LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

• First, from amounts on deposit in the
future distribution account allocated to
the auction agent and the brokerdealers,
and then from amounts on
deposit in the collection account and
the reserve account, pro rata, to the
auction agent and the broker-dealers,
their fees and expenses;
• Second, from amounts on deposit in
the future distribution account to pay
interest on that class of auction rate
notes, and then from amounts on
deposit in the collection account and
the reserve account, to that class of
auction rate notes, an amount equal to
the interest payable thereon;
• Third, from amounts on deposit in the
future distribution account to pay
principal on that class of auction rate
notes, if any, to that class of auction
rate notes; and
• Fourth, from amounts on deposit in
the future distribution account to pay
carryover amounts on that class of
auction rate notes, if any, to that class
of auction rate notes.
Monthly Servicing Payments
On each monthly servicing payment date,
the servicers will be paid an amount equal
to the servicing fees then payable to the
servicers from amounts on deposit in the
future distribution account that were
allocated for servicing fees, or to the
extent necessary, from the collection
account and the reserve account.
Quarterly Distribution Dates
On each quarterly distribution date, the
indenture trustee will make the following
distributions and deposits to the extent of
available funds in the order indicated
below. Only if an auction rate note
interest payment date is also a quarterly
distribution date will a class of class B
notes be paid interest or principal on a
quarterly distribution date.
(1) Pro rata: indenture trustee fees and
expenses up to the amount specified
in the indenture; owner trustee fees
and expenses up to the amount
specified in the trust agreement;
servicer fees up to the amount
specified in the servicing
agreements; administrator fees up to
the amount specified in the
administration agreement; to the
extent the quarterly distribution date
is also an auction rate note interest
payment date, broker-dealer fees and
expenses up to the amount specified
in the broker-dealer agreements and
auction agent fees and expenses up
to the amount specified in the
auction agency agreement;
(2) To the future distribution account,
an amount necessary to provide for
one month’s expected payments of
fees and expenses for each of the
items in clause (1);
(3) To TERI, certain additional guaranty
fees, which will be deposited into
the TERI pledge fund;
(4) To the holders of each class of class
A notes, interest on a pro rata basis;
(5) If the quarterly distribution date is
the final maturity date for a class of
class A notes, to the holders of that
class of notes, the amount required
to reduce the outstanding principal
balance of that class of notes to zero;
(6) If the quarterly distribution date is
also an auction rate note interest
payment date for one or more
classes of class B notes, to the
holders of those class B notes,
interest on a pro rata basis;
(7) To the future distribution account,
an amount necessary to provide for
one month’s expected interest
payments on the class A notes;
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