Common use of RIGHTS OF HOLDERS AND ALLOCATION Clause in Contracts

RIGHTS OF HOLDERS AND ALLOCATION. AND APPLICATION OF COLLECTIONS ------------------------------ THE FOLLOWING PORTION OF THIS ARTICLE III IS APPLICABLE TO ALL SERIES. SECTION 3.01. Establishment of the Company Concentration Accounts, ---------------------------------------------------- Series Concentration Accounts, Stamp Duty Reserve Accounts and General Reserve ------------------------------------------------------------------------------ Accounts; Certain Payments and Allocations. ------------------------------------------ (a) Trustee's Duties in Respect of the Company Concentration -------------------------------------------------------- Accounts, Series Concentration Accounts, Stamp Duty Reserve Accounts and General -------------------------------------------------------------------------------- Reserve Accounts. ---------------- (i) The Trustee, for the benefit of the Company, as sole beneficial owner shall cause to be established and maintained in the name of the Trustee, with an Eligible Institution or with the corporate trust department of the Trustee or an Eligible Institution, a segregated account for each Approved Currency and, at the instruction of the Master Servicer, an additional segregated account for each currency designated as an Approved Currency after the date hereof (each a "Company Concentration --------------------- Account" and, collectively, the "Company Concentration ------- --------------------- Accounts"), bearing a designation clearly indicating that the -------- funds deposited therein are held for the benefit of the Company. Collections on deposit in the applicable Collection Account and Master Collection Account established pursuant to Section 2.09 of ------------ the Contribution Agreement, shall be transferred to the applicable currency Company Concentration Account on the next Business Day following the day on which such Collections are received. (ii) The Trustee shall also cause to be established and maintained in the name of the Trustee, as Trustee of the Trust and for the benefit of the Investor Certificateholders, with such institution for each Approved Currency, individual accounts for each Outstanding Series (each, for each Series a "Series ------ Concentration Account" and, collectively, the "Series --------------------- Concentration Accounts"). Each Series Concentration Account shall ---------------------- be solely and beneficially owned by the relevant Series for the benefit of the Investor Certificateholders of such Series and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the relevant Series. (iii) The Trustee shall further establish or cause to be established for each Series, so long as such Series is an Outstanding Series, subaccounts of the Series Concentration Accounts with respect to each Series (respectively, the "Series ------ Principal Concentration Subaccount", "Series Non-Principal ---------------------------------- -------------------- Concentration Subaccount" and "Series Accrued Interest ------------------------ ----------------------- Subaccount" and collectively, the "Series Concentration ---------- -------------------- Subaccounts". Schedule 1 hereto identifies each Collection ----------- ---------- Account, each Master Collection Account, each Company Concentration Account, each Series Concentration Account and subaccounts thereof and each Company Receipts Account by setting forth the account number of each such account and subaccount, the currency of the Collections or other amounts to be deposited into such account, the location of such account, the account designation of each such account and the name of the institution with which each such account has been established. (iv) On or before the Effective Date, the Trustee shall establish and maintain for the benefit of the Company, as sole beneficial owner, three segregated accounts (one for each Approved Currency) (each a "Stamp Duty Reserve Account" and -------------------------- collectively, the "Stamp Duty Reserve Accounts") bearing a --------------------------- designation that the funds deposited therein are held for the benefit of the Company, which account shall be under the sole dominion and control of the Trustee and in which the Trustee shall have a first priority projected security interest. If an amount is required to be credited to the Stamp Duty Reserve Accounts to satisfy any of the provisions of Sections 2.07(q), ---------------- (r), (s) or (t), the Company shall remit or cause to be remitted --------------- such amount as is necessary to ensure that the combined balance of the Stamp Duty Reserve Accounts is equal to the amount required to satisfy any such provisions. (v) On or before the Effective Date, the Trustee shall establish and maintain for the benefit of the Investor Certificateholders three segregated accounts (one for each Approved Currency) (each a "General Reserve Account" and collectively, the "General Reserve Accounts") bearing a ------------------------ designation that the funds deposited therein are held for the benefit of the Investor Certificateholders. There shall be separate subaccounts of the General Reserve Accounts for each outstanding Series to the extent funds are required to be deposited therein with respect to such Series pursuant to be related Supplement. Funds shall be deposited to and withdrawn from the applicable subaccount of the General Reserve Accounts as and to the extent provided in each Supplement.