Common use of Federal Income Tax Allocations Clause in Contracts

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust with respect to any Loan Group for any month Collection Period as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders holders of the Trust Certificates as of the close of business on the last day of such monthCollection Period, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the portion of the Certificateholders' Interest Distribution Amount and the Certificateholders' Interest Index Carryover if any, for the related Distribution Date allocable to such Collection Period, (ii) interest on the excess, if any, of the Certificateholders' Interest Distribution Amount for the preceding Distribution Date over the amount in respect of interest that is actually distributed to such holders of the Trust Certificates on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate for such Collection Period and (iii) the portion of the market discount on the Receivables Financed Student Loans accrued during such month quarter that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, Trust if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders holders of the Trust Certificates as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholdersholders of the Trust Certificates, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to Section 5.07(g) of the Sale and Servicing Agreement (to the extent not previously allocated pursuant to this clause), and (iiv) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountCompany, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Company to the extent the Depositor (or such holders) are Company is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Company is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) Company or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to the Servicing Agreement (to the extent not previously allocated pursuant to this clause), (v) any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month and (iivi) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountCompany, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Company to the extent the Depositor (or such holders) are Company is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Company is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) Company or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on In the Certificates at event that the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be Trust is treated as "guaranteed payments" under Section 707(c) of the Code. Net a partnership for Federal income tax purposes, net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) to the extent of available net income, among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month Record Date in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) to the extent of available net income, among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the Certificate- holders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountGeneral Partner, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) General Partner to the extent the Depositor (or such holders) are General Partner is reasonably expected as determined by the Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Trust Certificates is reduced to zero. The Depositor General Partner is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to General Partner, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss loss, deduction and deduction credit, if any, entering into the computation thereof) shall be allocated: to the Subordinated Certificateholders in accordance with their Percentage Interests; provided, however, if the Noteholders are deemed to be partners, together with the Subordinated Certificateholders, for federal income tax purposes: (a) Income of the Trust shall be allocated among the Certificateholders such Noteholders as of the close first Record Date following the end of business on the last day of any such month, month in proportion to their ownership of principal amount of Trust Certificates the Notes on such date, in an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders Interest Amount for such month; , and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess balance of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for shall be allocated to the Subordinated Certificateholders, and, if such income is insufficient in any month is insufficient for such allocations to the allocations described Noteholders, such income in clause (a), subsequent net income months shall first be allocated to the Noteholders to make up such shortfall (and interest thereon) before being allocated as provided in the preceding sentence. to Subordinated Certificateholders. (b) Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Subordinated Certificateholders to the extent the Depositor (or such holders) Subordinated Certificateholders are reasonably expected to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders Noteholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates the Notes on such day. Record Date. (c) Notwithstanding anything in this Agreement to the contrary, the Subordinated Certificateholders shall be allocated an aggregate of at least 1% of each item of income, profit, gain or loss of the Trust. (d) The Depositor is Subordinated Certificateholders are authorized to modify the allocations in this paragraph Section if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly reflect the economic income, gain or loss to the Depositor (Subordinated Certificateholders or other holders of interests in the Spread Account) Noteholders or to comply with the Certificateholders, or as otherwise required provisions of the Code and the accompanying Treasury Regulations. (e) All federal income tax allocations are to be calculated and prepared by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregardedAdministrator.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to Section 5.07(g) of the Sale and Servicing Agreement (to the extent not previously allocated pursuant to this clause), and (iiv) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Pass- Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributeda) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item items of income, gain, loss and deduction entering into the computation thereof) for any month as determined for federal income tax purposes shall be allocatedallocated as follows: (ai) among the Certificateholders The Certificateholders, as of the close of business on first Record Date following the last day end of such month, shall be allocated the following items in proportion to their ownership of the principal amount of Trust Certificates on such date, an amount of net income up : (A) interest equal to the sum of: Certificate Interest Distributable Amount for such month, (iB) accrued interest on the excess, if any, of the Certificate Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (C) the portion of the market discount on the Receivables Contracts accrued during such month quarter that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, price and (iiD) any other amounts items of income and gain payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization deduction by the Trust of premium on Receivables Contracts that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bii) to the Depositor, and other holders of interests in the Spread Account, Depositor to the extent of any remaining net items of income, in accordance with their respective interests thereingain, loss and deduction. If the net items of income or gain of the Trust for any month is calendar quarter are insufficient for the allocations described in clause (aSECTION 2.11(a)(i), subsequent net items of income or gain shall first be allocated to make up such shortfall before being allocated as provided in SECTION 2.11(a)(ii). (b) To the preceding sentence. Net losses extent that the Depositor would be allocated cumulative items of loss and deduction in excess of the sum of (A) the cumulative items of income and gain, if any, allocated to the Depositor, PLUS (B) the cumulative contributions made by the Depositor to the Trust, PLUS (C) the amount of Trust liabilities or claims, if any, for any month as determined for Federal income tax purposes which the Depositor is liable pursuant to SECTION 2.07 or otherwise allocated under Section 752 of the Code, LESS (and each item D) the cumulative distributions made to the Depositor pursuant to SECTION 5.02, then such excess items of income, gain, loss and deduction entering into shall instead be allocated among the computation thereofCertificateholders (other than the Depositor) as of the first Record Date following the end of such quarter in proportion to their ownership of the principal amount of Trust Certificates on such Record Date until the cumulative items of loss and deduction allocated to such Certificateholders equal the sum of (I) the cumulative items of income and gain allocated to such Certificateholders, PLUS (II) the cumulative contributions made by such Certificateholders to the Trust, PLUS (III) the amount of Trust liabilities allocated to such Certificateholders under Section 752 of the Code, LESS (IV) the cumulative distributions made to the Depositor pursuant to SECTION 5.02. Thereafter, any such excess items of loss and deduction shall be allocated to among the Depositor (or and the other holders of interests Certificateholders in the Spread Account) to the extent the Depositor (or accordance with how such holders) Persons are reasonably expected to bear the economic burden of such net losses, items. (c) The provisions of this Agreement relating to the allocations are intended to comply with Treasury Regulation Sections 1.704-1 and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day1.704-2. The Depositor is and Premier Auto Finance, Inc. are authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by to cause such allocations to have substantial economic effect within the Code. Notwithstanding anything provided meaning of Regulations Section 1.704-1(b)(2) or to be deemed to be in this Section 2.11, if accordance with the Certificates are held solely by interests in the Seller, the application of this Section 2.11 shall be disregardedTrust under such Treasury Regulations.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) allocated to the extent of available net income, among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: : (ia) the Certificateholders' Monthly Interest Distributable Amount for such month; (b) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (c) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Trust Certificates is reduced to zero. The Depositor Initial Beneficial Holder is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to the Master Servicing Agreement (to the extent not previously allocated pursuant to this clause), (v) any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month and (iivi) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the portion of the Certificateholders' Interest Distribution Amount and the Certificateholders' Auction Rate Interest Carryover, if any, for the related Distribution Date allocable to such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distribution Amount for the preceding Distribution Date over the amount in respect of interest that is actually distributed to Certificateholders on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate for such month and (iii) the portion of the market discount on the Receivables Financed Student Loans accrued during such month quarter that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the DepositorTMS Student Holdings, and other holders of interests Inc., in the Spread Accountits capacity as a Trust Certificateholder, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) TMS Student Holdings, Inc. to the extent the Depositor (or such holders) are TMS Student Holdings, Inc. is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor TMS Student Holdings, Inc. is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) TMS Student Holdings, Inc. or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided Moreover, TMS Student Holdings may modify the allocations upon the issuance of Certificates pursuant to a Trust Supplement in this Section 2.11, if order to ensure that the Certificates are held solely by allocations reflect the Seller, Certificateholders' economic interests in the application of this Section 2.11 shall be disregardedpartnership.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributeda) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item items of income, gain, loss and deduction entering into the computation thereof) for any month as determined for federal income tax purposes shall be allocatedallocated as follows: (ai) among the Certificateholders The Certificateholders, as of the close of business on first Record Date following the last day end of such month, shall be allocated the following items in proportion to their ownership of the principal amount of Trust Certificates on such date, an amount of net income up : (A) interest equal to the sum of: Certificate Interest Distributable Amount for such month, (iB) accrued interest on the excess, if any, of the Certificate Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (C) the portion of the market discount on the Receivables Contracts accrued during such month quarter that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, price and (iiD) any other amounts items of income and gain payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization deduction by the Trust of premium on Receivables Contracts that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bii) to the Depositor, and other holders of interests in the Spread Account, Trust Depositor to the extent of any remaining net items of income, in accordance with their respective interests thereingain, loss and deduction. If the net items of income or gain of the Trust for any month is calendar quarter are insufficient for the allocations described in clause (aSection 2.11(a)(i), subsequent net items of income or gain shall first be allocated to make up such shortfall before being allocated as provided in Section 2.11(a)(ii). (b) To the preceding sentence. Net losses extent that the Trust Depositor would be allocated cumulative items of loss and deduction in excess of the sum of (A) the cumulative items of income and gain, if any, allocated to the Trust Depositor, PLUS (B) the cumulative contributions made by the Trust Depositor to the Trust, PLUS (C) the amount of Trust liabilities or claims, if any, for any month as determined for Federal income tax purposes which the Trust Depositor is liable pursuant to Section 2.07 or otherwise allocated under Section 752 of the Code, LESS (and each item D) the cumulative distributions made to the Trust Depositor pursuant to Section 5.02 hereof, then such excess items of income, gain, loss and deduction entering into shall instead be allocated among the computation thereofCertificateholders (other than the Trust Depositor) as of the first Record Date following the end of such quarter in proportion to their ownership of the principal amount of Trust Certificates on such Record Date until the cumulative items of loss and deduction allocated to such Certificateholders equal the sum of (I) the cumulative items of income and gain allocated to such Certificateholders, PLUS (II) the cumulative contributions made by such Certificateholders to the Trust, PLUS (III) the amount of Trust liabilities allocated to such Certificateholders under Section 752 of the Code, LESS (IV) the cumulative distributions made to the Trust Depositor pursuant to Section 5.02 hereof. Thereafter, any such excess items of loss and deduction shall be allocated to among the Trust Depositor (or and the other holders of interests Certificateholders in the Spread Account) to the extent the Depositor (or accordance with how such holders) Persons are reasonably expected to bear the economic burden of such net losses, items. (c) The provisions of this Agreement relating to the allocations are intended to comply with Treasury Regulation Sections 1.704-1 and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day1.704-2. The Trust Depositor is and Eaglemark are authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Trust Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by to cause such allocations to have substantial economic effect within the Code. Notwithstanding anything provided meaning of Regulations Section 1.704-1(b)(2) or to be deemed to be in this Section 2.11, if accordance with the Certificates are held solely by interests in the Seller, the application of this Section 2.11 shall be disregardedTrust under such Treasury Regulations.

Federal Income Tax Allocations. If Certificates are held by more than one personperson or the Trust is recharacterized as a separate entity, interest payments on the Certificates at (or other interests in the Pass-Through Rate Trust treated as equity in the Trust for applicable tax purposes ("Equity Interests"), including interest on amounts previously due on the Certificates or Equity Interests but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust Issuer for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders and Equity Interest holders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates and Equity Interests on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial initial Certificate Balance over their initial aggregate issue price, (ii) Certificateholders' and Equity Interest holders' prepayment premium, if any, payable for such month and (iiiii) any other amounts of income payable to the Certificateholders or Equity Interest holders for such month; and such sum of amounts specified in clauses (i) and through (iiiii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates or Equity Interests over their principal amount; and (b) to the DepositorParagon Auto, and other holders of interests in the Spread Reserve Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor Paragon Auto (or other holders of interests in the Spread Reserve Account) to the extent the Depositor Paragon Auto (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders and Equity Interest holders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates and Equity Interests on such day. The Depositor Paragon Auto is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor Paragon Auto (or other holders of interests in the Spread Reserve Account) or to the CertificateholdersCertificateholders or Equity Interest holders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by one person or the SellerTrust has not been recharacterized as a separate entity, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate , (including interest on a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the SellerDepositor, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Underlying Securities accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to Section [9.01(e)(iii)] (to the extent not previously allocated pursuant to this clause), and (iiv) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Underlying Securities that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountCompany, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Company to the extent the Depositor (or such holders) are Company is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Company is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) Company or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person(a) Neither the Owner Trustee nor any Residual Certificateholder will, interest payments under any circumstances, and at any time, make an election on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of IRS Form 8832 or otherwise, to classify the Trust as an association taxable as a corporation for federal, state or any month as determined for Federal other applicable tax purpose. (b) The Issuer will compute net income tax purposes or net loss (and each item of income, gain, loss loss, and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders monthly as of the close of business Record Date for such month for the period beginning on the last day immediately preceding Payment Date and ending on and inclusive of such month, Record Date. The Issuer will separately compute the items described in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (isection 702(a) the portion of the market discount on the Receivables accrued during such month that is allocable to the excessCode, if any, including gains and losses from sales and exchanges of the Initial Certificate Balance over their initial aggregate issue pricecapital assets held for more than one year, and (ii) any other gains and losses from capital assets held for less than one year. During the Managed Amortization Period, the amounts of income payable to so computed will be allocated solely among the Class B Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium based on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of relative percentage interests in the Spread AccountClass B Certificates. During the Rapid Amortization Period, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described except as provided in clause (a)d) below, subsequent net income shall first the amounts so calculated will be allocated to make up such shortfall before being allocated between the Class G Certificateholder and the Class B Certificateholders based on their relative Class Principal Amounts as provided in the preceding sentence. Net losses of the Trustimmediately preceding Payment Date, if any, for any month as determined for Federal income tax purposes (and each item after taking into account the allocations of income, gain, deduction, and loss and deduction entering into the computation thereof) shall be any distribution occurring on such immediately preceding Payment Date. Amounts allocated to the Depositor (or other holders of Class B Certificates will be further allocated among the Class B Certificateholders in accordance with their percentage interests in the Spread AccountClass B Certificates. (c) During the Managed Amortization Period, the Issuer will treat the “interest” paid to the extent Class G Certificateholder on the Depositor (or such holdersAdditional Balance Contributed Amount as a guaranteed payment under section 707(c) are reasonably expected to bear of the economic burden of such net lossesCode, and any remaining net losses shall be allocated among therefore, and item of deduction for the remaining Certificateholders as Issuer. (d) Upon termination of the close Trust in accordance with Section 7.01 of business on the last day Sale and Servicing Agreement, in connection with making final distributions to each class of such month in proportion to their ownership of principal amount of Residual Certificateholders, the Trust Certificates on such day. The Depositor is authorized to will modify the allocations set forth in this paragraph if necessary or appropriate, in its the sole discretiondiscretion of a majority in interest of the Class B Certificateholders and the Class G Certificateholders, for the allocations to fairly reflect the economic income, gain gain, deduction, or loss to of each class of Residual Certificateholders. (e) The Indenture Trustee shall perform the Depositor (or other holders obligations of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided Issuer in this Section 2.11, if 2.11 pursuant to Section 6.23 of the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregardedIndenture.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for tor Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Distribution Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the portion of the market discount Certificateholders, Interest Distributable Amount for such month, (ii) interest on the Receivables accrued during Certificateholders' Interest Carryover Shortfall for such month that is allocable Distribution Date, to the excessextent permitted by law, if any, of at the Initial Certificate Balance over their initial aggregate issue pricePass Through Rate from the preceding Distribution Date through the current Distribution Date, and (iiiii) any other amounts of income payable amount expected to be distributed to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (iipursuant to Section 5.07(g) of the Sale and Servicing Agreement (to the extent not previously allocated pursuant to this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amountclause); and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected has agreed hereunder and under the Sale and Servicing Agreement and the Indenture to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Distribution Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates as of the close of business on such dayDistribution Date. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) to the extent of available net income, among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountGeneral Partner, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) General Partner to the extent the Depositor (or such holders) are General Partner is reasonably expected as determined by the Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month Record Date in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor General Partner is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to General Partner, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Distribution Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the portion of the market discount Certificateholders, Interest Distributable Amount for such month, (ii) interest on the Receivables accrued during Certificateholders' Interest Carryover Shortfall for such month that is allocable Distribution Date, to the excessextent permitted by law, if any, of at the Initial Certificate Balance over their initial aggregate issue pricePass Through Rate from the preceding Distribution Date through the current Distribution Date, and (iiiii) any other amounts of income payable amount expected to be distributed to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (iipursuant to Section 5.07(g) of the Sale and Servicing Agreement (to the extent not previously allocated pursuant to this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amountclause); and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected has agreed hereunder and under the Sale and Servicing Agreement and the Indenture to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Distribution Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates as of the close of business on such dayDistribution Date. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.]

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) to the extent of available net income, among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders holder of interests in the Spread AccountGP Interest, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders holder of interests in the Spread Account) GP Interest to the extent the Depositor (or such holders) are holder of the GP Interest is reasonably expected as determined by the Master Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Trust Certificates is reduced to zero. The Depositor holder of the GP Interest is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders holder of interests in the Spread Account) or to GP Interest, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributeda) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month month, as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) ), shall be allocated: (ai) among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of the principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (iA) the Certificate Interest Distributable Amount for such month, (B) interest on the excess, if any, of the Certificate Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, (C) the portion of the market discount on the Receivables Contracts accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, price and (iiD) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Contracts that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bii) among the Residual Interestholders in proportion to the Depositor, and other holders Percentage Interest of interests in the Spread AccountResidual Interest of each Residual Interestholder, to the extent of any remaining net income, in accordance with their respective interests therein. . (b) If the net income of the Trust for any calendar month is insufficient for the allocations described in clause (aSection 2.10(a)(i), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceSection 2.10(a)(ii). Net losses of the Trust, if any, for any calendar month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Residual Interestholders, to the extent the Depositor (or such holders) Residual Interestholders are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month in proportion to their ownership of the principal amount of Trust Certificates on such day. Any indebtedness allocated pursuant to Treasury Regulation Section 1.752-3(a)(3) shall be allocated to the Residual Interest. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or gain, loss and deduction to the Depositor (or other holders of interests in the Spread Account) or to the CertificateholdersOwners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person(a) For so long as the Trust has a single owner for federal income tax purposes, interest payments on it will, pursuant to Treasury Regulations promulgated under section 7701 of the Certificates at Code, be disregarded as an entity distinct from the Pass-Through Rate (including interest on amounts previously due on Residual Certificateholder for all federal income tax purposes. Accordingly, for federal income tax purposes, the Certificates but not yet distributed) shall Residual Certificateholder will be treated as "guaranteed payments" (i) owning all assets owned by the Trust and (ii) having incurred all liabilities incurred by the Trust and all transactions between the Trust and the Residual Certificateholder will be disregarded. (b) Neither the Owner Trustee nor any Residual Certificateholder will, under Section 707(cany circumstances, and at any time, make an election on IRS Form 8832 or otherwise, to classify the Trust as an association taxable as a corporation for federal, state or any other applicable tax purpose. (c) of In the Code. Net event that the Trust is treated as a partnership for federal income tax purposes, net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: : (ai) to the extent of available net income, among the Residual Certificateholders and the Holders of any other securities treated as equity in the partnership as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Residual Certificates and any such securities on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue price, and ; (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountSponsor, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)i) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (ii). Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to among the Depositor (or Residual Certificateholders and the Holders of any other holders of interests securities treated as equity in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders partnership as of the close of business on the last day of such month Record Date in proportion to their ownership percentage of principal amount of Trust Residual Certificates and any such securities, respectively, on such dayRecord Date until the principal balance of the Residual Certificates and any such securities is reduced to zero. The Depositor Sponsor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or Residual Certificateholders and the Holders of any other holders of interests securities treated as equity in the Spread Account) or to the Certificateholderspartnership, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) first, among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i1) the Class [C] Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (iiiv) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) second, to the Depositor, and other holders holder of interests in the Spread AccountResidual Interest, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders holder of interests the residual interest in the Spread Account) Trust to the extent the Depositor (or that such holders) are Person is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Trust is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one personperson or the Trust is recharacterized as a separate entity, interest payments on the Certificates at (or other interests in the Pass-Through Rate Trust treated as equity in the Trust for applicable tax purposes ("Equity Interests"), including interest on amounts previously due on the Certificates or Equity Interests but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust Issuer for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders and Equity Interest holders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates and Equity Interests on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial initial Certificate Balance over their initial aggregate issue price, and (ii) Certificateholders' and Equity Interest holders' prepayment premium, if any, payable for such month, (iii) any other amounts of income payable to the Certificateholders or Equity Interest holders for such month; and such sum of amounts specified in clauses (i) and through (iiiii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates or Equity Interests over their principal amount; , and (b) to the DepositorCertificateholders and Equity Interest holders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Certificates and Equity Interests on such date, and other holders of interests in the Spread Reserve Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor [_______] (or other holders of interests in the Spread Reserve Account) to the extent the Depositor [_______] (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders and Equity Interest holders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates and Equity Interests on such day. The Depositor [_______] is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) [_______] or to the CertificateholdersCertificateholders or Equity Interest holders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by one person or the SellerTrust has not been recharacterized as a separate entity, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by (a) It is the intention of the Depositor, the Servicer and the Residual Certificateholders that, for federal, state and other income tax purposes (i) the Trust be classified as a partnership if there is more than one person, interest payments on the Holder of Residual Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall and that it be treated classified as "guaranteed payments" under Section 707(c) a disregarded entity if there is only one Holder of the Code. Net income Residual Certificates and (ii) the Bonds be classified as debt of the Trust. Neither the Owner Trustee nor any Residual Certificateholder will, under any circumstances, and at any time, make an election on IRS Form 8832 or otherwise, to classify the Trust as an association taxable as a corporation for federal, state or any month as determined for Federal other applicable tax purpose. (b) The Issuer will compute net income tax purposes or net loss (and each item of income, gain, loss loss, and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders monthly as of the close of business Record Date for such month for the period beginning on the last day immediately preceding Payment Date and ending on and inclusive of such monthRecord Date. The Issuer will separately compute the items described in section 702(a) of the Code, including gains and losses from sales and exchanges of capital assets held for more than one year, and gains and losses from capital assets held for less than one year. Except as provided in proportion to clause (d) below, the amounts so calculated will be allocated between the Class L Certificateholder and the Class O Certificateholders based on their ownership relative Class Principal Balances as of principal amount the immediately preceding Payment Date, after taking into account the allocations of Trust Certificates income, gain, deduction, and loss and any distribution occurring on such date, an amount of net income up immediately preceding Payment Date. Amounts allocated to the sum of: (i) Class O Certificates will be further allocated among the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue price, and (ii) any other amounts of income payable to the Class O Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If Percentage Interests. (c) The Issuer will treat the net income “interest” paid to the Class L Certificateholder on the Additional Balance Contributed Amount or the Class Principal Amount of the Class L Certificates, as applicable, as a guaranteed payment under section 707(c) of the Code, and therefore, an item of deduction for the Issuer. (d) Upon dissolution of the Trust for any month is insufficient for in accordance with Article X hereof, in connection with making final distributions to each class of Residual Certificateholders, the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to will modify the allocations set forth in this paragraph if necessary or appropriate, in its the sole discretiondiscretion of a majority in interest of the Class O Certificateholders and (if such dissolution occurs during the Rapid Amortization Period) the Class L Certificateholers, for the allocations to fairly reflect the economic income, gain gain, deduction, or loss of each class of Residual Certificateholders. In addition, to the Depositor (or other holders of interests extent that the Class C Interest is characterized as an equity interest in the Spread AccountTrust, the Trust will modify the allocations set forth in this paragraph if necessary or appropriate, in the sole discretion of a majority in interest of the Class O Certificateholders and (if such dissolution occurs during the Rapid Amortization Period) the Class L Certificateholers, to fairly reflect the economic income, gain, deduction, or loss of attributable to the CertificateholdersClass C Interest, or as otherwise required by if any. (e) The Manager shall perform the Code. Notwithstanding anything provided obligations of the Issuer in this Section 2.112.11 pursuant. Under no circumstances shall the Owner Trustee have any responsibility to perform the foregoing obligations, if nor shall the Certificates are held solely by Owner Trustee have any duty or responsibility to supervise the Seller, Manager in the application of this Section 2.11 shall be disregardedperformance thereof.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust ------------------------------ for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to the Master Servicing Agreement (to the extent not previously allocated pursuant to this clause), (v) any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month and (iivi) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountCompany, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Company to the extent the Depositor (or such holders) are Company is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Company is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) Company or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one personThe Certificateholders acknowledge that it is their intent and that they understand that it is the intent of Depositor and Servicer that, interest payments on for the Certificates at purposes of federal income, state and local income and franchise taxes and any other income taxes, Issuer will be treated as a partnership and the Pass-Through Rate Certificateholders (including interest on Depositor) will be treated as partners in that partnership (except, in the case of any state tax, where the Depositor or the Servicer in good faith determines that treatment of the Issuer as other than a partnership is required by applicable state law). Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For purposes of federal income, state and local income and franchise tax and any other income taxes each month: (a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one personThe Certificateholders acknowledge that it is their intent and that they understand that it is the intent of Depositor and Servicer that, interest payments on for the Certificates at purposes of federal income, state and local income and franchise tax and any other income taxes, Issuer will be treated as a partnership and the Pass-Through Rate Certificateholders (including interest on Depositor) will be treated as partners in that partnership. Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For purposes of federal income, state and local income and franchise tax and any other income taxes each month: (a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization as "guaranteed payments" provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of the principal amount of Trust the Certificates on such date, in an amount of net income up equal to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) to the Depositor, and other holders thereafter all remaining items of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. gain, loss or deduction of Issuer for such month as determined for federal income tax purposes shall be allocated to Depositor; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the Certificateholders' Interest Distribution Amount for the related Interest Payment Date, (ii) the portion of the Certificateholders' Interest LIBOR Carryover, if any, for the related Distribution Date allocable to such month, (iii) interest on the excess, if any, of the Certificateholders' Interest Distribution Amount for the preceding Interest Payment Date over the amount in respect of interest that is actually distributed to Certificateholders on such preceding Interest Payment Date, to the extent permitted by law, at the Certificate Rate for such month and (iv) the portion of the market discount on the Receivables Financed Student Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, Depositor and other holders of interests the Company in the Spread Accountproportion of 99% and 1%, respectively, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b) above. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests and the Company in the Spread Account) proportion of 99% and 1% respectively, to the extent the Depositor (or such holders) and the Company are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor is and the Company are authorized to modify the allocations in this paragraph if necessary or appropriate, in its their sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in and the Spread Account) Company or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) first, among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i1) the Class [C] Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Payment Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Payment Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Payment Date through the current Payment Date, (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (iiiv) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) second, to the Depositor, and other holders holder of interests in the Spread AccountResidual Interest, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders holder of interests the residual interest in the Spread Account) Trust to the extent the Depositor (or that such holders) are Person is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Trust is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by (a) It is the intention of the Depositor, the Servicer and the Residual Certificateholders that, for federal, state and other income tax purposes (i) the Trust be classified as a partnership if there is more than one person, interest payments on the Holder of Residual Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall and that it be treated classified as "guaranteed payments" under Section 707(c) a disregarded entity if there is only one Holder of the Code. Net income Residual Certificates and (ii) the Notes be classified as debt of the Trust. Neither the Owner Trustee nor any Residual Certificateholder will, under any circumstances, and at any time, make an election on IRS Form 8832 or otherwise, to classify the Trust as an association taxable as a corporation for federal, state or any month as determined for Federal other applicable tax purpose. (b) The Issuer will compute net income tax purposes or net loss (and each item of income, gain, loss loss, and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders monthly as of the close of business Record Date for such month for the period beginning on the last day immediately preceding Payment Date and ending on and inclusive of such monthRecord Date. The Issuer will separately compute the items described in section 702(a) of the Code, including gains and losses from sales and exchanges of capital assets held for more than one year, and gains and losses from capital assets held for less than one year. Except as provided in proportion to clause (d) below, the amounts so calculated will be allocated between the Class L Certificateholder and the Class O Certificateholders based on their ownership relative Class Principal Balances as of principal amount the immediately preceding Payment Date, after taking into account the allocations of Trust Certificates income, gain, deduction, and loss and any distribution occurring on such date, an amount of net income up immediately preceding Payment Date. Amounts allocated to the sum of: (i) Class O Certificates will be further allocated among the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue price, and (ii) any other amounts of income payable to the Class O Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If Percentage Interests. (c) The Issuer will treat the net income "interest" paid to the Class L Certificateholder on the Additional Balance Contributed Amount or the Class Principal Amount of the Class L Certificates, as applicable, as a guaranteed payment under section 707(c) of the Code, and therefore, an item of deduction for the Issuer. (d) Upon dissolution of the Trust for any month is insufficient for in accordance with Article X hereof, in connection with making final distributions to each class of Residual Certificateholders, the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to will modify the allocations set forth in this paragraph if necessary or appropriate, in its the sole discretiondiscretion of a majority in interest of the Class O Certificateholders and (if such dissolution occurs during the Rapid Amortization Period) the Class L Certificateholers, for the allocations to fairly reflect the economic income, gain gain, deduction, or loss of each class of Residual Certificateholders. In addition, to the Depositor (or other holders of interests extent that the Class C Interest is characterized as an equity interest in the Spread AccountTrust, the Trust will modify the allocations set forth in this paragraph if necessary or appropriate, in the sole discretion of a majority in interest of the Class O Certificateholders and (if such dissolution occurs during the Rapid Amortization Period) the Class L Certificateholers, to fairly reflect the economic income, gain, deduction, or loss of attributable to the CertificateholdersClass C Interest, or as otherwise required by if any. (e) The Indenture Trustee shall perform the Code. Notwithstanding anything provided obligations of the Issuer in this Section 2.112.11 pursuant to Section 6.23 of the Indenture. The Depositor shall, if on or as soon as practicable after the Certificates are held solely by Closing Date and on each one year anniversary of the SellerClosing Date, pay the application Indenture Trustee an amount equal to $8,000 in consideration of this Section 2.11 the performance of such services. Under no circumstances shall be disregardedthe Owner Trustee have any responsibility to perform the foregoing obligations, nor shall the Owner Trustee have any duty or responsibility to supervise the Indenture Trustee in the performance thereof.

Federal Income Tax Allocations. If Certificates are held by more than one personThe Certificateholders acknowledge that it is their intent and that they understand that it is the intent of Depositor and Servicer that, interest payments on for the Certificates at purposes of federal income, state and local income and franchise taxes and any other income taxes, Issuer will be treated as a partnership and the Pass-Through Rate Certificateholders (including interest on Depositor) will be treated as partners in that partnership (except, in the case of any state tax, where the Depositor or the Servicer in good faith determines that treatment of the Issuer as other than a partnership is required by applicable state law). Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For purposes of federal income, state and local income and franchise tax and any other income taxes each month: (a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall 5 11 be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) allocated to the extent of available net income, among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: : (ia) the Certificateholders’ Monthly Interest Distributable Amount for such month; (b) interest on the excess, if any, of the Certificateholders’ Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (c) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Trust Certificates is reduced to zero. The Depositor Initial Beneficial Holder is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one personThe Certificateholders acknowledge that it is their intent and that they understand that it is the intent of Depositor and Servicer that, interest payments on for the Certificates at purposes of federal income, state and local income and franchise taxes and any other income taxes, Issuer will be treated as a partnership and the Pass-Through Rate Certificateholders (including interest on Depositor) will be treated as partners in that partnership (except, in the case of any state tax, where the Depositor or the Servicer in good faith determines that treatment of the Issuer as other than a partnership is required by applicable state law). Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For purposes of federal income, state and local income and franchise tax and any other income taxes each month: TRUST AGREEMENT (a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.TRUST AGREEMENT

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate , (including interest on a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificate holders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date 4 TRUST AGREEMENT 10 following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the SellerDepositor, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributeda) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item items of income, gain, loss and deduction entering into the computation thereof) for any month as determined for federal income tax purposes shall be allocatedallocated as follows: (ai) among the Certificateholders The Certificateholders, as of the close of business on first Record Date following the last day end of such month, shall be allocated the following items in proportion to their ownership of the principal amount of Trust Certificates on such date, an amount of net income up : (A) interest equal to the sum of: Certificate Interest Distributable Amount for such month, (iB) accrued interest on the excess, if any, of the Certificate Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (C) the portion of the market discount on the Receivables Contracts accrued during such month quarter that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, price and (iiD) any other amounts items of income and gain payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization deduction by the Trust of premium on Receivables Contracts that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bii) to the Depositor, and other holders of interests in the Spread Account, Trust Depositor to the extent of any remaining net items of income, in accordance with their respective interests thereingain, loss and deduction. If the net items of income or gain of the Trust for any month is calendar quarter are insufficient for the allocations described in clause (aSection 2.11(a)(i), subsequent net items of income or gain shall first be allocated to make up such shortfall before being allocated as provided in Section 2.11(a)(ii). (b) To the preceding sentence. Net losses extent that the Trust Depositor would be allocated cumulative items of loss and deduction in excess of the sum of (A) the cumulative items of income and gain, if any, allocated to the Trust Depositor, PLUS (B) the cumulative contributions made by the Trust Depositor to the Trust, PLUS (C) the amount of Trust liabilities or claims, if any, for any month as determined for Federal income tax purposes which the Trust Depositor is liable pursuant to Section 2.07 or otherwise allocated under Section 752 of the Code, LESS (and each item D) the cumulative distributions made to the Trust Depositor pursuant to Section 5.02 hereof, then such excess items of income, gain, loss and deduction entering into shall instead be allocated among the computation thereofCertificateholders (other than the Trust Depositor) as of the first Record Date following the end of such quarter in proportion to their ownership of the principal amount of Trust Certificates on such Record Date until the cumulative items of loss and deduction allocated to such Certificateholders equal the sum of (I) the cumulative items of income and gain allocated to such Certificateholders, PLUS (II) the cumulative contributions made by such Certificateholders to the Trust, PLUS (III) the amount of Trust liabilities allocated to such Certificateholders under Section 752 of the Code, LESS (IV) the cumulative distributions made to the Trust Depositor pursuant to Section 5.02 hereof. Thereafter, any such excess items of loss and deduction shall be allocated to among the Trust Depositor (or and the other holders of interests Certificateholders in the Spread Account) to the extent the Depositor (or accordance with how such holders) Persons are reasonably expected to bear the economic burden of such net losses, items. (c) The provisions of this Agreement relating to the allocations are intended to comply with Treasury Regulation Sections 1.704-1 and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day1.704-2. The Trust Depositor is and Harley-Davidson Credit are authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Trust Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by to cause such allocations to have substantial economic effect within the Codemeaning of Regulations Section 1.704-1(b)(2) or to be deemed to be in accordance with the interests in the Trust under such Treasury Regulations. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.ARTICLE THREE

Federal Income Tax Allocations. If the Trust Certificates are held by more treated as partnership interests rather than one personas debt, interest then the following provisions shall apply. Interest payments on the Certificates at the Pass-Through Certificate Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables Trust Estate accrued during such month that is allocable to the excess, if any, of the Initial initial Certificate Balance over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables the Trust Estate that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of Depositor any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month quarter as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on first day following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Quarterly Interest Distributable Amount for such quarter, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables accrued during such month quarter that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, price and (iiiv) any other amounts of income payable to the Certificateholders for such monthquarter; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month quarter is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month quarter as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month quarter in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest Interest payments on the Certificates at the Pass-Through Certificate Interest Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables Trust Estate accrued during such month that is allocable to the excess, if any, of the Initial initial Certificate Balance over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables the Trust Estate that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of Depositor any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate , (including interest on a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to TRUST AGREEMENT make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributeda) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month month, as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) ), shall be allocated: (ai) among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of the principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (iA) the Certificate Interest Distributable Amount for such month, (B) interest on the excess, if any, of the Certificate Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, (C) the portion of the market discount on the Receivables Contracts accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, price and (iiD) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Contracts that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bii) among the Residual Interestholders in proportion to the Depositor, and other holders Percentage Interest of interests in the Spread AccountResidual Interest of each Residual Interestholder, to the extent of any remaining net income, in accordance with their respective interests therein. . (b) If the net income of the Trust for any calendar month is insufficient for the allocations described in clause (aSection 2.10(a)(i), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceSection 2.10(a)(ii). Net losses of the Trust, if any, for any calendar month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Residual Interestholders, to the extent the Depositor (or such holders) Residual Interestholders are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month in proportion to their ownership of the principal amount of Trust Certificates on such day. Any indebtedness allocated pursuant to Treasury Regulation Section1.752-3(a)(3) shall be allocated to the Residual Interest. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or gain, loss and deduction to the Depositor (or other holders of interests in the Spread Account) or to the CertificateholdersOwners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person(a) For purposes of the laws of any jurisdiction for which the Trust is characterized as a partnership (consistent with the characterization of the Trust described in Section 2.6 above), interest the following allocations shall apply for Federal income tax purposes. Interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net To the extent such characterization is not respected, net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (ai) among the Certificateholders Holders of Certificates as of the close of business on the last day of such month, in proportion to their ownership of the principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (ix) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue price, (y) Certificateholders' Prepayment Premium, if any, payable for such month and (iiz) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (ix) and through (iiz) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bii) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (ai), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Depositor, to the extent the Depositor (or such holders) are it is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders other Holders of Certificates as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders Holders of interests in the Spread Account) or to the CertificateholdersCertificates, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.112.11(a), if the Certificates are held solely by the SellerDepositor, the application of this Section 2.11 2.11(a) shall be disregarded. (b) One hundred percent of the "excess nonrecourse liabilities" of the Trust represented by all outstanding Classes of Notes shall be allocated, for purposes of Treasury Regulations section 1.752-3(3), to the Depositor.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) to the extent of available net income, among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distribution Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders holder of interests in the Spread AccountGP Interest, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders holder of interests in the Spread Account) GP Interest to the extent the Depositor (or such holders) are holder of the GP Interest is reasonably expected as determined by the Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Trust Certificates is reduced to zero. The Depositor holder of the GP Interest is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders holder of interests in the Spread Account) or to GP Interest, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (iiiv) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate , (including interest on a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate , (including interest on a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, ; and (ii) any other amounts thereafter all remaining net income of income payable to the Certificateholders Issuer for such month; month as determined for federal income tax purposes (and such sum each item of amounts specified in clauses (iincome, gain, credit, loss or deduction entering into the computation thereof) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds allocated to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the SellerDepositor, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to the Servicing Agreement (to the extent not previously allocated pursuant to this clause), [(v) any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month] and (iivi) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountCompany, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Company to the extent the Depositor (or such holders) are Company is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Company is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) Company or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate , (including interest on a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Payment Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Payment Date, to the extent permitted by law, at the Certificate Rate from such preceding Payment Date through the current Payment Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) to the extent of available net income, among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountGeneral Partner, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) General Partner to the extent the Depositor (or such holders) are General Partner is reasonably expected as determined by the Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Trust Certificates is reduced to zero. The Depositor General Partner is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to General Partner, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one personperson or the Trust is recharacterized as a separate entity, interest payments on the Certificates at (or other interests in the Pass-Through Rate Trust treated as equity in the Trust for applicable tax purposes ("Equity Interests"), including interest on amounts previously due on the Certificates or Equity Interests but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust Issuer for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders and Equity Interest holders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates and Equity Interests on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial initial Certificate Balance over their initial aggregate issue price, and (ii) Certificateholders' and Equity Interest holders' prepayment premium, if any, payable for such month, (iii) any other amounts of income payable to the Certificateholders or Equity Interest holders for such month; and such sum of amounts specified in clauses (i) and through (iiiii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates or Equity Interests over their principal amount; , and (b) to the DepositorCertificateholders and Equity Interest holders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Certificates and Equity Interests on such date, and other holders of interests in the Spread Reserve Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor TFSPC II (or other holders of interests in the Spread Reserve Account) to the extent the Depositor TFSPC II (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders and Equity Interest holders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates and Equity Interests on such day. The Depositor TFSPC II is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) TFSPC II or to the CertificateholdersCertificateholders or Equity Interest holders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by one person or the SellerTrust has not been recharacterized as a separate entity, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue price, (ii) Certificateholders' Prepayment Premium, if any, payable for such month and (iiiii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and through (iiiii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one personNeither the Owner Trustee nor any Residual Certificateholder will, interest payments under any circumstances, and at any time, make an election on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of IRS Form 8832 or otherwise, to classify the Trust as an association taxable as a corporation for federal, state or any month as determined for Federal other applicable tax purpose. (a) The Issuer will compute net income tax purposes or net loss (and each item of income, gain, loss loss, and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders monthly as of the close of business Record Date for such month for the period beginning on the last day immediately preceding Payment Date and ending on and inclusive of such month, Record Date. The Issuer will separately compute the items described in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (isection 702(a) the portion of the market discount on the Receivables accrued during such month that is allocable to the excessCode, if any, including gains and losses from sales and exchanges of the Initial Certificate Balance over their initial aggregate issue pricecapital assets held for more than one year, and (ii) any other gains and losses from capital assets held for less than one year. During the Managed Amortization Period, the amounts of income payable to so computed will be allocated solely among the Class B Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium based on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of relative percentage interests in the Spread AccountClass B Certificates. During the Rapid Amortization Period, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described except as provided in clause (a)d) below, subsequent net income shall first the amounts so calculated will be allocated to make up such shortfall before being allocated between the Class G Certificateholder and the Class B Certificateholders based on their relative Class Principal Amounts as provided in the preceding sentence. Net losses of the Trustimmediately preceding Payment Date, if any, for any month as determined for Federal income tax purposes (and each item after taking into account the allocations of income, gain, deduction, and loss and deduction entering into the computation thereof) shall be any distribution occurring on such immediately preceding Payment Date. Amounts allocated to the Depositor (or other holders of Class B Certificates will be further allocated among the Class B Certificateholders in accordance with their percentage interests in the Spread AccountClass B Certificates. (b) During the Managed Amortization Period, the Issuer will treat the “interest” paid to the extent Class G Certificateholder on the Depositor (or such holdersAdditional Balance Contributed Amount as a guaranteed payment under section 707(c) are reasonably expected to bear of the economic burden of such net lossesCode, and any remaining net losses shall be allocated among therefore, and item of deduction for the remaining Certificateholders as Issuer. (c) Upon termination of the close Trust in accordance with Section 7.01 of business on the last day Sale and Servicing Agreement, in connection with making final distributions to each class of such month in proportion to their ownership of principal amount of Residual Certificateholders, the Trust Certificates on such day. The Depositor is authorized to will modify the allocations set forth in this paragraph if necessary or appropriate, in its the sole discretiondiscretion of a majority in interest of the Class B Certificateholders and the Class G Certificateholders, for the allocations to fairly reflect the economic income, gain gain, deduction, or loss to of each class of Residual Certificateholders. (d) The Indenture Trustee shall perform the Depositor (or other holders obligations of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided Issuer in this Section 2.11, if 2.11 pursuant to Section 6.23 of the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregardedIndenture.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for ------------------------------ any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to the Sale and Servicing Agreement (to the extent not previously allocated pursuant to this clause), (v) any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month and (iivi) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountCompany, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Company to the extent the Depositor (or such holders) are Company is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Company is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) Company or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: (i) of the Certificateholders' Monthly Interest Distributable Amount for such month, interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, any amount expected to be distributed to the Certificateholders pursuant to the Master Servicing Agreement (to the extent not previously allocated pursuant to this clause), any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountCompany, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Company to the extent the Depositor (or such holders) are Company is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Company is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) Company or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for ------------------------------ any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to the Master Servicing Agreement (to the extent not previously allocated pursuant to this clause), (v) any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month and (iivi) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountCompany, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Company to the extent the Depositor (or such holders) are Company is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Company is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) Company or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the ------------------------------ Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the Certificateholders' Interest Distribution Amount for the related Interest Payment Date, (ii) the portion of the Certificateholders' Interest LIBOR Carryover, if any, for the related Distribution Date allocable to such month, (iii) interest on the excess, if any, of the Certificateholders' Interest Distribution Amount for the preceding Interest Payment Date over the amount in respect of interest that is actually distributed to Certificateholders on such preceding Interest Payment Date, to the extent permitted by law, at the Certificate Rate for such month and (iv) the portion of the market discount on the Receivables Financed Student Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, Depositor and other holders of interests the Company in the Spread Accountproportion of 99% and 1%, respectively, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b) above. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests and the Company in the Spread Account) proportion of 99% and 1% respectively, to the extent the Depositor (or such holders) and the Company are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor is and the Company are authorized to modify the allocations in this paragraph if necessary or appropriate, in its their sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in and the Spread Account) Company or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Class A Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Class A Certificates on such date, an amount of net income up to the sum of: of (i) the Class A Certificateholders' Interest Distributable Amount for such month, (ii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Class A Certificates over their initial aggregate issue price, and (iiiii) any other amounts of income payable Certificate Prepayment Premium distributable to the Class A Certificateholders for with respect to such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) next, to the Depositor, and other holders Class GP Certificateholders pro rata in accordance with their respective proportion of interests in the Spread Account, Certificate Balance represented thereby to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Class GP Certificateholders to the extent the Depositor (or such holders) Class GP Certificateholders are reasonably expected to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust the Certificates on such dayRecord Date. Notwithstanding anything in this Agreement to the contrary, the Class GP Certificateholders shall be allocated an aggregate of at least 1% of each item of income, profit, gain or loss of the Trust. The Depositor is General Partners are authorized to modify the allocations in this paragraph if necessary or appropriate, in its their sole discretion, for the allocations to reflect fairly reflect the economic income, gain or loss to the Depositor (Class GP Certificateholders or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by to comply with the Code. Notwithstanding anything provided in this Section 2.11, if provisions of the Certificates are held solely by Code and the Seller, the application of this Section 2.11 shall be disregardedaccompanying Treasury Regulations.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on In the Certificates at event that the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be Trust is treated as "guaranteed payments" under Section 707(c) of the Code. Net a partnership for Federal income tax purposes, net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) with respect to each Series, to the extent of available net income with respect to the related Series Trust Estate, among the Certificateholders of such Series as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates of such Series on such date, an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month with respect to such Series, (ii) Certificateholders' Interest Carryover Shortfall for such month with respect to such Series, and (iii) the portion of the market discount on the related Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates of such Series over their initial aggregate issue price, and ; (iib) any other amounts of income payable (b) with respect to the Certificateholders for Owner Trust Certificates, available net income with respect to the Unpledged Trust estate among the Holders of the Owner Trust Certificates as of the first Record Date following the end of such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust with respect to any Series for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. clause c. Net losses of the TrustTrust with respect to any Series (or with respect to the Unpledged Trust Estate), if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to among the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden Certificateholders of such net lossesSeries, and any remaining net losses shall be allocated among or the remaining Certificateholders Holders of the Owner Trust Certificates, as the case may be, as of the close of business on the last day of such month Record Date in proportion to their ownership of principal amount of Trust Certificates of such Series on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders Certificateholders of interests in the Spread Account) or to the Certificateholderssuch Series, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate , (including interest on a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread AccountTransferor, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Transferor to the extent the Depositor (or such holders) are Transferor is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record TRUST AGREEMENT Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor Transferor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Transferor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the SellerTransferor, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i1) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (iiiv) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders holder of interests in the Spread AccountResidual Interest, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)i) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders holder of interests the residual interest in the Spread Account) Trust to the extent the Depositor (or such holders) are Person is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Trust is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person(a) Neither the Owner Trustee nor any Residual Certificateholder will, interest payments under any circumstances, and at any time, make an election on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of IRS Form 8832 or otherwise, to classify the Trust as an association taxable as a corporation for federal, state or any month as determined for Federal other applicable tax purpose. (b) The Issuer will compute net income tax purposes or net loss (and each item of income, gain, loss loss, and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders monthly as of the close of business Record Date for such month for the period beginning on the last day immediately preceding Payment Date and ending on and inclusive of such month, Record Date. The Issuer will separately compute the items described in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (isection 702(a) the portion of the market discount on the Receivables accrued during such month that is allocable to the excessCode, if any, including gains and losses from sales and exchanges of the Initial Certificate Balance over their initial aggregate issue pricecapital assets held for more than one year, and (ii) any other gains and losses from capital assets held for less than one year. During the Managed Amortization Period, the amounts of income payable to so computed will be allocated solely among the Class B Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium based on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of relative percentage interests in the Spread AccountClass B Certificates. During the Rapid Amortization Period, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described except as provided in clause (a)d) below, subsequent net income shall first the amounts so calculated will be allocated to make up such shortfall before being allocated between the Class G Certificateholder and the Class B Certificateholders based on their relative Class Principal Amounts as provided in the preceding sentence. Net losses of the Trustimmediately preceding Payment Date, if any, for any month as determined for Federal income tax purposes (and each item after taking into account the allocations of income, gain, deduction, and loss and deduction entering into the computation thereof) shall be any distribution occurring on such immediately preceding Payment Date. Amounts allocated to the Depositor (or other holders of Class B Certificates will be further allocated among the Class B Certificateholders in accordance with their percentage interests in the Spread AccountClass B Certificates. (c) During the Managed Amortization Period, the Issuer will treat the “interest” paid to the extent Class G Certificateholder on the Depositor (or such holdersAdditional Balance Contributed Amount as a guaranteed payment under section 707(c) are reasonably expected to bear of the economic burden of such net lossesCode, and any remaining net losses shall be allocated among therefore, and item of deduction for the remaining Certificateholders as Issuer. (d) Upon termination of the close Trust in accordance with Section 7.01 of business on the last day Sale and Servicing Agreement, in connection with making final distributions to each class of such month in proportion to their ownership of principal amount of Residual Certificateholders, the Trust Certificates on such day. The Depositor is authorized to will modify the allocations set forth in this paragraph if necessary or appropriate, in its the sole discretiondiscretion of a majority in interest of the Class B Certificateholders and the Class G Certificateholers, for the allocations to fairly reflect the economic income, gain gain, deduction, or loss to of each class of Residual Certificateholders. (e) The Manager shall perform the Depositor (or other holders obligations of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided Issuer in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one personperson or the Trust is recharacterized as a separate entity, interest payments on the Certificates at (or other interests in the Pass-Through Rate Trust treated as equity in the Trust for applicable tax purposes ("Equity Interests"), including interest on amounts previously due on the Certificates or Equity Interests but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust Issuer for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders and Equity Interest holders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates and Equity Interests on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial initial Certificate Balance over their initial aggregate issue price, and (ii) Certificateholders' and Equity Interest holders' prepayment premium, if any, payable for such month, (iii) any other amounts of income payable to the Certificateholders or Equity Interest holders for such month; and such sum of amounts specified in clauses (i) and through (iiiii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates or Equity Interests over their principal amount; , and (b) to the DepositorCertificateholders and Equity Interest holders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Certificates and Equity Interests on such date, and other holders of interests in the Spread Class A Reserve Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor TFSPC II (or other holders of interests in the Spread Class A Reserve Account) to the extent the Depositor TFSPC II (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders and Equity Interest holders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates and Equity Interests on such day. The Depositor TFSPC II is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) TFSPC II or to the CertificateholdersCertificateholders or Equity Interest holders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.112.12, if the Certificates are held solely by one person or the SellerTrust has not been recharacterized as a separate entity, the application of this Section 2.11 2.12 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates the Certificate Principal Balance on such date, an amount of net income up to the sum of: of (i) the interest payable in respect of the Certificates for such month pursuant to Section 5.2(a), and (ii) the portion of the market discount on the Receivables Contracts accrued during such month that is allocable to the excess, if any, excess of the Initial Original Certificate Principal Balance over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) next, to the Depositor, and other holders of interests in the Spread Account, General Partner to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) General Partner to the extent the Depositor (or such holders) are General Partner is reasonably expected to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the total amount of losses allocated to the Certificateholders pursuant to this Section 2.11 plus the total principal amount distributed to the Certificateholder(s) equals the Original Certificate Principal Balance of the Certificates, and any remaining net losses shall be allocated to the General Partner. The Depositor General Partner is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to General Partner, the Certificateholders, or as otherwise required by to comply with the Code. Notwithstanding anything provided in this Section 2.11, if provisions of the Certificates are held solely by Code and the Seller, the application of this Section 2.11 shall be disregardedaccompanying Treasury Regulations.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest Interest payments on the Certificates at the Pass-Through Rate Certificate rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month tax year as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the portion of the market discount on the Receivables Financed Student Loans accrued during such month tax year that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (ii) prepayment premium, if any, payable to the Certificateholders for such tax year and (iiiii) any other amounts of income payable to the Certificateholders for such monthtax year; and such sum of amounts specified in clauses (i) and through (iiiii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables Financed Student Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) any remaining net income shall thereafter be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month tax year is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month tax year as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month tax year in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to modify the allocations in this paragraph if is necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the CertificateholdersCertificateholder, or as otherwise required by the Code. Notwithstanding anything provided in this For purposes of Treasury regulation Section 2.11, if the Certificates are held solely by the Seller1.752-3(a)(3), the application of this Section 2.11 Depositor's interest in the Trust shall be disregardedequal to one hundred percent (100%) and, accordingly, the Depositor's share of the "nonrecourse liabilities" of the Trust under Section 752 of the Code and the Depositor's share of the "nonrecourse deductions" of the Trust under Section 704 of the Code shall be one hundred percent (100%).

Federal Income Tax Allocations. If Certificates are held by more than one person, interest Interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue price, (ii) Certificateholders' Prepayment Premium, if any, payable for such month and (iiiii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and through (iiiii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to the Master Servicing Agreement (to the extent not previously allocated pursuant to this clause), (v) any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month and (iivi) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.its

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the ------------------------------ Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to the Master Servicing Agreement (to the extent not previously allocated pursuant to this clause), (v) any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month and (iivi) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread AccountSeller, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Seller to the extent the Depositor (or such holders) are Seller is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Seller is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) Seller or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first day following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i1) the Class C Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (iiiv) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders holder of interests in the Spread AccountResidual Interest, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)i) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders holder of interests the residual interest in the Spread Account) Trust to the extent the Depositor (or such holders) are Person is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Trust is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, net income in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate from such preceding Distribution Date through the current Distribution Date, (iii) the portion of the market discount on the Receivables Mortgage Loans accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, (iv) any amount expected to be distributed to the Certificateholders pursuant to the Master Servicing Agreement (to the extent not previously allocated pursuant to this clause), (v) any Certificateholders' Prepayment Premium distributable to the Certificateholders with respect to such month and (iivi) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall to be reduced by any amortization by the Trust of premium on Receivables Mortgage Loans that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to each of the Depositor, and other holders of interests in the Spread AccountCompanies, to the extent of any remaining net income, in accordance with their respective interests thereinincome according to the Applicable Percentage. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to each of the Depositor (or other holders of interests in the Spread Account) Companies to the extent one of the Depositor (or such holders) are Companies is reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders Certificate Owners as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date. The Depositor Companies is authorized to modify the allocations in this paragraph if necessary or appropriate, in its their sole discretion, for the allocations to fairly reflect the economic income, gain or loss to each of the Depositor (or other holders of interests in the Spread Account) Companies or to the CertificateholdersCertificate Owners, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one personThe Certificateholders acknowledge that it is their intent and that they understand that it is the intent of Depositor and Servicer that, interest payments on for the Certificates at purposes of federal income, state and local income and franchise taxes and any other 4 TRUST AGREEMENT 10 income taxes, Issuer will be treated as a partnership and the Pass-Through Rate Certificateholders (including interest on Depositor) will be treated as partners in that partnership (except, in the case of any state tax, where the Depositor or the Servicer in good faith determines that treatment of the Issuer as other than a partnership is required by applicable state law). Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For purposes of federal income, state and local income and franchise tax and any other income taxes each month: (a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.5 TRUST AGREEMENT 11

Federal Income Tax Allocations. If Certificates are held by more than one personPerson, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders as of the close of business on the last day of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (i) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their the Trust Certificates' initial aggregate issue price, (ii) Certificateholders' Prepayment Premium, if any, payable for such month and (iiiii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and through (iiiii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated among the remaining Certificateholders as of the close of business on the last day of such month in proportion to their ownership of principal amount of Trust Certificates on such day. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11Section, Trust Agreement if the Certificates are held solely by the Sellerone Certificateholder, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated: (a) to the extent of available net income, among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: of (i) the Certificate-holders' Monthly Interest Distribution Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Trust Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders holder of interests in the Spread AccountGP Interest, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders holder of interests in the Spread Account) GP Interest to the extent the Depositor (or such holders) are holder of the GP Interest is reasonably expected as determined by the Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Trust Certificates is reduced to zero. The Depositor holder of the GP Interest is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders holder of interests in the Spread Account) or to GP Interest, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person(a) Neither the Owner Trustee nor any Residual Certificateholder will, interest payments under any circumstances, and at any time, make an election on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of IRS Form 8832 or otherwise, to classify the Trust as an association taxable as a corporation for federal, state or any month as determined for Federal other applicable tax purpose. (b) The Issuer will compute net income tax purposes or net loss (and each item of income, gain, loss loss, and deduction entering into the computation thereof) shall be allocated: (a) among the Certificateholders monthly as of the close of business Record Date for such month for the period beginning on the last day immediately preceding Payment Date and ending on and inclusive of such month, Record Date. The Issuer will separately compute the items described in proportion to their ownership of principal amount of Trust Certificates on such date, an amount of net income up to the sum of: (isection 702(a) the portion of the market discount on the Receivables accrued during such month that is allocable to the excessCode, if any, including gains and losses from sales and exchanges of the Initial Certificate Balance over their initial aggregate issue pricecapital assets held for more than one year, and (ii) any other gains and losses from capital assets held for less than one year. During the Managed Amortization Period, the amounts of income payable to so computed will be allocated solely among the Class B Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium based on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of relative percentage interests in the Spread AccountClass B Certificates. During the Rapid Amortization Period, to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described except as provided in clause (a)d) below, subsequent net income shall first the amounts so calculated will be allocated to make up such shortfall before being allocated between the Class G Certificateholder and the Class B Certificateholders based on their relative Class Principal Amounts as provided in the preceding sentence. Net losses of the Trustimmediately preceding Payment Date, if any, for any month as determined for Federal income tax purposes (and each item after taking into account the allocations of income, gain, deduction, and loss and deduction entering into the computation thereof) shall be any distribution occurring on such immediately preceding Payment Date. Amounts allocated to the Depositor (or other holders of Class B Certificates will be further allocated among the Class B Certificateholders in accordance with their percentage interests in the Spread AccountClass B Certificates. (c) During the Managed Amortization Period, the Issuer will treat the “interest” paid to the extent Class G Certificateholder on the Depositor (or such holdersAdditional Balance Contributed Amount as a guaranteed payment under section 707(c) are reasonably expected to bear of the economic burden of such net lossesCode, and any remaining net losses shall be allocated among therefore, and item of deduction for the remaining Certificateholders as Issuer. (d) Upon termination of the close Trust in accordance with Section 7.01 of business on the last day Sale and Servicing Agreement, in connection with making final distributions to each class of such month in proportion to their ownership of principal amount of Residual Certificateholders, the Trust Certificates on such day. The Depositor is authorized to will modify the allocations set forth in this paragraph if necessary or appropriate, in its the sole discretiondiscretion of a majority in interest of the Class B Certificateholders and the Class G Certificateholers, for the allocations to fairly reflect the economic income, gain gain, deduction, or loss to of each class of Residual Certificateholders. (e) The Indenture Trustee shall perform the Depositor (or other holders obligations of interests in the Spread Account) or to the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided Issuer in this Section 2.11, if 2.11 pursuant to Section 6.23 of the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregardedIndenture.

Federal Income Tax Allocations. If Certificates are held by more than one personThe Certificateholders acknowledge that it is their intent and that they understand that it is the intent of Depositor and Servicer that, interest payments on for the Certificates at purposes of federal income, state and local income and franchise taxes and any other income taxes, Issuer will be treated as a partnership and the Pass-Through Rate Certificateholders (including interest on Depositor) will be treated as partners in that partnership (except, in the case of any state tax, where the Depositor or the Servicer in good faith determines that treatment of the Issuer as other than a partnership is required by applicable state law). Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For purposes of federal income, state and local income and franchise tax and any other income taxes each month: (a) amounts previously due on the Certificates but not yet distributedpaid to Certificateholders pursuant to Section 5.2(a)(i) shall be treated as "guaranteed payments" under within the meaning of Section 707(c) of the Code. Net ; (b) to the extent that the characterization provided for in paragraph (a) of this Section is not respected, gross ordinary income of the Trust Issuer for any such month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) allocated among the Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount of Trust the Certificates on such date, in an amount of net income up to the sum of: of (i) the Certificateholders' Monthly Interest Distributable Amount for such month, (ii) interest on the excess, if any, of the Certificateholders' Interest Distributable Amount for the preceding TRUST AGREEMENT Distribution Date over the amount in respect of interest at the Certificate Rate that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, to the extent permitted by law, at the Certificate Rate from such preceding Distribution Date through the current Distribution Date, and (iii) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, excess of the Initial Certificate Balance initial aggregate principal amount of the Certificates over their initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (bc) thereafter all remaining net income of Issuer for such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests therein. thereof; If the net gross ordinary income of the Trust Issuer for any month is insufficient for the allocations described in clause (ab), subsequent net gross ordinary income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (c). Net losses of the TrustIssuer, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss loss, credit and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) to the extent the Depositor (or such holders) are is reasonably expected as determined by Servicer to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the principal balance of the Certificates is reduced to zero. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to Depositor, the Certificateholders, or as otherwise required by the Code. Notwithstanding anything provided in this Section 2.11, if the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregarded.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated: (a) among the Class B-1 and Class B-2 Certificateholders as of the close of business on first Record Date following the last day end of such month, in proportion to their ownership of principal amount the sum of Trust Certificates the Class B-1 Principal Balance plus the Class B-2 Principal Balance on such date, an amount of net income up to the sum of: of (i) the interest payable in respect of the Certificates of the applicable class for such month pursuant to Section 5.2(a), and (ii) the portion of the market discount on the Receivables Loans accrued during such month that is allocable to the excess, if any, excess of the Initial Original Class B-1 Certificate Principal Balance or the Original Class B-2 Certificate Principal Balance, as applicable, over their such class' initial aggregate issue price, and (ii) any other amounts of income payable to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) next, to the Depositor, and other holders of interests in the Spread Account, Class C Certificateholder to the extent of any remaining net income, in accordance with their respective interests therein. If the net income of the Trust for any month is insufficient for the allocations described in clause (a)) above, subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentenceclause (b). Net losses of the Trust, if any, for any month as determined for Federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Class C Certificateholder to the extent the Depositor (or such holders) are Class C Certificateholder is reasonably expected to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Class B-1 and Class B-2 Certificateholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates on such dayRecord Date until the total amount of losses allocated to the Certificateholders pursuant to this Section 2.11 plus the total principal amount distributed to the Certificateholders equals the sum of the Original Class B-1 Principal Balance plus the Original Class B-2 Principal Balance, and any remaining net losses shall be allocated to the Class C Certificateholder. The Depositor Class C Certificateholder is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (or other holders of interests in the Spread Account) or to the Certificateholders, or as otherwise required by to comply with the Code. Notwithstanding anything provided in this Section 2.11, if provisions of the Certificates are held solely by Code and the Seller, the application of this Section 2.11 shall be disregardedaccompanying Treasury Regulations.

Federal Income Tax Allocations. If Certificates are held by more than one person, interest payments on the Certificates at the Pass-Through Rate (including interest on amounts previously due on the Certificates but not yet distributed) shall be treated as "guaranteed payments" under Section 707(c) of the Code. Net income of the Trust for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss loss, deduction and deduction credit, if any, entering into the computation thereof) shall be allocated: (a) among to the Certificateholders in equal proportions; and (b) in the event the Noteholders of any Class are deemed to be partners of the partnership created hereby, among such Noteholders as of the close of business on first Record Date following the last day end of such month, month in proportion to their ownership of the principal amount of Trust Certificates Notes of such Class on such date, in an amount of net such income up to the sum of: (i) the portion of the market discount on Interest Amount for such Class for the Receivables accrued during such month that is allocable to the excess, if any, of the Initial Certificate Balance over their initial aggregate issue pricerelated Distribution Date, and (ii) any other amounts of income payable the balance thereof shall be allocated to the Certificateholders for such month; and such sum of amounts specified in clauses (i) and (ii) of this sentence shall be reduced by any amortization by the Trust of premium on Receivables that corresponds to any excess of the issue price of Trust Certificates over their principal amount; and (b) to the Depositor, and other holders of interests in the Spread Account, to the extent of any remaining net income, in accordance with their respective interests thereinclause (a) above. If the net income of the Trust for any succeeding month is insufficient for the allocations to Noteholders described in this clause (ab), subsequent if applicable, net income shall first be allocated to such Noteholders to make up such shortfall before being allocated to Certificateholders as provided in above. In the preceding sentence. Net event the Noteholders of any Class are deemed to be partners of the partnership created hereby, net losses of the Trust, if any, for any month as determined for Federal federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Depositor (or other holders of interests in the Spread Account) Certificateholders to the extent the Depositor (or such holders) Certificateholders are reasonably expected to bear the economic burden of such net losses, and any remaining then net losses shall be allocated among the remaining Certificateholders Noteholders as of the close of business on first Record Date following the last day end of such month in proportion to their ownership of principal amount of Trust Certificates Notes of such Class on such dayRecord Date. Notwithstanding anything in this Agreement to the contrary, the Certificateholders shall be allocated an aggregate of at least 1% of each item of income, profit, gain or loss of the Trust. The Depositor is Certificateholders are authorized to modify the allocations in this paragraph if necessary or appropriate, in its their sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor (Certificateholders or other holders of interests in the Spread Account) Noteholders, or to comply with the Certificateholders, or as otherwise required by provisions of the Code. Notwithstanding anything provided in this Section 2.11, if Code and the Certificates are held solely by the Seller, the application of this Section 2.11 shall be disregardedaccompanying Treasury Regulations.