it must be received by the Depository and forwarded to the Paying Agent, in the case of a Retail Principal Distribution Request, or received by the Depository participant and forwarded to the Paying Agent, in the case of a withdrawal of such request, by the related Record Date, in accordance with the procedures described above. Priority of distribution of principal of the Class of Retail Certificates shall be given to beneficial owners on whose behalf Retail Principal Distribution Requests with respect to such Class have been duly received and not withdrawn. Such requests shall be honored by the Depository in the following order of priority: (i) requests on behalf of Deceased Owners (as defined below) shall be honored in the order of their receipt by the Depository until such requests have been honored, with respect to each Deceased Owner on whose behalf such a request has been made, in an initial amount up to $100,000 per Deceased Owner; and (ii) requests on behalf of Living Owners (as defined below) shall be honored in the order of their receipt by the Depository until such requests have been honored, with respect to each Living Owner on whose behalf such a request has been made, in an initial amount up to $10,000 per Living Owner. Thereafter, requests on behalf of Deceased Owners shall be honored as provided in clause (i) above up to an additional amount equal to $100,000, and requests on behalf of Living Owners shall be honored as provided in clause (ii) above up to an additional amount equal to $10,000. This sequence of priorities shall be repeated until all Retail Principal Distribution Requests have been honored. To the extent that the Retail Principal Distribution Requests exceed the aggregate amount of principal available for distribution on the Class of Retail Certificates on a Distribution Date, such requests shall automatically be honored on succeeding Distribution Dates, without the need for any further Retail Principal Distribution Requests, all in accordance with the applicable procedures of the Paying Agent. A Retail Principal Distribution Request submitted on behalf of a Living Owner who thereafter becomes a Deceased Owner shall become entitled to the priority of a newly submitted request on behalf of a Deceased Owner, provided that, as to any Distribution Date, the Depository has received and forwarded to the Paying Agent appropriate evidence of death and any required tax waivers on or before the related Record Date. Upon the transfer of a beneficial ownership of Retail Certificates, any related Retail Principal Distribution Request shall be deemed to have been withdrawn only upon the receipt by the Paying Agent of notification of such withdrawal using a form required by the Depository. (d) To the extent the Retail Principal Distribution on the Class of Retail Certificates for any Distribution Date exceeds the amount evidenced by the Retail Principal Distribution Requests received by the Paying Agent, the Retail Certificates in respect of which distributions of principal are to be made (in integral multiples of $1,000) shall be determined in accordance with the then applicable random lot procedures of the Depository and the established procedures of the Depository participants and financial intermediaries. (e) A “Deceased Owner” is a beneficial owner of Retail Certificates who was living at the time such interest was acquired and whose executor or other authorized representative causes to be furnished to the Depository evidence of death satisfactory to the Paying Agent and any tax waivers requested by the Paying Agent. A “Living Owner” is any other beneficial owner of Retail Certificates. Retail Certificates beneficially owned by tenants by the entirety, joint tenants and tenants in common shall be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common shall be deemed to be the death of the beneficial owner, and the Retail Certificates so beneficially owned shall be eligible for priority in principal distribution, subject to the limitations stated above. Retail Certificates beneficially owned by a trust shall be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary’s beneficial interest therein, but in no event shall a trust’s beneficiaries collectively be deemed to be beneficial owners of a principal amount of Retail Certificates greater than the principal amount of Retail Certificates of which such trust is the owner. The death of a beneficiary of a trust shall be deemed to be the death of a beneficial owner of the Retail Certificates beneficially owned by the trust to the extent of such beneficiary’s beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust shall be deemed to be the death of the beneficiary of the trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interest in Retail Certificates shall be deemed to be the death of the beneficial owner of such Retail Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Paying Agent. Such beneficial interest shall be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between spouses. Beneficial interest shall include the power to sell, transfer or otherwise dispose of Retail Certificates and the right to receive the proceeds therefrom, as well as interest and principal distributable with respect thereto.

The Retail Certificates. (a) Distributions of principal of the Class of Retail Certificates on any Distribution Date (any such distribution, a “Retail Principal Distribution”) shall be made with respect to such Class in integral multiples of $1,000, in accordance with the priorities and limitations set forth herein. (b) On or prior to the Settlement Date, ▇▇▇▇▇▇ ▇▇▇ shall make a cash deposit of $999.99 in the Retail Cash Deposit Account with respect to the Class 2835-LL UU Certificates for application as described below. On each Distribution Date on which amounts from the Principal Distribution Amount are available for the distribution of principal of the Class 2835-LL UU Certificates pursuant to the priorities described in Section 3.02, the amount of such distribution to such Class shall be rounded, as necessary, to an amount equal to an integral multiple of $1,000. Such rounding shall be accomplished on the first Distribution Date on which any such distribution of principal is made on the Class 2835-LL UU Certificates by withdrawing from the Retail Cash Deposit Account the amount of funds, if any, needed to round the amount otherwise allocable as principal of such Class to the next higher integral multiple of $1,000. On each succeeding Distribution Date on which any such distribution of principal is to be made with respect to the Class 2835-LL UU Certificates, the aggregate amount of the Principal Distribution Amount allocable to such Class shall be applied first to repay any funds withdrawn from the Retail Cash Deposit Account on the preceding Distribution Date, and then the remainder of such allocable amount, if any, shall be similarly rounded upward and applied, together with any necessary withdrawal from the Retail Cash Deposit Account as a distribution of principal with respect to such Class. This procedure shall continue on succeeding Distribution Dates until the Class Certificate Principal Balance of the Class of Retail Certificates has been reduced to zero. (c) A beneficial owner of the Class of Retail Certificates shall be entitled to request that distributions of principal of such Class of Retail Certificates be allocated to such beneficial owner (up to the amount of such beneficial owner’s ownership interest in such Class of Retail Certificates) in integral multiples of $1,000, on the earliest possible Distribution Date, subject to the priorities and limitations described herein (each, a “Retail Principal Distribution Request”). Any Retail Principal Distribution Request must be submitted to the financial intermediary that maintains the account evidencing the beneficial owner’s interest in the Class of Retail Certificates. If such financial intermediary is not a Depository participant, it must notify the related Depository participant of such request. The related Depository participant must in turn make the request in writing to the Depository on a form required by the Depository. Upon the receipt of a request, the Depository must date and time stamp such request and forward it to the Paying Agent. The Paying Agent shall not be deemed liable for any delay in delivery to the Paying Agent of Retail Principal Distribution Requests or the withdrawal of such requests. The exact procedures to be followed by the Paying Agent and the Depository for purposes of determining such priorities and limitations shall be those established from time to time by the Depository. The decisions of the Paying Agent and the Depository concerning such matters shall be final and binding on all affected persons. A beneficial owner shall be entitled to withdraw a Retail Principal Distribution Request by notifying the financial intermediary that maintains the account evidencing such beneficial owner’s interest in the Retail Certificates. If such financial intermediary is not a Depository participant, it must notify the related Depository participant, which must in turn forward the withdrawal of such request, on a form required by the Depository, to the Paying Agent. In order for a Retail Principal Distribution Request, or a withdrawal of such request, to be honored with respect to a Distribution Date, it must be received by the Depository and forwarded to the Paying Agent, in the case of a Retail Principal Distribution Request, or received by the Depository participant and forwarded to the Paying Agent, in the case of a withdrawal of such request, by the related Record Date, in accordance with the procedures described above. Priority of distribution of principal of the Class of Retail Certificates shall be given to beneficial owners on whose behalf Retail Principal Distribution Requests with respect to such Class have been duly received and not withdrawn. Such requests shall be honored by the Depository in the following order of priority: (i) requests on behalf of Deceased Owners (as defined below) shall be honored in the order of their receipt by the Depository until such requests have been honored, with respect to each Deceased Owner on whose behalf such a request has been made, in an initial amount up to $100,000 per Deceased Owner; and (iii) requests on behalf of Living Owners (as defined below) shall be honored in the order of their receipt by the Depository until such requests have been honored, with respect to each Living Owner on whose behalf such a request has been made, in an initial amount up to $10,000 per Living Owner. Thereafter, requests on behalf of Deceased Owners shall be honored as provided in clause (i) above up to an additional amount equal to $100,000, and requests on behalf of Living Owners shall be honored as provided in clause (ii) above up to an additional amount equal to $10,000. This sequence of priorities shall be repeated until all Retail Principal Distribution Requests have been honored. To the extent that the Retail Principal Distribution Requests exceed the aggregate amount of principal available for distribution on the Class of Retail Certificates on a Distribution Date, such requests shall automatically be honored on succeeding Distribution Dates, without the need for any further Retail Principal Distribution Requests, all in accordance with the applicable procedures of the Paying Agent. A Retail Principal Distribution Request submitted on behalf of a Living Owner who thereafter becomes a Deceased Owner shall become entitled to the priority of a newly submitted request on behalf of a Deceased Owner, provided that, as to any Distribution Date, the Depository has received and forwarded to the Paying Agent appropriate evidence of death and any required tax waivers on or before the related Record Date. Upon the transfer of a beneficial ownership of Retail Certificates, any related Retail Principal Distribution Request shall be deemed to have been withdrawn only upon the receipt by the Paying Agent of notification of such withdrawal using a form required by the Depository. (d) To the extent the Retail Principal Distribution on the Class of Retail Certificates for any Distribution Date exceeds the amount evidenced by the Retail Principal Distribution Requests received by the Paying Agent, the Retail Certificates in respect of which distributions of principal are to be made (in integral multiples of $1,000) shall be determined in accordance with the then applicable random lot procedures of the Depository and the established procedures of the Depository participants and financial intermediaries. (e) A “Deceased Owner” is a beneficial owner of Retail Certificates who was living at the time such interest was acquired and whose executor or other authorized representative causes to be furnished to the Depository evidence of death satisfactory to the Paying Agent and any tax waivers requested by the Paying Agent. A “Living Owner” is any other beneficial owner of Retail Certificates. Retail Certificates beneficially owned by tenants by the entirety, joint tenants and tenants in common shall be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common shall be deemed to be the death of the beneficial owner, and the Retail Certificates so beneficially owned shall be eligible for priority in principal distribution, subject to the limitations stated above. Retail Certificates beneficially owned by a trust shall be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary’s beneficial interest therein, but in no event shall a trust’s beneficiaries collectively be deemed to be beneficial owners of a principal amount of Retail Certificates greater than the principal amount of Retail Certificates of which such trust is the owner. The death of a beneficiary of a trust shall be deemed to be the death of a beneficial owner of the Retail Certificates beneficially owned by the trust to the extent of such beneficiary’s beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust shall be deemed to be the death of the beneficiary of the trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interest in Retail Certificates shall be deemed to be the death of the beneficial owner of such Retail Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Paying Agent. Such beneficial interest shall be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between spouses. Beneficial interest shall include the power to sell, transfer or otherwise dispose of Retail Certificates and the right to receive the proceeds therefrom, as well as interest and principal distributable with respect thereto.

The Retail Certificates. (a) Distributions of principal of the either Class of Retail Certificates on any Distribution Date (any such distribution, a “Retail Principal Distribution”) shall be made with respect to such Class in each case in integral multiples of $1,000, in accordance with the priorities and limitations set forth herein. (b) On or prior to the Settlement Date, ▇▇▇▇▇▇ ▇▇▇ shall make a cash deposit of $999.99 in the Retail Cash Deposit Account with respect to the Class 2846-LL Certificates and a cash deposit of $999.99 in the Retail Cash Deposit Account with respect to the Class 46-MM Certificates, in each case for application as described below. On each Distribution Date on which amounts from the Principal Distribution Amount are available for the distribution of principal of the Class 2846-LL or Class 46-MM Certificates pursuant to the priorities described specified in Section 3.02the Prospectus Supplement, the amount of such distribution to such Class shall be rounded, as necessary, to an amount equal to an integral multiple of $1,000. Such rounding shall be accomplished on the first Distribution Date on which any such distribution of principal is made on the a particular Class 28-LL Certificates by withdrawing from the applicable Retail Cash Deposit Account the amount of funds, if any, needed to round the amount otherwise allocable as principal of such Class to the next higher integral multiple of $1,000. On each succeeding Distribution Date on which any such distribution of principal is to be made with respect to the Class 28-LL Certificatessuch Class, the aggregate amount of the Principal Distribution Amount allocable to such Class shall be applied first to repay any funds withdrawn from the applicable Retail Cash Deposit Account on the preceding Distribution Date, and then the remainder of such allocable amount, if any, shall be similarly rounded upward and applied, together with any necessary withdrawal from the applicable Retail Cash Deposit Account Account, as a distribution of principal with respect to such Class. This procedure shall continue on succeeding Distribution Dates until the Class Certificate Principal Balance of the such Class of Retail Certificates has been reduced to zero. (c) A beneficial owner of the a Class of Retail Certificates shall be entitled to request that distributions of principal of such Class of Retail Certificates be allocated to such beneficial owner (up to the amount of such beneficial owner’s ownership interest in such Class of Retail Certificates) in integral multiples of $1,000, on the earliest possible Distribution Date, subject to the priorities and limitations described herein (each, a “Retail Principal Distribution Request”). Any Retail Principal Distribution Request must be submitted to the financial intermediary that maintains the account evidencing the related beneficial owner’s interest in the related Class of Retail Certificates. If such financial intermediary is not a Depository participant, it must notify the related Depository participant of such request. The related Depository participant must in turn make the request in writing to the Depository on a form required by the Depository. Upon the receipt of a request, the Depository must date and time stamp such request and forward it to the Paying Agent. The Paying Agent shall not be deemed liable for any delay in delivery to the Paying Agent of Retail Principal Distribution Requests or the withdrawal of such requests. The exact procedures to be followed by the Paying Agent and the Depository for purposes of determining such priorities and limitations shall be those established from time to time by the Depository. The decisions of the Paying Agent and the Depository concerning such matters shall be final and binding on all affected persons. A beneficial owner shall be entitled to withdraw a Retail Principal Distribution Request by notifying the financial intermediary that maintains the account evidencing such beneficial owner’s interest in the Retail Certificates. If such financial intermediary is not a Depository participant, it must notify the related Depository participant, which must in turn forward the withdrawal of such request, on a form required by the Depository, to the Paying Agent. In order for a Retail Principal Distribution Request, or a withdrawal of such request, to be honored with respect to a Distribution Date, it must be received by the Depository and forwarded to the Paying Agent, in the case of a Retail Principal Distribution Request, or received by the Depository participant and forwarded to the Paying Agent, in the case of a withdrawal of such request, by the related Record Date, in accordance with the procedures described above. Priority of distribution of principal of the a Class of Retail Certificates shall be given to beneficial owners on whose behalf Retail Principal Distribution Requests with respect to such Class have been duly received and not withdrawn. Such requests shall be honored by the Depository in the following order of priority: (i) requests on behalf of Deceased Owners (as defined below) shall be honored in the order of their receipt by the Depository until such requests have been honored, with respect to each Deceased Owner on whose behalf such a request has been made, in an initial amount up to $100,000 per Deceased Owner; and (ii) requests on behalf of Living Owners (as defined below) shall be honored in the order of their receipt by the Depository until such requests have been honored, with respect to each Living Owner on whose behalf such a request has been made, in an initial amount up to $10,000 per Living Owner. Thereafter, requests on behalf of Deceased Owners shall be honored as provided in clause (i) above up to an additional amount equal to $100,000, and requests on behalf of Living Owners shall be honored as provided in clause (ii) above up to an additional amount equal to $10,000. This sequence of priorities shall be repeated until all Retail Principal Distribution Requests have been honored. To the extent that the Retail Principal Distribution Requests exceed the aggregate amount of principal available for distribution on the applicable Class of Retail Certificates on a Distribution Date, such requests shall automatically be honored on succeeding Distribution Dates, without the need for any further Retail Principal Distribution Requests, all in accordance with the applicable procedures of the Paying Agent. A Retail Principal Distribution Request submitted on behalf of a Living Owner who thereafter becomes a Deceased Owner shall become entitled to the priority of a newly submitted request on behalf of a Deceased Owner, provided that, as to any Distribution Date, the Depository has received and forwarded to the Paying Agent appropriate evidence of death and any required tax waivers on or before the related Record Date. Upon the transfer of a beneficial ownership of Retail Certificates, any related Retail Principal Distribution Request shall be deemed to have been withdrawn only upon the receipt by the Paying Agent of notification of such withdrawal using a form required by the Depository. (d) To the extent the Retail Principal Distribution on the a Class of Retail Certificates for any Distribution Date exceeds the amount evidenced by the applicable Retail Principal Distribution Requests received by the Paying Agent, the Retail Certificates in respect of which distributions of principal are to be made (in integral multiples of $1,000) shall be determined in accordance with the then applicable random lot procedures of the Depository and the established procedures of the Depository participants and financial intermediaries. (e) A “Deceased Owner” is a beneficial owner of Retail Certificates who was living at the time such interest was acquired and whose executor or other authorized representative causes to be furnished to the Depository evidence of death satisfactory to the Paying Agent and any tax waivers requested by the Paying Agent. A “Living Owner” is any other beneficial owner of Retail Certificates. Retail Certificates beneficially owned by tenants by the entirety, joint tenants and tenants in common shall be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common shall be deemed to be the death of the beneficial owner, and the Retail Certificates so beneficially owned shall be eligible for priority in principal distribution, subject to the limitations stated above. Retail Certificates beneficially owned by a trust shall be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary’s beneficial interest therein, but in no event shall a trust’s beneficiaries collectively be deemed to be beneficial owners of a principal amount of Retail Certificates greater than the principal amount of Retail Certificates of which such trust is the owner. The death of a beneficiary of a trust shall be deemed to be the death of a beneficial owner of the Retail Certificates beneficially owned by the trust to the extent of such beneficiary’s beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust shall be deemed to be the death of the beneficiary of the trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interest in Retail Certificates shall be deemed to be the death of the beneficial owner of such Retail Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Paying Agent. Such beneficial interest shall be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between spouses. Beneficial interest shall include the power to sell, transfer or otherwise dispose of Retail Certificates and the right to receive the proceeds therefrom, as well as interest and principal distributable with respect thereto.