Common use of Payment on Certificates; Defaulted Principal and Interest Clause in Contracts

Payment on Certificates; Defaulted Principal and Interest. (a) The Indenture Trustee will arrange directly with any Paying Agent for the payment, or the Indenture Trustee will make payment, all pursuant to Section 2.09, of the principal of, the Break Amount, if any, Premium, if any, and interest on, and any other amounts payable on or in respect of each Certificate or to the Holder thereof hereunder. Interest, principal and other amounts payable on or in respect of the Series SWA 1995 Trust N604SW-I Certificate shall be paid as provided for therein and in Article 15. Payment on Series SWA 1995 Trust N604SW Certificates in respect of interest and Installment Payment Amounts, if any, payable on an Interest Payment Date or Installment Payment Date, respectively (other than the Maturity Date of the Series SWA 1995 Trust N604SW Certificates) shall be paid in Dollars on each Interest Payment Date or Installment Payment Date (other than the Maturity Date of such Series SWA 1995 Trust N604SW Certificates), as the case may be, to the Holder thereof at the close of business on the relevant Record Date; provided, however, that the Paying Agent will, at the request of the Indenture Trustee and may, at its option, pay such interest and Installment Payment Amounts (other than those payable on the Maturity Date of the Installment Certificate) by check mailed on or before the due date to such Holder's address as it appears on the Register. Otherwise, principal of Series SWA 1995 Trust N604SW Certificates and Premium, if any, with respect thereto, shall be payable only against presentation and surrender thereof at the principal corporate trust office of the Indenture Trustee or at the office of the Paying Agent maintained for such purpose pursuant to Section 2.03. (b) Any Installment Payment Amount payable on an Installment Payment Date (other than the Maturity Date with respect to a Certificate) or any interest payable on an Interest Payment Date on any Series SWA 1995 Trust N604SW Certificate which is not punctually paid on such Installment Payment Date or such Interest Payment Date, as the case may be (herein called, respectively, a "Defaulted Installment" and "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his having been such Holder; and such Defaulted Installment or Defaulted Interest may be paid by the Indenture Trustee, at its election in each case, as provided in clause (1) or (2) below: (1) The Indenture Trustee may elect to make payment of any Defaulted Installment or Defaulted Interest, as the case may be, to the Person in whose name any Series SWA 1995 Trust N604SW Certificate is registered at the close of business on a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be fixed in the following manner. The Indenture Trustee shall notify the Paying Agent in writing of the amount of Defaulted Installment or Defaulted Interest, as the case may be, proposed to be paid on each such Certificate and the date of the proposed payment, and at the same time the Indenture Trustee shall make arrangements to set aside an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Installment or Defaulted Interest, as the case may be, prior to the date of the proposed payment, to be held in trust for the benefit of the Persons entitled to such Defaulted Installment or Defaulted Interest, as the case may be, as this clause provides and shall fix a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. The Indenture Trustee shall promptly notify the Owner Trustee, the Company and the Registrar of such special record date and shall cause notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor to be mailed, first class postage prepaid, to each Holder of a Series SWA 1995 Trust N604SW Certificate at its address as it appears in the Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor having been mailed, as aforesaid, such Defaulted Installment or Defaulted Interest, as the case may be, shall be paid to the Persons in whose names the applicable Series SWA 1995 Trust N604SW Certificates are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Indenture Trustee may make, or cause to be made, payment of any Defaulted Installment or Defaulted Interest, as the case may be, in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series SWA 1995 Trust N604SW Certificates may be listed, and upon such notice as may be required by such exchange, if such payment shall be deemed practicable by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -17- 24 Any interest, principal or other amount payable on the Series SWA 1995 Trust N604SW-I Certificates which is not punctually paid when due shall be paid as provided in such Certificates. (c) The Indenture Trustee shall require each Paying Agent to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders and the Indenture Trustee, all money held by such Paying Agent for the payment of the principal of, Break Amount, if any, Premium, if any, or interest or any other amounts payable to any Holder hereunder or under the Participation Agreement and shall give to the Indenture Trustee notice of any default in the making of any such payment upon the Certificates. The Indenture Trustee at any time may require a Paying Agent to repay to the Indenture Trustee all money held by it. Upon so doing the Paying Agent shall have no further liability for the money so paid.

Payment on Certificates; Defaulted Principal and Interest. (a) The Indenture Trustee will arrange directly with any Paying Agent for the payment, or the Indenture Trustee will make payment, all pursuant to Section 2.09, of the principal of, the Break Amount, if any, Premium, if any, and interest on, and any other amounts payable on or in respect of each Certificate or to the Holder thereof hereunder. Interest, principal and other amounts payable on or in respect of the Series SWA 1995 Trust N604SWN603SW-I Certificate shall be paid as provided for therein and in Article 15. Payment on Series SWA 1995 Trust N604SW N603SW Certificates in respect of interest and Installment Payment Amounts, if any, payable on an Interest Payment Date or Installment Payment Date, respectively (other than the Maturity Date of the Series SWA 1995 Trust N604SW N603SW Certificates) shall be paid in Dollars on each Interest Payment Date or Installment Payment Date (other than the Maturity Date of such Series SWA 1995 Trust N604SW N603SW Certificates), as the case may be, to the Holder thereof at the close of business on the relevant Record Date; provided, however, that the Paying Agent will, at the request of the Indenture Trustee and may, at its option, pay such interest and Installment Payment Amounts (other than those payable on the Maturity Date of the Installment Certificate) by check mailed on or before the due date to such Holder's address as it appears on the TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -16- 23 Register. Otherwise, principal of Series SWA 1995 Trust N604SW N603SW Certificates and Premium, if any, with respect thereto, shall be payable only against presentation and surrender thereof at the principal corporate trust office of the Indenture Trustee or at the office of the Paying Agent maintained for such purpose pursuant to Section 2.03. A Holder shall have no further interest in, or other right with respect to, the Indenture Estate when and if the principal amount of, Premium, if any, Break Amount, if any, and interest on all Certificates held by such Holder and all other sums payable to such Holder hereunder, under such Certificates and under the Participation Agreement shall have been paid in full. (b) Any Installment Payment Amount payable on an Installment Payment Date (other than the Maturity Date with respect to a Certificate) or any interest payable on an Interest Payment Date on any Series SWA 1995 Trust N604SW N603SW Certificate which is not punctually paid on such Installment Payment Date or such Interest Payment Date, as the case may be (herein called, respectively, a "Defaulted Installment" and "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his having been such Holder; and such Defaulted Installment or Defaulted Interest may be paid by the Indenture Trustee, at its election in each case, as provided in clause (1) or (2) below: (1) The Indenture Trustee may elect to make payment of any Defaulted Installment or Defaulted Interest, as the case may be, to the Person in whose name any Series SWA 1995 Trust N604SW N603SW Certificate is registered at the close of business on a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be fixed in the following manner. The Indenture Trustee shall notify the Paying Agent in writing of the amount of Defaulted Installment or Defaulted Interest, as the case may be, proposed to be paid on each such Certificate and the date of the proposed payment, and at the same time the Indenture Trustee shall make arrangements to set aside an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Installment or Defaulted Interest, as the case may be, prior to the date of the proposed payment, to be held in trust for the benefit of the Persons entitled to such Defaulted Installment or Defaulted Interest, as the case may be, as this clause provides and shall fix a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. The Indenture Trustee shall promptly notify the Owner Trustee, the Company and the Registrar of such special record date and shall cause notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor to be mailed, first class postage prepaid, to each Holder of a Series SWA 1995 Trust N604SW N603SW Certificate at its address as it appears in the Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor having been mailed, as aforesaid, such Defaulted Installment or Defaulted Interest, as the case may be, shall be paid to the Persons in whose names the applicable Series SWA 1995 Trust N604SW N603SW Certificates are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Indenture Trustee may make, or cause to be made, payment of any Defaulted Installment or Defaulted Interest, as the case may be, in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series SWA 1995 TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -17- 24 Trust N604SW N603SW Certificates may be listed, and upon such notice as may be required by such exchange, if such payment shall be deemed practicable by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -17- 24 Any interest, principal or other amount payable on the Series SWA 1995 Trust N604SWN603SW-I Certificates which is not punctually paid when due shall be paid as provided in such Certificates. (c) The Indenture Trustee shall require each Paying Agent to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders and the Indenture Trustee, all money held by such Paying Agent for the payment of the principal of, Break Amount, if any, Premium, if any, or interest or any other amounts payable to any Holder hereunder or under the Participation Agreement and shall give to the Indenture Trustee notice of any default in the making of any such payment upon the Certificates. The Indenture Trustee at any time may require a Paying Agent to repay to the Indenture Trustee all money held by it. Upon so doing the Paying Agent shall have no further liability for the money so paid.

Payment on Certificates; Defaulted Principal and Interest. (a) The Indenture Trustee will arrange directly with any Paying Agent for the payment, or the Indenture Trustee will make payment, all pursuant to Section 2.09, of the principal of, the Break Amount, if any, Premium, if any, and interest on, and any other amounts payable on or in respect of each Certificate or to the Holder thereof hereunder. Interest, principal and other amounts payable on or in respect of the Series SWA 1995 1996 Trust N604SWN620SW-I Certificate shall be paid as provided for therein and in Article 15. Payment on Series SWA 1995 1996 Trust N604SW N620SW Certificates in respect of interest and Installment Payment Amounts, if any, payable on an Interest Payment Date or Installment Payment Date, respectively (other than the Maturity Date of the Series SWA 1995 1996 Trust N604SW N620SW Certificates) shall be paid in Dollars on each Interest Payment Date or Installment Payment Date (other than the Maturity Date of such Series SWA 1995 1996 Trust N604SW N620SW Certificates), as the case may be, to the Holder thereof at the close of business on the relevant Record Date; provided, however, that the Paying Agent will, at the request of the Indenture Trustee and may, at its option, pay such interest and Installment Payment Amounts (other than those payable on the Maturity Date of the Installment Certificate) by check mailed on or before the due date to such Holder's address as it appears on the Register. Otherwise, principal of Series SWA 1995 1996 Trust N604SW N620SW Certificates and Premium, if any, with A Holder shall have no further interest in, or other right with respect theretoto, shall be payable only against presentation the Indenture Estate when and surrender thereof at if the principal corporate trust office of amount of, Premium, if any, Break Amount, if any, and interest on all Certificates held by such Holder and all other sums payable to such Holder hereunder, under such Certificates and under the Indenture Trustee or at the office of the Paying Agent maintained for such purpose pursuant to Section 2.03Participation Agreement shall have been paid in full. (b) Any Installment Payment Amount payable on an Installment Payment Date (other than the Maturity Date with respect to a Certificate) or any interest payable on an Interest Payment Date on any Series SWA 1995 1996 Trust N604SW N620SW Certificate which is not punctually paid on such Installment Payment Date or such Interest Payment Date, as the case may be (herein called, respectively, a "Defaulted Installment" and "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his having been such Holder; and such Defaulted Installment or Defaulted Interest may be paid by the Indenture Trustee, at its election in each case, as provided in clause (1) or (2) below: (1) The Indenture Trustee may elect to make payment of any Defaulted Installment or Defaulted Interest, as the case may be, to the Person in whose name any Series SWA 1995 1996 Trust N604SW N620SW Certificate is registered at the close of business on a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be fixed in the following manner. The Indenture Trustee shall notify the Paying Agent in writing of the amount of Defaulted Installment or Defaulted Interest, as the case may be, proposed to be paid on each such Certificate and the date of the proposed payment, and at the same time the Indenture Trustee shall make arrangements to set aside an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Installment or Defaulted Interest, as the case may be, prior to the date of the proposed payment, to be held in trust for the benefit of the Persons entitled to such Defaulted Installment or Defaulted Interest, as the case may be, as this clause provides and shall fix a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. The Indenture Trustee shall promptly notify the Owner Trustee, the Company and the Registrar of such special record date and shall cause notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor to be mailed, first class postage prepaid, to each Holder of a Series SWA 1995 1996 Trust N604SW N620SW Certificate at its address as it appears in the Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor having been mailed, as aforesaid, such Defaulted Installment or Defaulted Interest, as the case may be, shall be paid to the Persons in whose names the applicable Series SWA 1995 1996 Trust N604SW N620SW Certificates are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Indenture Trustee may make, or cause to be made, payment of any Defaulted Installment or Defaulted Interest, as the case may be, in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series SWA 1995 1996 Trust N604SW Certificates may be listed, and upon such notice as may be required by such exchange, if such payment shall be deemed practicable by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -17- 24 Any interest, principal or other amount payable on the Series SWA 1995 1996 Trust N604SWN620SW-I Certificates which is not punctually paid when due shall be paid as provided in such Certificates. (c) The Indenture Trustee shall require each Paying Agent to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders and the Indenture Trustee, all money held by such Paying Agent for the payment of the principal of, Break Amount, if any, Premium, if any, or interest or any other amounts payable to any Holder hereunder or under the Participation Agreement and shall give to the Indenture Trustee notice of any default in the making of any such payment upon the Certificates. The Indenture Trustee at any time may require a Paying Agent to repay to the Indenture Trustee all money held by it. Upon so doing the Paying Agent shall have no further liability for the money so paid.

Payment on Certificates; Defaulted Principal and Interest. (a) The Indenture Trustee will arrange directly with any Paying Agent for the payment, or the Indenture Trustee will make payment, all pursuant to Section 2.09, of the principal of, the Break Amount, if any, Premium, if any, and interest on, and any other amounts payable on or in respect of each Certificate or to the Holder thereof hereunder. Interest, principal and other amounts payable on or in respect of the Series SWA 1995 Trust N604SWN602SW-I Certificate shall be paid as provided for therein and in Article 15. Payment on Series SWA 1995 Trust N604SW N602SW Certificates in respect of interest and Installment Payment Amounts, if any, payable on an Interest Payment Date or Installment Payment Date, respectively (other than the Maturity Date of the Series SWA 1995 Trust N604SW N602SW Certificates) shall be paid in Dollars on each Interest Payment Date or Installment Payment Date (other than the Maturity Date of such Series SWA 1995 Trust N604SW N602SW Certificates), as the case may be, to the Holder thereof at the close of business on the relevant Record Date; provided, however, that the Paying Agent will, at the request of the Indenture Trustee and may, at its option, pay such interest and Installment Payment Amounts (other than those payable on the Maturity Date of the Installment Certificate) by check mailed on or before the due date to such Holder's address as it appears on the Register. OtherwiseA Holder shall have no further interest in, or other right with respect to, the Indenture Estate when and if the principal of Series SWA 1995 Trust N604SW Certificates and amount of, Premium, if any, with respect theretoBreak Amount, if any, and interest on all Certificates held by such Holder and all other sums payable to such Holder hereunder, under such Certificates and under the Participation Agreement shall be payable only against presentation and surrender thereof at the principal corporate trust office of the Indenture Trustee or at the office of the Paying Agent maintained for such purpose pursuant to Section 2.03have been paid in full. (b) Any Installment Payment Amount payable on an Installment Payment Date (other than the Maturity Date with respect to a Certificate) or any interest payable on an Interest Payment Date on any Series SWA 1995 Trust N604SW N602SW Certificate which is not punctually paid on such Installment Payment Date or such Interest Payment Date, as the case may be (herein called, respectively, a "Defaulted Installment" and "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his having been such Holder; and such Defaulted Installment or Defaulted Interest may be paid by the Indenture Trustee, at its election in each case, as provided in clause (1) or (2) below: (1) The Indenture Trustee may elect to make payment of any Defaulted Installment or Defaulted Interest, as the case may be, to the Person in whose name any Series SWA 1995 Trust N604SW N602SW Certificate is registered at the close of business on a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be fixed in the following manner. The Indenture Trustee shall notify the Paying Agent in writing of the amount of Defaulted Installment or Defaulted Interest, as the case may be, proposed to be paid on each such Certificate and the date of the proposed payment, and at the same time the Indenture Trustee shall make arrangements to set aside an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Installment or Defaulted Interest, as the case may be, prior to the date of the proposed payment, to be held in trust for the benefit of the Persons entitled to such Defaulted Installment or Defaulted Interest, as the case may be, as this clause provides and shall fix a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. The Indenture Trustee shall promptly notify the Owner Trustee, the Company and the Registrar of such special record date and shall cause notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor to be mailed, first class postage prepaid, to each Holder of a Series SWA 1995 Trust N604SW N602SW Certificate at its address as it appears in the Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor having been mailed, as aforesaid, such Defaulted Installment or Defaulted Interest, as the case may be, shall be paid to the Persons in whose names the applicable Series SWA 1995 Trust N604SW N602SW Certificates are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Indenture Trustee may make, or cause to be made, payment of any Defaulted Installment or Defaulted Interest, as the case may be, in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series SWA 1995 Trust N604SW Certificates may be listed, and upon such notice as may be required by such exchange, if such payment shall be deemed practicable by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -17- 24 Any interest, principal or other amount payable on the Series SWA 1995 Trust N604SWN602SW-I Certificates which is not punctually paid when due shall be paid as provided in such Certificates. (c) The Indenture Trustee shall require each Paying Agent to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders and the Indenture Trustee, all money held by such Paying Agent for the payment of the principal of, Break Amount, if any, Premium, if any, or interest or any other amounts payable to any Holder hereunder or under the Participation Agreement and shall give to the Indenture Trustee notice of any default in the making of any such payment upon the Certificates. The Indenture Trustee at any time may require a Paying Agent to repay to the Indenture Trustee all money held by it. Upon so doing the Paying Agent shall have no further liability for the money so paid.

Payment on Certificates; Defaulted Principal and Interest. (a) The Indenture Trustee will arrange directly with any Paying Agent for the payment, or the Indenture Trustee will make payment, all pursuant to Section 2.09, of the principal of, the Break Amount, if any, Premiumpremium, if any, and interest on, and on the Certificates at the principal corporate trust office of the Indenture-23 (1995 777 C) Indenture Trustee or at any other amounts payable on office or in respect of each Certificate or agency maintained for such purpose to the Holder thereof hereunderSection 2.03 hereof. Interest, principal and other amounts payable on or All payments in respect of the Series SWA 1995 Trust N604SW-I Certificate Certificates shall be paid made in such coin or currency of the United States as provided at the time of payment in legal tender for therein payment of public and in Article 15private debts. Payment Payments (other than on Series SWA 1995 Trust N604SW Certificates the Maturity Date therefor or on the Redemption Date in respect of interest and Installment Payment Amounts, if any, payable the redemption in whole thereof) on an Interest Payment Date or Installment Payment Date, respectively (other than the Maturity Date of the Series SWA 1995 Trust N604SW Certificates) Certificates shall be paid in Dollars on each Interest Payment Date or Installment Payment Date (other than the Maturity Date of such Series SWA 1995 Trust N604SW Certificates), as the case may be, made to the Holder thereof at the close of business on the relevant Record Date; provided, however, that the Paying Agent will, at the request of the Indenture Trustee and may, at its option, pay such interest and Installment Payment Amounts (other than those payable on the Maturity Date of the Installment Certificate) interest, premium or principal by check mailed on or before the due date to such Holder's address as it appears on the Register. Otherwise, principal Principal of Series SWA 1995 Trust N604SW Certificates and Premiumpremium, if any, with respect thereto, shall (except as provided pursuant to the immediately preceding sentence) be payable only against presentation and surrender thereof at the principal corporate trust office of the Indenture Trustee or at the office of the Paying Agent maintained for such purpose pursuant to Section 2.03. A Holder shall have no further interest in, or other right with respect to, the Indenture Estate when and if the principal amount of, premium, if any, and interest on all Certificates held by such Holder and all other sums payable to such Holder hereunder, under such Certificates and under the Participation Agreement shall have been paid in full. (b) Any Installment Payment Amount payable on an Installment Payment Date (other than the Maturity Date with respect to a Certificate) or any interest payable on an Interest Payment Date on any Series SWA 1995 Trust N604SW Certificate which is not punctually paid on such Installment Payment Date or such Interest Payment Date, as the case may be (herein called, respectively, a "Defaulted Installment" and "Defaulted Interest") ), shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his having been such Holder; and such Defaulted Installment or Defaulted Interest may be paid by the Indenture Trustee, at its election in each case, as provided in clause (1) or (2) below: (1) The Indenture Trustee may elect to make payment of any Defaulted Installment or Defaulted Interest, as the case may be, to the Person person in whose name any Series SWA 1995 Trust N604SW Certificate is registered at the close of business on a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be fixed in the following manner. The Indenture Trustee shall notify the Paying Agent in writing of the amount of Defaulted Installment or Defaulted Interest, as the case may be, proposed to be paid on each such Certificate and the date of the proposed payment, and at the same time the Indenture Trustee shall make arrangements to set aside an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Installment or Defaulted Interest, as the case may be, prior to the date of the proposed payment, to be held in trust for the benefit of the Persons entitled to such Defaulted Installment or Defaulted Interest, as the case may be, as this clause provides and shall fix a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, Indenture-24 (1995 777 C) which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. The Indenture Trustee shall promptly notify the Owner Trustee, the Company and the Registrar of such special record date and shall cause notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor to be mailed, first class postage prepaid, to each Holder of a Series SWA 1995 Trust N604SW Certificate at its address as it appears in the Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor having been mailed, as aforesaid, such Defaulted Installment or Defaulted Interest, as the case may be, shall be paid to the Persons in whose names the applicable Series SWA 1995 Trust N604SW Certificates are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Indenture Trustee may make, or cause to be made, payment of any Defaulted Installment or Defaulted Interest, as the case may be, in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series SWA 1995 Trust N604SW Certificates may be listed, and upon such notice as may be required by such exchange, if such payment shall be deemed practicable by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -17- 24 Any interest, principal or other amount payable on the Series SWA 1995 Trust N604SW-I Certificates which is not punctually paid when due shall be paid as provided in such Certificates. (c) The Indenture Trustee shall require each Paying Agent to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders of the Certificates and the Indenture Trustee, all money held by such the Paying Agent for the payment of the principal of, Break Amount, if any, Premiumpremium, if any, or interest or any other amounts payable to any Holder hereunder or under the Participation Agreement and shall give to the such Indenture Trustee notice of any default in the making of any such payment upon the Certificates. The Indenture Trustee at any time may require a Paying Agent to repay to the Indenture Trustee all money held by it. Upon so doing the Paying Agent shall have no further liability for the money so paid.

Payment on Certificates; Defaulted Principal and Interest. (a) The Indenture Trustee will arrange directly with any Paying Agent for the payment, or the Indenture Trustee will make payment, all pursuant to Section 2.09, of the principal of, the Break Amount, if any, Premium, if any, and interest on, and any other amounts payable on or in respect of each Certificate or to the Holder thereof hereunder. Interest, principal and other amounts payable on or in respect of the Series SWA 1995 Trust N604SWN396SW-I Certificate shall be paid as provided for therein and in Article 15. Payment on Series SWA 1995 Trust N604SW N396SW Certificates in respect of interest and Installment Payment Amounts, if any, payable on an Interest Payment Date or Installment Payment Date, respectively (other than the Maturity Date of the Series SWA 1995 Trust N604SW N396SW Certificates) shall be paid in Dollars on each Interest Payment Date or Installment Payment Date (other than the Maturity Date of such Series SWA 1995 Trust N604SW N396SW Certificates), as the case may be, to the Holder thereof at the close of business on the relevant Record Date; provided, however, that the Paying Agent will, at the request of the Indenture Trustee and may, at its option, pay such interest and Installment Payment Amounts (other than those payable on the Maturity Date of the Installment Certificate) by check mailed on or before the due date to such Holder's address as it appears on the Register. Otherwise, principal of Series SWA 1995 Trust N604SW N396SW Certificates and Premium, if any, with respect TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -17- 24 thereto, shall be payable only against presentation and surrender thereof at the principal corporate trust office of the Indenture Trustee or at the office of the Paying Agent maintained for such purpose pursuant to Section 2.03. A Holder shall have no further interest in, or other right with respect to, the Indenture Estate when and if the principal amount of, Premium, if any, Break Amount, if any, and interest on all Certificates held by such Holder and all other sums payable to such Holder hereunder, under such Certificates and under the Participation Agreement shall have been paid in full. (b) Any Installment Payment Amount payable on an Installment Payment Date (other than the Maturity Date with respect to a Certificate) or any interest payable on an Interest Payment Date on any Series SWA 1995 Trust N604SW N396SW Certificate which is not punctually paid on such Installment Payment Date or such Interest Payment Date, as the case may be (herein called, respectively, a "Defaulted Installment" and "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his having been such Holder; and such Defaulted Installment or Defaulted Interest may be paid by the Indenture Trustee, at its election in each case, as provided in clause (1) or (2) below: (1) The Indenture Trustee may elect to make payment of any Defaulted Installment or Defaulted Interest, as the case may be, to the Person in whose name any Series SWA 1995 Trust N604SW N396SW Certificate is registered at the close of business on a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be fixed in the following manner. The Indenture Trustee shall notify the Paying Agent in writing of the amount of Defaulted Installment or Defaulted Interest, as the case may be, proposed to be paid on each such Certificate and the date of the proposed payment, and at the same time the Indenture Trustee shall make arrangements to set aside an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Installment or Defaulted Interest, as the case may be, prior to the date of the proposed payment, to be held in trust for the benefit of the Persons entitled to such Defaulted Installment or Defaulted Interest, as the case may be, as this clause provides and shall fix a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. The Indenture Trustee shall promptly notify the Owner Trustee, the Company and the Registrar of such special record date and shall cause notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor to be mailed, first class postage prepaid, to each Holder of a Series SWA 1995 Trust N604SW N396SW Certificate at its address as it appears in the Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor having been mailed, as aforesaid, such Defaulted Installment or Defaulted Interest, as the case may be, shall be paid to the Persons in whose names the applicable Series SWA 1995 Trust N604SW N396SW Certificates are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Indenture Trustee may make, or cause to be made, payment of any Defaulted Installment or Defaulted Interest, as the case may be, in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series SWA 1995 Trust N604SW N396SW Certificates may be listed, and upon such notice as may be required by such exchange, if such payment shall be deemed practicable by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -17- 24 Any interest, principal or other amount payable on the Series SWA 1995 Trust N604SWN396SW-I Certificates which is not punctually paid when due shall be paid as provided in such Certificates. (c) The Indenture Trustee shall require each Paying Agent to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders and the Indenture Trustee, all money held by such Paying Agent for the payment of the principal of, Break Amount, if any, Premium, if any, or interest or any other amounts payable to any Holder hereunder or under the Participation Agreement and shall give to the Indenture Trustee notice of any default in the making of any such payment upon the Certificates. The Indenture Trustee at any time may require a Paying Agent to repay to the Indenture Trustee all money held by it. Upon so doing the Paying Agent shall have no further liability for the money so paid.

Payment on Certificates; Defaulted Principal and Interest. (a) The Indenture Trustee will arrange directly with any Paying Agent for the payment, or the Indenture Trustee will make payment, all pursuant to Section 2.09, of the principal of, the Break Amount, if any, Premium, if any, and interest on, and any other amounts payable on or in respect of each Certificate or to the Holder thereof hereunder. Interest, principal and other amounts payable on or in respect of the Series SWA 1995 Trust N604SWN605SW-I Certificate shall be paid as provided for therein and in Article 15. Payment on Series SWA 1995 Trust N604SW N605SW Certificates in respect of interest and Installment Payment Amounts, if any, payable on an Interest Payment Date or Installment Payment Date, respectively (other than the Maturity Date of the Series SWA 1995 Trust N604SW N605SW Certificates) shall be paid in Dollars on each Interest Payment Date or Installment Payment Date (other than the Maturity Date of such Series SWA 1995 Trust N604SW N605SW Certificates), as the case may be, to the Holder thereof at the close of business on the relevant Record Date; provided, however, that the Paying Agent will, at the request of the Indenture Trustee and may, at its option, pay such interest and Installment Payment Amounts (other than those payable on the Maturity Date of the Installment Certificate) by check mailed on or before the due date to such Holder's address as it appears on the Register. Otherwise, principal of Series SWA 1995 Trust N604SW N605SW Certificates and Premium, if any, with respect thereto, shall be payable only against presentation and surrender thereof at the principal corporate trust office of the Indenture Trustee or at the office of the Paying Agent maintained for such purpose pursuant to Section 2.03. (b) Any Installment Payment Amount payable on an Installment Payment Date (other than the Maturity Date with respect to a Certificate) or any interest payable on an Interest Payment Date on any Series SWA 1995 Trust N604SW N605SW Certificate which is not punctually paid on such Installment Payment Date or such Interest Payment Date, as the case may be (herein called, respectively, a "Defaulted Installment" and "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his having been such Holder; and such Defaulted Installment or Defaulted Interest may be paid by the Indenture Trustee, at its election in each case, as provided in clause (1) or (2) below: (1) The Indenture Trustee may elect to make payment of any Defaulted Installment or Defaulted Interest, as the case may be, to the Person in whose name any Series SWA 1995 Trust N604SW N605SW Certificate is registered at the close of business on a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be fixed in the following manner. The Indenture Trustee shall notify the Paying Agent in writing of the amount of Defaulted Installment or Defaulted Interest, as the case may be, proposed to be paid on each such Certificate and the date of the proposed payment, and at the same time the Indenture Trustee shall make arrangements to set aside an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Installment or Defaulted Interest, as the case may be, prior to the date of the proposed payment, to be held in trust for the benefit of the Persons entitled to such Defaulted Installment or Defaulted Interest, as the case may be, as this clause provides and shall fix a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. The Indenture Trustee shall promptly notify the Owner Trustee, the Company and the Registrar of such special record date and shall cause notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor to be mailed, first class postage prepaid, to each Holder of a Series SWA 1995 Trust N604SW N605SW Certificate at its address as it appears in the Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor having been mailed, as aforesaid, such Defaulted Installment or Defaulted Interest, as the case may be, shall be paid to the Persons in whose names the applicable Series SWA 1995 Trust N604SW N605SW Certificates are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Indenture Trustee may make, or cause to be made, payment of any Defaulted Installment or Defaulted Interest, as the case may be, in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series SWA 1995 Trust N604SW N605SW Certificates may be listed, and upon such notice as may be required by such exchange, if such payment shall be deemed practicable by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N604SWN605SW] -17- 24 Any interest, principal or other amount payable on the Series SWA 1995 Trust N604SWN605SW-I Certificates which is not punctually paid when due shall be paid as provided in such Certificates. (c) The Indenture Trustee shall require each Paying Agent to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders and the Indenture Trustee, all money held by such Paying Agent for the payment of the principal of, Break Amount, if any, Premium, if any, or interest or any other amounts payable to any Holder hereunder or under the Participation Agreement and shall give to the Indenture Trustee notice of any default in the making of any such payment upon the Certificates. The Indenture Trustee at any time may require a Paying Agent to repay to the Indenture Trustee all money held by it. Upon so doing the Paying Agent shall have no further liability for the money so paid.

Payment on Certificates; Defaulted Principal and Interest. (a) The Indenture Trustee will arrange directly with any Paying Agent for the payment, or the Indenture Trustee will make payment, all pursuant to Section 2.09, of the principal of, the Break Amount, if any, Premium, if any, and interest on, and any other amounts payable on or in respect of each Certificate or to the Holder thereof hereunder. Interest, principal and other amounts payable on or in respect of the Series SWA 1995 Trust N604SWN397SW-I Certificate shall be paid as provided for therein and in Article 15. Payment on Series SWA 1995 Trust N604SW N397SW Certificates in respect of interest and Installment Payment Amounts, if any, payable on an Interest Payment Date or Installment Payment Date, respectively (other than the Maturity Date of the Series SWA 1995 Trust N604SW N397SW Certificates) shall be paid in Dollars on each Interest Payment Date or Installment Payment Date (other than the Maturity Date of such Series SWA 1995 Trust N604SW N397SW Certificates), as the case may be, to the Holder thereof at the close of business on the relevant Record Date; provided, however, that the Paying Agent will, at the request of the Indenture Trustee and may, at its option, pay such interest and Installment Payment Amounts (other than those payable on the Maturity Date of the Installment Certificate) by check mailed on or before the due date to such Holder's address as it appears on the Register. Otherwise, principal of Series SWA 1995 Trust N604SW N397SW Certificates and Premium, if any, with respect theretoA Holder shall have no further interest in, shall be payable only against presentation or other right with respect to, the Indenture Estate when and surrender thereof at if the principal corporate trust office of amount of, Premium, if any, Break Amount, if any, and interest on all Certificates held by such Holder and all other sums payable to such Holder hereunder, under such Certificates and under the Indenture Trustee or at the office of the Paying Agent maintained for such purpose pursuant to Section 2.03Participation Agreement shall have been paid in full. (b) Any Installment Payment Amount payable on an Installment Payment Date (other than the Maturity Date with respect to a Certificate) or any interest payable on an Interest Payment Date on any Series SWA 1995 Trust N604SW N397SW Certificate which is not punctually paid on such Installment Payment Date or such Interest Payment Date, as the case may be (herein called, respectively, a "Defaulted Installment" and "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his having been such Holder; and such Defaulted Installment or Defaulted Interest may be paid by the Indenture Trustee, at its election in each case, as provided in clause (1) or (2) below: (1) The Indenture Trustee may elect to make payment of any Defaulted Installment or Defaulted Interest, as the case may be, to the Person in whose name any Series SWA 1995 Trust N604SW N397SW Certificate is registered at the close of business on a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be fixed in the following manner. The Indenture Trustee shall notify the Paying Agent in writing of the amount of Defaulted Installment or Defaulted Interest, as the case may be, proposed to be paid on each such Certificate and the date of the proposed payment, and at the same time the Indenture Trustee shall make arrangements to set aside an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Installment or Defaulted Interest, as the case may be, prior to the date of the proposed payment, to be held in trust for the benefit of the Persons entitled to such Defaulted Installment or Defaulted Interest, as the case may be, as this clause provides and shall fix a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. The Indenture Trustee shall promptly notify the Owner Trustee, the Company and the Registrar of such special record date and shall cause notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor to be mailed, first class postage prepaid, to each Holder of a Series SWA 1995 Trust N604SW N397SW Certificate at its address as it appears in the Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor having been mailed, as aforesaid, such Defaulted Installment or Defaulted Interest, as the case may be, shall be paid to the Persons in whose names the applicable Series SWA 1995 Trust N604SW N397SW Certificates are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Indenture Trustee may make, or cause to be made, payment of any Defaulted Installment or Defaulted Interest, as the case may be, in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series SWA 1995 Trust N604SW N397SW Certificates may be listed, and upon such notice as may be required by such exchange, if such payment shall be deemed practicable by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -17- 24 Any interest, principal or other amount payable on the Series SWA 1995 Trust N604SWN397SW-I Certificates which is not punctually paid when due shall be paid as provided in such Certificates. (c) The Indenture Trustee shall require each Paying Agent to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders and the Indenture Trustee, all money held by such Paying Agent for the payment of the principal of, Break Amount, if any, Premium, if any, or interest or any other amounts payable to any Holder hereunder or under the Participation Agreement and shall give to the Indenture Trustee notice of any default in the making of any such payment upon the Certificates. The Indenture Trustee at any time may require a Paying Agent to repay to the Indenture Trustee all money held by it. Upon so doing the Paying Agent shall have no further liability for the money so paid.

Payment on Certificates; Defaulted Principal and Interest. (a) The Indenture Trustee will arrange directly with any Paying Agent for the payment, or the Indenture Trustee will make payment, all pursuant to Section 2.09, of the principal of, the Break Amount, if any, Premiumpremium, if any, and interest on, and on the Certificates at the principal corporate trust office of the Indenture Trustee or at any other amounts payable on office or in respect of each Certificate or agency maintained for such purpose to the Holder thereof hereunderSection 2.03 hereof. Interest, principal and other amounts payable on or All payments in respect of the Series SWA 1995 Trust N604SW-I Certificate Certificates shall be paid made in such coin or currency of the United States as provided at the time of payment in legal tender for therein payment of public and in Article 15private debts. Payment Payments (other than on Series SWA 1995 Trust N604SW Certificates the Maturity Date therefor or on the Redemption Date in respect of interest and Installment Payment Amounts, if any, payable the redemption in whole thereof) on an Interest Payment Date or Installment Payment Date, respectively (other than the Maturity Date of the Series SWA 1995 Trust N604SW Certificates) Certificates shall be paid in Dollars on each Interest Payment Date or Installment Payment Date (other than the Maturity Date of such Series SWA 1995 Trust N604SW Certificates), as the case may be, made to the Holder thereof at the close of business on the relevant Record Date; provided, however, that the Paying Agent will, at the request of the Indenture Trustee and may, at its option, pay such interest and Installment Payment Amounts (other than those payable on the Maturity Date of the Installment Certificate) interest, premium or principal by check mailed on or before the due date to such Holder's address as it appears on the Register. Otherwise, principal Principal of Series SWA 1995 Trust N604SW Certificates and Premiumpremium, if any, with respect thereto, shall (except as provided pursuant to the immediately preceding sentence) be payable only against presentation and surrender thereof at the principal corporate trust office of the Indenture Trustee or at the office of the Paying Agent maintained for such purpose pursuant to Section 2.03. . A Holder shall have no further interest in, or other right with respect to, the Indenture Estate when and if the principal amount of, premium, if any, and interest on all Certificates held by such Holder and all other sums payable to such Holder hereunder, under such Certificates and under the Participation Agreement shall have been paid in full. Indenture-23 (1994 747 B) (b) Any Installment Payment Amount payable on an Installment Payment Date (other than the Maturity Date with respect to a Certificate) or any interest payable on an Interest Payment Date on any Series SWA 1995 Trust N604SW Certificate which is not punctually paid on such Installment Payment Date or such Interest Payment Date, as the case may be (herein called, respectively, a "Defaulted Installment" and "Defaulted Interest") ), shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his having been such Holder; and such Defaulted Installment or Defaulted Interest may be paid by the Indenture Trustee, at its election in each case, as provided in clause (1) or (2) below: (1) The Indenture Trustee may elect to make payment of any Defaulted Installment or Defaulted Interest, as the case may be, to the Person person in whose name any Series SWA 1995 Trust N604SW Certificate is registered at the close of business on a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be fixed in the following manner. The Indenture Trustee shall notify the Paying Agent in writing of the amount of Defaulted Installment or Defaulted Interest, as the case may be, proposed to be paid on each such Certificate and the date of the proposed payment, and at the same time the Indenture Trustee shall make arrangements to set aside an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Installment or Defaulted Interest, as the case may be, prior to the date of the proposed payment, to be held in trust for the benefit of the Persons entitled to such Defaulted Installment or Defaulted Interest, as the case may be, as this clause provides and shall fix a special record date for the payment of such Defaulted Installment or Defaulted Interest, as the case may be, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. The Indenture Trustee shall promptly notify the Owner Trustee, the Company and the Registrar of such special record date and shall cause notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor to be mailed, first class postage prepaid, to each Holder of a Series SWA 1995 Trust N604SW Certificate at its address as it appears in the Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Installment or Defaulted Interest, as the case may be, and the special record date therefor having been mailed, as aforesaid, such Defaulted Installment or Defaulted Interest, as the case may be, shall be paid to the Persons in whose names the applicable Series SWA 1995 Trust N604SW Certificates are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Indenture Trustee may make, or cause to be made, payment of any Defaulted Installment or Defaulted Interest, as the case may be, in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series SWA 1995 Trust N604SW Certificates may be listed, and upon such notice as may be required by such exchange, if such payment shall be deemed practicable by the Indenture Trustee. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -17- 24 Any interest, principal or other amount payable on the Series SWA 1995 Trust N604SW-I Certificates which is not punctually paid when due shall be paid as provided in such Certificates. Indenture-24 (1994 747 B) (c) The Indenture Trustee shall require each Paying Agent to agree in writing that such Paying Agent will hold in trust, for the benefit of the Holders of the Certificates and the Indenture Trustee, all money held by such the Paying Agent for the payment of the principal of, Break Amount, if any, Premiumpremium, if any, or interest or any other amounts payable to any Holder hereunder or under the Participation Agreement on, and shall give to the such Indenture Trustee notice of any default in the making of any such payment upon upon, the Certificates. The Indenture Trustee at any time may require a Paying Agent to repay to the Indenture Trustee all money held by it. Upon so doing the Paying Agent shall have no further liability for the money so paid.