Common use of Daily Allocations Clause in Contracts

Daily Allocations. All allocations to Shareholders of items included within the Trust’s Profits and Losses attributable daily shall be allocated solely among the Shareholders recognized as shareholders as of the close of business each Business Day, as follows: (a) For purposes of maintaining the Capital Accounts and in determining the rights of the Shareholders among themselves, except as otherwise provided in this Article VI, each item of income, gain, loss and deduction shall be allocated among Shareholders in accordance with their respective Percentage Interests. (b) Any item of loss or deduction otherwise allocated to the Managing Owner pursuant to Section 6.3(a) which is in excess of such Managing Owner’s positive Adjusted Capital Account balance (following adjustment to reflect the allocation of all other items for such period) shall instead be allocated to the other Shareholders in accordance with their respective Percentage Interests to the extent such item of loss or deduction exceeds such Managing Owner’s Adjusted Capital Account balance; provided that the allocation of any such item to such other Shareholders shall only be made hereunder to the extent the allocation would not result in or increase a negative balance in the Adjusted Capital Account of such other Shareholder. If such an allocation occurs, items of income or gain that would otherwise be allocated to the Managing Owner equal to the amount of such allocated loss or deduction will be allocated to the other Shareholders in accordance with their Percentage Interests as quickly as possible. (c) If any Shareholder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation sections 1.704-1(b)(ii)(d)(4), (5) or (6), items of Trust income and gain shall be specially allocated to such Shareholder in an amount and manner sufficient to eliminate a deficit in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible. This section 6.3(c) is intended to constitute a “qualified income offset” within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(d). (d) Notwithstanding any other provision of this Trust Agreement, upon or prior to the issuance of additional Shares, the Managing Owner shall have the sole and complete discretion, without the approval of any other Shareholder, to amend any provision of this Article VI in any manner, as is necessary, appropriate or advisable to comply with any current or future provisions of the Code or the Treasury Regulations or to implement the terms and conditions of any Shares.” 2. This Amendment No. 1 to the Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Daily Allocations. All allocations The portion of Aggregate Daily Collections allocated to Shareholders the VFC Certificateholders pursuant to Article III of items included within the Trust’s Profits and Losses attributable daily Agreement shall be allocated solely among the Shareholders recognized and distributed as shareholders as of the close of business set forth in this Article III. (i) On each Business Day, as follows: (a) For purposes of maintaining an amount equal to the Capital Accounts and in determining the rights of the Shareholders among themselves, except as otherwise provided in this Article VI, each item of income, gain, loss and deduction Accrued Expense Amount for such day shall be allocated among Shareholders in accordance with their respective Percentage Intereststransferred from the Series 1997-1 Collection Subaccount to the Series 1997-1 Non-Principal Collection Sub-subaccount. (bii) Any item of loss or deduction otherwise allocated If, on any Business Day during the Revolving Period, the Enhancement Provider has not been reimbursed pursuant to the Managing Owner pursuant to Section 6.3(a) which is in excess of such Managing Owner’s positive Adjusted Capital Account balance (following adjustment to reflect Insurance Agreement for any interest payments made under the allocation of all other items for such period) shall instead be allocated Principal/Interest Surety Bond, an amount equal to the other Shareholders in accordance with their respective Percentage Interests to lesser of (A) the extent such item of loss or deduction exceeds such Managing Owner’s Adjusted Capital Account balance; provided that the allocation of any such item to such other Shareholders shall only be made hereunder to the extent the allocation would not result in or increase a negative balance remaining amount on deposit in the Adjusted Capital Account of Series 1997-1 Collection Subaccount on such other Shareholder. If such an allocation occurs, items of income or gain that would otherwise be allocated to the Managing Owner equal to day and (B) the amount of such allocated loss or deduction will be allocated reimbursement then due to the other Shareholders Enhancement Provider for interest payments made under the Principal/Interest Surety Bond plus accrued and unpaid interest thereon at the rate stated in accordance with their Percentage Interests as quickly as possiblerespect thereof in the Insurance Agreement shall be transferred from the Series 1997-1 Collection Subaccount and paid to the Enhancement Provider. (iii) Following the transfers pursuant to clauses (i) and (ii) above, any remaining funds on deposit in the Series 1997-1 Collection Subaccount shall be transferred to the Series 1997-1 Principal Collection Sub-subaccount. (c) If any Shareholder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation sections 1.704-1(b)(ii)(d)(4On each Business Day during the Revolving Period (including Distribution Dates), (5) or (6), items of Trust income and gain amounts on deposit in the Series 1997-1 Principal Collection Sub-subaccount shall be specially distributed by the Trustee to the Company (but only to the extent that the Trustee has received a Daily Report which reflects the receipt of the Collections on deposit therein); provided that such distribution shall be made only to the extent that, after giving effect to such distribution, (i) the Target Receivables Amount would not exceed the Allocated Receivables Amount and (ii) each VFC Certificateholder's Commitment equals or exceeds the aggregate portion of the Invested Amount allocated to such Shareholder in an amount and manner sufficient to eliminate a deficit in its Adjusted Capital Account created by such adjustmentsVFC Certificateholder; provided further that if the Company (or the Master Servicer, allocations or distributions as quickly as possible. This section 6.3(con behalf of the Company) is intended to constitute a “qualified income offset” within shall have given the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(d). (d) Notwithstanding any other provision of this Trust Agreement, upon or Trustee irrevocable written notice prior to the issuance making of additional Sharesany distribution to the Company pursuant to this subsection 3C.3(c)(i) on any day, the Managing Owner shall have Company or the sole Master Servicer may instruct the Trustee in writing (specifying the related amount) to retain or deposit, as applicable, all or a portion of such amounts on deposit in the Series 1997-1 Principal Collection Sub-subaccount, the Series 1997-1 Non-Principal Collection Sub-subaccount or the Series 1997-1 Collection Subaccount (together with, to the extent that the Company so directs the Trustee, any amounts which the Company is otherwise entitled to receive as a result of its ownership of Investor Certificates issued pursuant to the Series 1994-1 Supplement and complete discretion, without the approval of any other ShareholderAvailable Funds that the Company may elect from time to time to deposit into the Series 1997-1 Principal Collection Sub- subaccount, the Series 1997-1 Non-Principal Collection Sub- subaccount or the Series 1997-1 Collection Subaccount, as the case may be) for further application hereunder; and provided further that such distribution to amend any provision of this Article VI the Company shall not, in any mannerevent, be made if a Cure Period Trigger Date has occurred and is continuing (and the breach or violation giving rise to such Cure Period Trigger Date has not been cured or waived as is necessary, appropriate or advisable to comply with any current or future provisions of the Code or the Treasury Regulations or to implement the terms and conditions of any Shares.” 2such date). This Amendment No. 1 Amounts distributed to the Declaration of Trust Company hereunder shall be governed by, deemed to be paid first from Collections received directly by any Servicing Party and construed second from Collections received in accordance with, the laws of the State of DelawareLockboxes.

Daily Allocations. All allocations to Shareholders of items included within the TrustMaster Fund’s Profits and Losses attributable daily shall be allocated solely among the Shareholders recognized as shareholders as of the close of business of each Business Day, as follows: (a) For purposes of maintaining the each Master Fund’s Capital Accounts and in determining the rights of the Shareholders among themselves, except as otherwise provided in this Article VI, each item of income, gain, loss and deduction shall be allocated among Shareholders in accordance with their respective Percentage Interests. (b) Any item of loss or deduction otherwise allocated to the Managing Owner pursuant to Section 6.3(a) which is in excess of such Managing Owner’s positive Adjusted Capital Account balance (following adjustment to reflect the allocation of all other items for such period) shall instead be allocated to the other Shareholders in accordance with their respective Percentage Interests to the extent such item of loss or deduction exceeds such Managing Owner’s Adjusted Capital Account balance; provided that the allocation of any such item to such other Shareholders shall only be made hereunder to the extent the allocation would not result in or increase a negative balance in the Adjusted Capital Account of such other ShareholderShareholders. If such an allocation occurs, items of income or gain that would otherwise be allocated to the Managing Owner equal to the amount of such allocated loss or deduction will be allocated to the other Shareholders in accordance with their Percentage Interests as quickly as possible. (c) If any Shareholder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation sections 1.704-1(b)(ii)(d)(4), (5) or (6), items of Trust Master Fund income and gain shall be specially allocated to such Shareholder in an amount and manner sufficient to eliminate a deficit in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible. This section 6.3(c) is intended to constitute a “qualified income offset” within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(d). (d) Notwithstanding any other provision of this Trust Agreement, upon or prior to the issuance of additional Shares, the Managing Owner shall have the sole and complete discretion, without the approval of any other Shareholder, to amend any provision of this Article VI in any manner, as is necessary, appropriate or advisable to comply with any current or future provisions of the Code or the Treasury Regulations or to implement the terms and conditions of any Shares.” 2. The Managing Owner hereby ratifies all actions taken by any Person in reliance that the foregoing Section 6.3 was part of the Declaration of Trust. 3. Defined terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Declaration of Trust. 4. This Amendment No. 1 to the Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Daily Allocations. All allocations to Shareholders of items included within the TrustMaster Fund’s Profits and Losses attributable daily shall be allocated solely among the Shareholders recognized as shareholders as of the close of business of each Business Day, as follows: (a) For purposes of maintaining the each Master Fund’s Capital Accounts and in determining the rights of the Shareholders among themselves, except as otherwise provided in this Article VI, each item of income, gain, loss and deduction shall be allocated among Shareholders in accordance with their respective Percentage Interests. (b) Any item of loss or deduction otherwise allocated to the Managing Owner pursuant to Section 6.3(a) which is in excess of such Managing Owner’s positive Adjusted Capital Account balance (following adjustment to reflect the allocation of all other items for such period) shall instead be allocated to the other Shareholders in accordance with their respective Percentage Interests to the extent such item of loss or deduction exceeds such Managing Owner’s Adjusted Capital Account balance; provided that the allocation of any such item to such other Shareholders shall only be made hereunder to the extent the allocation would not result in or increase a negative balance in the Adjusted Capital Account of such other ShareholderShareholders. If such an allocation occurs, items of income or gain that would otherwise be allocated to the Managing Owner equal to the amount of such allocated loss or deduction will be allocated to the other Shareholders in accordance with their Percentage Interests as quickly as possible. (c) If any Shareholder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation sections 1.704-1(b)(ii)(d)(4), (5) or (6), items of Trust Master Fund income and gain shall be specially allocated to such Shareholder in an amount and manner sufficient to eliminate a deficit in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible. This section 6.3(c) is intended to constitute a “qualified income offset” within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(d). (d) Notwithstanding any other provision of this Trust Agreement, upon or prior to the issuance of additional Shares, the Managing Owner shall have the sole and complete discretion, without the approval of any other Shareholder, to amend any provision of this Article VI in any manner, as is necessary, appropriate or advisable to comply with any current or future provisions of the Code or the Treasury Regulations or to implement the terms and conditions of any Shares.” 2. This Amendment No. 1 to the Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware.