Common use of Role of Calculation Agent Clause in Contracts

Role of Calculation Agent. (a) As of each Purchase Date, the Calculation Agent shall (i) calculate the Unsold PSL Percentage, the Sold PSL Percentage, the Authority Distribution Percentage and the Trust Distribution Percentage and (ii) confirm the requested amount of requested Processing Costs and Chargebacks, in accordance with the Calculation Agency Agreement, all as evidenced by a written instruction from the Calculation Agent in the form of Exhibit B, confirmed by the Authority and the Trust. (b) The Calculation Agent shall monitor the Authority Distribution Percentage and on any date in which such Authority Distribution Percentage changes, including on any Purchase Date, shall complete and deliver a Calculation Agent Certificate in the form of Exhibit C in accordance with Section 3.4(a) of this Agreement. Except as set out in clauses (i) and (ii) below, as of any date, the Authority Distribution Percentage shall be the Unsold PSL Percentage. Nowithstanding anything to the contrary contained herein, the Authority Distribution Percentage shall not apply to, and the Authority shall have no rights to, the Initial PSL Revenues on and after Initial Purchase Date. (i) On any date on which the cumulative amount of PSL Revenues actually collected and transferred to the Trust PSL-Sourced Proceeds Account through such date (including, on a Purchase Date, the amount transferred thereon in accordance with Section 3.1(b)) divided by the aggregate amount of PSL Revenues actually collected into the Clearing Account is less than the Sold PSL Percentage, the Authority Distribution Percentage shall be zero percent (0%) until the amount of such shortfall has been transferred to the Trust. (ii) In the event of any Insufficiency Event after the Release Date, Chargebacks and, to the extent that such Insufficiency Event occurs prior to the PSL Cost and Expense Reserve Trigger Date and such Insufficiency Event is caused in whole or in part by Processing Costs, Processing Costs, in each case shall be funded with amounts on deposit in the Authority PSL-Sourced Proceeds Account and, therefore, the Authority Distribution Percentage shall be adjusted as follows: (A) if immediately prior thereto the Authority Distribution Percentage was zero percent (0%), the Authority Distribution Percentage shall continue to be zero percent (0%) until the amount of any distribution shortfall to the Trust has been satisfied (recalculated by the Calculation Agent taking into account the Sold PSL Percentage of any Chargebacks) and thereafter shall be one hundred percent (100%) until the amount withdrawn from Authority PSL-Sourced Proceeds Account has been replaced (adjusted by the Unsold PSL Percentage of any Chargebacks) and thereafter shall be the Unsold PSL Percentage, or (B) otherwise the Authority Distribution Percentage shall be one hundred percent (100%) until the amount withdrawn from Authority PSL-Sourced Proceeds Account has been replaced (adjusted by the Unsold PSL Percentage of any Chargebacks) and thereafter shall be the Unsold PSL Percentage. (c) Upon obtaining knowledge of a Misapplied Payment, the Calculation Agent shall (i) based on its receipt and review of (A) a bank statement from the Depositary Bank with respect to the Clearing Account (including information showing the original deposit of such Misapplied Payment to the Clearing Account) and (B) invoices, reports, statements, and correspondence regarding such Misapplied Payment, calculate the amount required to be disbursed from the Clearing Account in respect of such Misapplied Payment and (ii) prepare and deliver a Misapplied Payment Disbursement Letter to the Authority in the form Exhibit D, the Trust and the Collateral Agent for their review and acknowledgment. (d) The Calculation Agency Agreement may only be amended or supplemented with the written consent of the Collateral Agent.

Role of Calculation Agent. (a) As of each Purchase Date, the Calculation Agent shall (i) calculate the Unsold PSL Percentage, the Sold PSL Percentage, the Authority Distribution Percentage and the Trust Distribution Percentage and (ii) confirm the requested amount of requested Processing Costs and Chargebacks, in accordance with the Calculation Agency Agreement, all as evidenced by a written instruction from the Calculation Agent in the form of Exhibit B, confirmed by the Authority and the Trust. (b) The Calculation Agent shall monitor the Authority Distribution Percentage and on any date in which such Authority Distribution Percentage changes, including on any Purchase Date, shall complete and deliver a Calculation Agent Certificate in the form of Exhibit C in accordance with Section 3.4(a) of this Agreement. Except as set out in clauses (i) and (ii) below, as of any date, the Authority Distribution Percentage shall be the Unsold PSL Percentage. Nowithstanding anything to the contrary contained herein, the Authority Distribution Percentage shall not apply to, and the Authority shall have no rights to, the Initial PSL Revenues on and after Initial Purchase Date. (i) On any date on which the cumulative amount of PSL Revenues actually collected and transferred to the Trust PSL-Sourced Proceeds Account through such date (including, on a Purchase Date, the amount transferred thereon in accordance with Section 3.1(b)) divided by the aggregate amount of PSL Revenues actually collected into the Clearing Account is less than the Sold PSL Percentage, the Authority Distribution Percentage shall be zero percent (0%) until the amount of such shortfall has been transferred to the Trust. (ii) In the event of any Insufficiency Event after the Release Date, Chargebacks and, to the extent that such Insufficiency Event occurs prior to the PSL Cost and Expense Reserve Trigger Date and such Insufficiency Event is caused in whole or in part by Processing Costs, Processing Costs, in each case shall be funded with amounts on deposit in the Authority PSL-Sourced Proceeds Account and, therefore, the Authority Distribution Percentage shall be adjusted as follows: (A) if immediately prior thereto the Authority Distribution Percentage was zero percent (0%), the Authority Distribution Percentage shall continue to be zero percent (0%) until the amount of any distribution shortfall to the Trust has been satisfied (recalculated by the Calculation Agent taking into account the Sold PSL Percentage of any Chargebacks) and thereafter shall be one hundred percent (100%) until the amount withdrawn from Authority PSL-Sourced Proceeds Account has been replaced (adjusted by the Unsold PSL Percentage of any Chargebacks) and thereafter shall be the Unsold PSL Percentage, or (B) otherwise the Authority Distribution Percentage shall be one hundred percent (100%) until the amount withdrawn from Authority PSL-Sourced Proceeds Account has been replaced (adjusted by the Unsold PSL Percentage of any Chargebacks) and thereafter shall be the Unsold PSL Percentage. (c) Upon obtaining knowledge of a Misapplied Payment, the Calculation Agent shall (i) based on its receipt and review of (A) a bank statement from the Depositary Clearing Account Bank with respect to the Clearing Account (including information showing the original deposit of such Misapplied Payment to the Clearing Account) and (B) invoices, reports, statements, and correspondence regarding such Misapplied Payment, calculate the amount required to be disbursed from the Clearing Account in respect of such Misapplied Payment and (ii) prepare and deliver a Misapplied Payment Disbursement Letter to the Authority in the form Exhibit D, the Trust and the Collateral Agent for their review and acknowledgment. (d) The Calculation Agency Agreement may only be amended or supplemented with the written consent of the Collateral Agent.

Role of Calculation Agent. (a) As of each Purchase Date, the Calculation Agent shall (i) calculate the Unsold PSL Percentage, the Sold PSL Percentage, the Authority Distribution Percentage and the Trust Distribution Percentage and (ii) confirm the requested amount of requested Processing Costs and Chargebacks, in accordance with the Calculation Agency Agreement, all as evidenced by a written instruction from the Calculation Agent in the form of Exhibit B, confirmed by the Authority and the Trust. (b) The Calculation Agent shall monitor the Authority Distribution Percentage and on any date in which such Authority Distribution Percentage changes, including on any Purchase Date, shall complete and deliver a Calculation Agent Certificate in the form of Exhibit C in accordance with Section 3.4(a) of this Agreement. Except as set out in clauses (i) and (ii) below, as of any date, the Authority Distribution Percentage shall be the Unsold PSL Percentage. Nowithstanding anything to the contrary contained herein, the Authority Distribution Percentage shall not apply to, and the Authority shall have no rights to, the Initial PSL Revenues on and after Initial Purchase Date. (i) On any date on which the cumulative amount of PSL Revenues actually collected and transferred to the Trust PSL-Sourced Proceeds Account through such date (including, on a Purchase Date, the amount transferred thereon in accordance with Section 3.1(b)) divided by the aggregate amount of PSL Revenues actually collected into the Clearing Account is less than the Sold PSL Percentage, the Authority Distribution Percentage shall be zero percent (0%) until the amount of such shortfall has been transferred to the Trust. (ii) In the event of any Insufficiency Event after the Release Date, Chargebacks and, to the extent that such Insufficiency Event occurs prior to the PSL Cost and Expense Reserve Trigger Date and such Insufficiency Event is caused in whole or in part by Processing Costs, Processing Costs, in each case shall be funded with amounts on deposit in the Authority PSL-Sourced Proceeds Account and, therefore, the Authority Distribution Percentage shall be adjusted as follows: (A) if immediately prior thereto the Authority Distribution Percentage was zero percent (0%), the Authority Distribution Percentage shall continue to be zero percent (0%) until the amount of any distribution shortfall to the Trust has been satisfied (recalculated by the Calculation Agent taking into account the Sold PSL Percentage of any Chargebacks) and thereafter shall be one hundred percent (100%) until the amount withdrawn from Authority PSL-Sourced Proceeds Account has been replaced (adjusted by the Unsold PSL Percentage of any Chargebacks) and thereafter shall be the Unsold PSL Percentage, or (B) otherwise the Authority Distribution Percentage shall be one hundred percent (100%) until the amount withdrawn from Authority PSL-Sourced Proceeds Account has been replaced (adjusted by the Unsold PSL Percentage of any Chargebacks) and thereafter shall be the Unsold PSL Percentage. (c) Upon obtaining knowledge of a Misapplied Payment, the Calculation Agent shall (i) based on its receipt and review of (A) a bank statement from the Depositary Clearing Account Bank with respect to the Clearing Account (including information showing the original deposit of such Misapplied Payment to the Clearing Account) and (B) invoices, reports, statements, statements and correspondence regarding such Misapplied Payment, calculate the amount required to be disbursed from the Clearing Account in respect of such Misapplied Payment and (ii) prepare and deliver a Misapplied Payment Disbursement Letter to the Authority in the form Exhibit D, the Trust and the Collateral Agent for their review and acknowledgment. (d) The Calculation Agency Agreement may only be amended or supplemented with the written consent of the Collateral Agent.

Role of Calculation Agent. (a) As of each Purchase Date, the Calculation Agent shall (i) calculate the Unsold PSL Percentage, the Sold PSL Percentage, the Authority Distribution Percentage and the Trust Distribution Percentage and (ii) confirm the requested amount of requested Processing Costs and Chargebacks, in accordance with the Calculation Agency Agreement, all as evidenced by a written instruction from the Calculation Agent in the form of Exhibit B, confirmed by the Authority and the Trust. (b) The Calculation Agent shall monitor the Authority Distribution Percentage and on any date in which such Authority Distribution Percentage changes, including on any Purchase Date, shall complete and deliver a Calculation Agent Certificate in the form of Exhibit C in accordance with Section 3.4(a) of this Agreement. Except as set out in clauses (i) and (ii) below, as of any date, the Authority Distribution Percentage shall be the Unsold PSL Percentage. Nowithstanding anything to the contrary contained herein, the Authority Distribution Percentage shall not apply to, and the Authority shall have no rights to, the Initial PSL Revenues on and after Initial Purchase Date. (i) On any date on which the cumulative amount of PSL Revenues actually collected and transferred to the Trust PSL-Sourced Proceeds Account through such date (including, on a Purchase Date, the amount transferred thereon in accordance with Section 3.1(b)) divided by the aggregate amount of PSL Revenues actually collected into the Clearing Account is less than the Sold PSL Percentage, the Authority Distribution Percentage shall be zero percent (0%) until the amount of such shortfall has been transferred to the Trust. (ii) In the event of any Insufficiency Event after the Release Date, Chargebacks and, to the extent that such Insufficiency Event occurs prior to the PSL Cost and Expense Reserve Trigger Date and such Insufficiency Event is caused in whole or in part by Processing Costs, Processing Costs, in each case shall be funded with amounts on deposit in the Authority PSL-Sourced Proceeds Account and, therefore, the Authority Distribution Percentage shall be adjusted as follows: (A) if immediately prior thereto the Authority Distribution Percentage was zero percent (0%), the Authority Distribution Percentage shall continue to be zero percent (0%) until the amount of any distribution shortfall to the Trust has been satisfied (recalculated by the Calculation Agent taking into account the Sold PSL Percentage of any Chargebacks) and thereafter shall be one hundred percent (100%) until the amount withdrawn from Authority PSL-Sourced Proceeds Account has been replaced (adjusted by the Unsold PSL Percentage of any Chargebacks) and thereafter shall be the Unsold PSL Percentage, or (B) otherwise the Authority Distribution Percentage shall be one hundred percent (100%) until the amount withdrawn from Authority PSL-Sourced Proceeds Account has been replaced (adjusted by the Unsold PSL Percentage of any Chargebacks) and thereafter shall be the Unsold PSL Percentage. (c) Upon obtaining knowledge of a Misapplied Payment, the Calculation Agent shall (i) based on its receipt and review of (A) a bank statement from the Depositary [Clearing Account]Depositary Bank with respect to the Clearing Account (including information showing the original deposit of such Misapplied Payment to the Clearing Account) and (B) invoices, reports, statements, and correspondence regarding such Misapplied Payment, calculate the amount required to be disbursed from the Clearing Account in respect of such Misapplied Payment and (ii) prepare and deliver a Misapplied Payment Disbursement Letter to the Authority in the form Exhibit D, the Trust and the Collateral Agent for their review and acknowledgment. (d) The Calculation Agency Agreement may only be amended or supplemented with the written consent of the Collateral Agent.