Common use of Retirement Account Clause in Contracts

Retirement Account. The Trustee shall deposit to the credit of the Retirement Account (i) any amounts transferred thereto from the Reserve Fund and the Surplus Fund, (ii) that portion of the proceeds from the sale of the Corporation's bonds, notes or other evidences of indebtedness, if any, to be used to pay the principal or Redemption Price of Class A Notes or Class B Notes on a date other than the Stated Maturity thereof or a Sinking Fund Payment Date therefor, and (iii) all payments made by a Credit Facility Provider under a Credit Enhancement Facility to be used to pay the Redemption Price of Class A Notes or Class B Notes payable from the Retirement Account. All Class A Notes or Class B Notes which are to be retired other than with moneys in the Principal Account, or the principal of which is to be prepaid, shall be retired or prepaid with moneys deposited to the credit of the Retirement Account. Other Obligations payable from the Retirement Account shall include reimbursement to any Credit Facility Provider for the Redemption Price or amount or prepayment paid on Class A Notes or Class B Notes from amounts paid by the Credit Facility Provider under a Credit Enhancement Facility. Balances in the Retirement Account shall be transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund and the Administration Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof. Any moneys in the Retirement Account required to be so transferred to the Indemnification Fund shall be transferred by the Trustee to such Fund without further authorization or direction. After taking into account any transfers required by the preceding paragraph, Balances in the Retirement Account shall be transferred to the credit of the Interest Account to the extent required by Section 4.7.1 hereof in respect of any accrued obligation in respect of payment of interest on Class A Notes or Class B Notes and payment of Other Obligations payable from the Interest Account. Any moneys in the Retirement Account required to be so transferred to the Interest Account shall be transferred by the Trustee to the Interest Account without further authorization or direction. Subject to Section 10.2 hereof, balances in the Retirement Account may also be applied to the purchase of Class A Notes or Class B Notes at a purchase price (including any brokerage or other charges) not to exceed the Principal Amount thereof plus accrued interest plus any then applicable redemption premium, in accordance with the provisions of Section 10.7 hereof, as determined by the Corporation at such time; provided the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund or the Indemnification Fund. In the event that Class A Notes or Class B Notes are to be redeemed from the Retirement Account on a date other than a regularly scheduled Interest Payment Date or are to be purchased from Balances in the Retirement Account pursuant to the preceding paragraph, accrued interest on such Notes shall nonetheless be paid from the Interest Account. The moneys in the Retirement Account required for the payment of the Redemption Price of Class A Notes or Class B Notes to be redeemed or for the prepayment of Class A Notes or Class B Notes to be prepaid shall be applied by the Trustee to such payment or prepayment when due without further authorization or direction. The moneys in the Retirement Account shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investment shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

Retirement Account. The Trustee shall deposit to the credit of the Retirement Account (i) any amounts transferred thereto from the Reserve Fund and the Surplus Fund, (ii) that portion of the proceeds from the sale of the Corporation's bonds, notes or other evidences of indebtedness, if any, to be used to pay the principal or Redemption Price of Class A Notes or Class B Notes on a date other than the Stated Maturity thereof or a Sinking Fund Payment Date therefor, and (iii) all payments made by a Credit Facility Provider under a Credit Enhancement Facility to be used to pay the Redemption Price of Class A Notes or Class B Notes payable from the Retirement Account. All Class A Notes or Class B Notes which are to be retired other than with moneys in the Principal Account, or the principal of which is to be prepaid, shall be retired or prepaid with moneys deposited to the credit of the Retirement Account. Other Obligations payable from the Retirement Account shall include reimbursement to any Credit Facility Provider for the Redemption Price or amount or prepayment paid on Class A Notes or Class B Notes from amounts paid by the Credit Facility Provider under a Credit Enhancement Facility. Balances in the Retirement Account shall be transferred to the credit of the Indemnification Rebate Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund and the Administration Fund, to make any deposit to the credit of the Indemnification Rebate Fund required by Section 4.5 hereof. Any moneys in the Retirement Account required to be so transferred to the Indemnification Rebate Fund shall be transferred by the Trustee to such Fund without further authorization or direction. After taking into account any transfers required by the preceding paragraph, Balances in the Retirement Account shall be transferred to the credit of the Interest Account to the extent required by Section 4.7.1 hereof in respect of any accrued obligation in respect of payment of interest on Class A Notes or Class B Notes and payment of Other Obligations payable from the Interest Account. Any moneys in the Retirement Account required to be so transferred to the Interest Account shall be transferred by the Trustee to the Interest Account without further authorization or direction. Subject to Section 10.2 hereof, balances in the Retirement Account may also be applied to the purchase of Class A Notes or Class B Notes at a purchase price (including any brokerage or other charges) not to exceed the Principal Amount thereof plus accrued interest plus any then applicable redemption premium, in accordance with the provisions of Section 10.7 hereof, as determined by the Corporation at such time; provided the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund or the Indemnification Rebate Fund. In the event that Class A Notes or Class B Notes are to be redeemed from the Retirement Account on a date other than a regularly scheduled Interest Payment Date or are to be purchased from Balances in the Retirement Account pursuant to the preceding paragraph, accrued interest on such Notes shall nonetheless be paid from the Interest Account. The moneys in the Retirement Account required for the payment of the Redemption Price of Class A Notes or Class B Notes to be redeemed or for the prepayment of Class A Notes or Class B Notes to be prepaid shall be applied by the Trustee to such payment or prepayment when due without further authorization or direction. The moneys in the Retirement Account shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investment shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

Retirement Account. The Trustee shall deposit to the credit of the Retirement Account (i) any amounts transferred thereto from the Reserve Fund and the Surplus Fund, (ii) that portion of the proceeds from the sale of the Corporation's bonds, notes or other evidences of indebtedness, if any, to be used to pay the principal or Redemption Price of Class A Notes or Class B Notes on a date other than the Stated Maturity thereof or a Sinking Fund Payment Date therefor, and (iii) all payments made by a Credit Facility Provider under a Credit Enhancement Facility to be used to pay the Redemption Price of Class A Notes or Class B Notes payable from the Retirement Account. All Class A Notes or Class B Notes which are to be retired other than with moneys in the Principal Account, or the principal of which is to be prepaid, shall be retired or prepaid with moneys deposited to the credit of the Retirement Account. Other Obligations payable from the Retirement Account shall include reimbursement to any Credit Facility Provider for the Redemption Price or amount or prepayment paid on Class A Notes or Class B Notes from amounts paid by the Credit Facility Provider under a Credit Enhancement Facility. Balances in the Retirement Account shall be transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund and the Administration FundFund (other than that portion of the Balance therein necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days), to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof. Any moneys in the Retirement Account required to be so transferred to the Indemnification Fund shall be transferred by the Trustee to such Fund without further authorization or direction. After taking into account any transfers required by the preceding paragraph, Balances in the Retirement Account shall be transferred to the credit of the Interest Account to the extent required by Section 4.7.1 hereof in respect of any accrued obligation in respect of payment of interest on Class A Notes or Class B Notes and payment of Other Obligations payable from the Interest Account. Any moneys in the Retirement Account required to be so transferred to the Interest Account shall be transferred by the Trustee to the Interest Account without further authorization or direction. Subject to Section 10.2 hereof, balances in the Retirement Account may also be applied to the purchase of Class A Notes or Class B Notes at a purchase price (including any brokerage or other charges) not to exceed the Principal Amount thereof plus accrued interest plus any then applicable redemption premium, in accordance with the provisions of Section 10.7 hereof, as determined by the Corporation at such time; provided the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund or the Indemnification Fund. In the event that Class A Notes or Class B Notes are to be redeemed from the Retirement Account on a date other than a regularly scheduled Interest Payment Date or are to be purchased from Balances in the Retirement Account pursuant to the preceding paragraph, accrued interest on such Notes shall nonetheless be paid from the Interest Account. The moneys in the Retirement Account required for the payment of the Redemption Price of Class A Notes or Class B Notes to be redeemed or for the prepayment of Class A Notes or Class B Notes to be prepaid shall be applied by the Trustee to such payment or prepayment when due without further authorization or direction. The moneys in the Retirement Account shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investment shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.as

Retirement Account. The Trustee shall deposit to the ------------------ credit of the Retirement Account (i) any amounts transferred thereto from the Reserve Fund and the Surplus Fund, (ii) that portion of the proceeds from the sale of the Corporation's bonds, notes or other evidences of indebtedness, if any, to be used to pay the principal or Redemption Price of Class A Notes or Class B Notes on a date other than the Stated Maturity thereof or a Sinking Fund Payment Date therefor, and (iii) all payments made by a Credit Facility Provider under a Credit Enhancement Facility to be used to pay the Redemption Price of Class A Notes or Class B Notes payable from the Retirement Account. All Class A Notes or Class B Notes which are to be retired other than with moneys in the Principal Account, or the principal of which is to be prepaid, shall be retired or prepaid with moneys deposited to the credit of the Retirement Account. Other Obligations payable from the Retirement Account shall include reimbursement to any Credit Facility Provider for the Redemption Price or amount or prepayment paid on Class A Notes or Class B Notes from amounts paid by the Credit Facility Provider under a Credit Enhancement Facility. Balances in the Retirement Account shall be transferred to the credit of the Indemnification Rebate Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund and the Administration Fund, to make any deposit to the credit of the Indemnification Rebate Fund required by Section 4.5 hereof. Any moneys in the Retirement Account required to be so transferred to the Indemnification Rebate Fund shall be transferred by the Trustee to such Fund without further authorization or direction. After taking into account any transfers required by the preceding paragraph, Balances in the Retirement Account shall be transferred to the credit of the Interest Account to the extent required by Section 4.7.1 hereof in respect of any 4-24 accrued obligation in respect of payment of interest on Class A Notes or Class B Notes and payment of Other Obligations payable from the Interest Account. Any moneys in the Retirement Account required to be so transferred to the Interest Account shall be transferred by the Trustee to the Interest Account without further authorization or direction. Subject to Section 10.2 hereof, balances in the Retirement Account may also be applied to the purchase of Class A Notes or Class B Notes at a purchase price (including any brokerage or other charges) not to exceed the Principal Amount thereof plus accrued interest plus any then applicable redemption premium, in accordance with the provisions of Section 10.7 hereof, as determined by the Corporation at such time; provided the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund or the Indemnification Rebate Fund. In the event that Class A Notes or Class B Notes are to be redeemed from the Retirement Account on a date other than a regularly scheduled Interest Payment Date or are to be purchased from Balances in the Retirement Account pursuant to the preceding paragraph, accrued interest on such Notes shall nonetheless be paid from the Interest Account. The moneys in the Retirement Account required for the payment of the Redemption Price of Class A Notes or Class B Notes to be redeemed or for the prepayment of Class A Notes or Class B Notes to be prepaid shall be applied by the Trustee to such payment or prepayment when due without further authorization or direction. The moneys in the Retirement Account shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investment shall be deposited in the Revenue Fund as provided in Section 4.6 hereof.

Retirement Account. The Trustee shall deposit An unfunded, separate bookkeeping account (hereinafter referred to as the credit "Pre-Retirement Account") established as a liability reserve account on the books of the Retirement Account Bank for the benefit of the Executive. Subject to Subparagraph I (D) (i) any amounts transferred thereto from the Reserve Fund hereinbelow and the Surplus Fundexcept as otherwise provided in this Executive Agreement, (ii) that portion of the proceeds from the sale of the Corporation's bonds, notes or other evidences of indebtedness, if any, to be used to pay the principal or Redemption Price of Class A Notes or Class B Notes on a date other than the Stated Maturity thereof or a Sinking Fund Payment Date therefor, and (iii) all payments made by a Credit Facility Provider under a Credit Enhancement Facility to be used to pay the Redemption Price of Class A Notes or Class B Notes payable from the Retirement Account. All Class A Notes or Class B Notes which are to be retired other than with moneys in the Principal Account, or the principal of which is to be prepaid, such liability reserve account shall be retired increased or prepaid decreased each Plan Year until the Executive's Retirement Date [Subparagraph I (C)] (or when applicable, Normal Retirement Age) by the Index Retirement Benefit [Subparagraph I (E)]. (i) If the Executive voluntarily resigns from service with moneys deposited to the credit Bank within the twelve-month period next following a Change of the Retirement Account. Other Obligations payable from the Control his Pre-Retirement Account shall include reimbursement not be increased or decreased with respect to any Credit Facility Provider for Plan Year that begins after the Redemption Price or amount or prepayment paid on Class A Notes or Class B Notes from amounts paid by Plan Year in which such resignation occurs. With respect to the Credit Facility Provider under a Credit Enhancement Facility. Balances Plan Year in the which such resignation occurs, his Pre-Retirement Account shall be transferred to the credit increased or decreased as of the Indemnification Fund to date of his resignation by the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund and the Administration Fund, to make any deposit to the credit Index Retirement Benefit determined as of such resignation date. The Opportunity Cost component of the Indemnification Fund required by Section 4.5 hereof. Any moneys in the Index Retirement Account required to be so transferred to the Indemnification Fund Benefit shall be transferred by determined as of his resignation date. If the Trustee to such Fund without further authorization or direction. After taking into account any transfers required by Executive voluntarily resigns from service with the preceding paragraphBank after the expiration of the one year period next following a Change of Control, Balances in the his Pre- Retirement Account shall continue to be transferred to increased or decreased each Plan Year in the credit manner set forth in the first paragraph of this Subparagraph I (D). An illustration of the Interest calculation of the Pre-Retirement Account liability balance as set forth herein is attached hereto and marked as Exhibit "A". The numbers referred to the extent required by Section 4.7.1 hereof in respect said Exhibit A are not actual nor representative of any accrued obligation in respect of payment of interest on Class A Notes or Class B Notes and payment of Other Obligations payable from the Interest Account. Any moneys in the Pre-Retirement Account required to liability balance that may be so transferred to actually calculated per this Executive Agreement. Exhibit A is attached hereto merely for illustrative purposes only and the Interest Account shall be transferred by the Trustee to the Interest Account without further authorization or direction. Subject to Section 10.2 hereof, balances in the Retirement Account may also be applied to the purchase of Class A Notes or Class B Notes at a purchase price (including Bank does not make any brokerage promises or other charges) not to exceed the Principal Amount thereof plus accrued interest plus representations regarding any then applicable redemption premium, in accordance with the provisions of Section 10.7 hereof, as determined by the Corporation at such time; provided the Trustee shall have first certified that no deficiencies exist at such time in the Note Fund or the Indemnification Fund. In the event that Class A Notes or Class B Notes are to be redeemed from the Retirement Account on a date other than a regularly scheduled Interest Payment Date or are to be purchased from Balances in the Retirement Account pursuant to the preceding paragraph, accrued interest on such Notes shall nonetheless be paid from the Interest Account. The moneys in the Retirement Account required for the payment of the Redemption Price of Class A Notes or Class B Notes to be redeemed or for the prepayment of Class A Notes or Class B Notes to be prepaid shall be applied by the Trustee to such payment or prepayment when due without further authorization or direction. The moneys in the Retirement Account shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investment shall be deposited in the Revenue Fund as provided in Section 4.6 hereofsaid amounts set forth therein.

Retirement Account. The Trustee shall deposit to the credit of the Retirement Account (i) any amounts transferred thereto from the Acquisition Fund, the Collection Fund, the Reserve Fund and Fund, the Surplus FundFund or the Principal Account to provide for the redemption or purchase of, or the distribution of principal with respect to, Notes, (ii) that portion of the proceeds from the sale of the CorporationIssuer's bonds, notes or other evidences of indebtedness, if any, to be used to pay the principal or Redemption Prepayment Price of Class A Notes or Class B Notes on a date other than the Stated Maturity thereof or a Sinking Fund Payment Date therefor, (iii) that portion of the proceeds of the sale or securitization of an Eligible Loan, if any, to be used to pay the principal or Prepayment Price of Notes on a date other than the Stated Maturity thereof or a Sinking Fund Payment Date thereof, and (iiiiv) all payments made by a Credit Facility Provider under a Credit Enhancement Facility to be used to pay the Redemption principal or Prepayment Price of Class A Notes or Class B Notes payable from the Retirement Account. All Class A Subject to Section 3.2 hereof, all redemptions of and distributions of principal with respect to Notes or Class B Notes which are to be retired (other than with moneys in the Principal Account, at Stated Maturity or the principal of which is to be prepaidon a Sinking Fund Payment Date), shall be retired or prepaid made with moneys deposited to the credit of the Retirement Account. Other Obligations payable from Moneys in the Retirement Account shall include also be used for the reimbursement to any Credit Facility Provider for the Redemption Price or amount or prepayment paid on Class A Notes or Class B Notes from payment of such amounts paid by the Credit Facility Provider under pursuant to a Credit Enhancement Facility. Balances in the Retirement Account shall be transferred to the credit of the Indemnification Fund to the extent necessary, after transfers thereto from the Revenue Fund, the Surplus Fund, the Reserve Fund and the Administration Fund, to make any deposit to the credit of the Indemnification Fund required by Section 4.5 hereof. Any moneys in the Retirement Account required to be so transferred to the Indemnification Fund shall be transferred by the Trustee to such Fund without further authorization or direction. After taking into account any transfers required by the preceding paragraph, Balances in the Retirement Account shall be transferred to the credit of the Interest Account to the extent required by Section 4.7.1 hereof in respect of any accrued obligation in respect of payment of interest on Class A Notes or Class B Notes and payment of Other Obligations payable from the Interest Account. Any moneys in the Retirement Account required to be so transferred to the Interest Account shall be transferred by the Trustee to the Interest Account without further authorization or direction. Subject to Section 10.2 3.2 hereof, balances Balances in the Retirement Account may also be applied to the purchase of Class A Notes or Class B Notes at a purchase price (including any brokerage or other charges) not to exceed the Principal Amount thereof plus accrued interest plus any then applicable redemption prepayment premium, in accordance with the provisions of Section 10.7 3.7 hereof, as determined by the Corporation Issuer at such time; provided the Trustee shall have first certified that no deficiencies exist deficiency exists at such time in the Note Fund or the Indemnification Debt Service Fund. In the event that Class A Notes or Class B Notes are to be redeemed prepaid from the Retirement Account on a date other than a regularly scheduled Interest Payment Date or are to be purchased from Balances in the Retirement Account pursuant to the preceding paragraph, accrued interest on such Notes shall nonetheless be paid from the Interest Account. The moneys in the Retirement Account required for the payment of the Redemption Prepayment Price of Class A Notes or Class B Notes to be redeemed redeemed, or required distributions or principal with respect to Notes (or for the prepayment reimbursement to any Credit Facility Provider for the payment of Class A Notes or Class B Notes to be prepaid such amounts) shall be applied by the Trustee to such payment or prepayment when due without further authorization or direction. The Pending application of moneys in the Retirement Account Account, such moneys shall be invested in Investment Securities as provided in Section 4.11 hereof, and any earnings on or income from such investment shall be deposited in the Revenue Collection Fund as provided in Section 4.6 hereof.