Allocate means to assign an item of cost, or a group of items of cost, to one or more cost objectives. This term includes both direct assignment of cost and the reassignment of a share from an indirect cost pool.

allocated has the meaning specified in Section 2.5(d);

Reallocation or "Position reallocation" means the process of reassigning an established position, occupied or vacant, from one job family to another.

Withdraw “Withdrawing” or “Withdrawal” means the resignation of a Member from the Company as a Member. Such terms shall not include any Dispositions of Membership Interests (which are governed by Article IV), even though the Member making a Disposition may cease to be a Member as a result of such Disposition.

Allocation Date means, with respect to any Transfer Date, the Business Day which is immediately prior to such Transfer Date.

allocable has the meaning specified in Section 2.5(d);

Invested Percentage means, on any date of determination with ------------------- respect to any Distribution Date: (a) when used with respect to Principal Receivables during the Accumulation Period or the Rapid Amortization Period, the Fixed Allocation Percentage; and (b) when used with respect to Principal Receivables during the Revolving Period and Finance Charge Receivables and Defaulted Receivables at any time, the Floating Allocation Percentage.

Reallocated Class B Principal Collections means, with respect to any Transfer Date, Collections of Principal Receivables applied in accordance with subsection 4.12(a) in an amount not to exceed the product of (a) the Class B Investor Allocation with respect to the Monthly Period relating to such Transfer Date and (b) the Investor Percentage with respect to the Monthly Period relating to such Transfer Date and (c) the amount of Collections of Principal Receivables with respect to the Monthly Period relating to such Transfer Date; provided, however, that such amount shall not exceed the Class B Investor Interest after giving effect to any Class B Investor Charge-Offs for such Transfer Date.

Pro Rata Allocation The allocation of the principal portion of Realized Losses to all Classes of the REMIC I Regular Interests (other than the Class X-L and Class P-L Regular Interests) pro rata according to their respective Class Principal Balances in reduction thereof (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss will first be allocated to the Class P-L Regular Interest, and the remainder of such loss will be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of the REMIC I Regular Interests (other than the Class P-L and Class A-13-L Regular Interests) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to such Classes (other than the Class P-L, Class A-13-L and Class X-L Regular Interests) pro rata according to their respective Class Principal Balances in reduction thereof; provided, however, that (1) until the Class A-21-L Principal Balance has been reduced to zero, the principal portion of Realized Losses that would otherwise be allocated to the Class A-8-L Regular Interest pursuant to this definition shall instead be allocated to the Class A-21-L Regular Interest, in reduction of the Class A-21-L Principal Balance, and the interest portion of Realized Losses that would otherwise be allocated to the Class A-8-L Regular Interest pursuant to this definition shall instead be allocated to the Class A-21-L Regular Interest, in reduction of accrued but unpaid interest thereon, and then in reduction of the Class A-21-L Principal Balance and (2) until the Class A-22-L Principal Balance has been reduced to zero, the principal portion of Realized Losses that would otherwise be allocated to the Class A-6-L Regular Interest pursuant to this definition shall instead be allocated to the Class A-22-L Regular Interest, in reduction of the Class A-22-L Principal Balance, and the interest portion of Realized Losses that would otherwise be allocated to the Class A-6-L Regular Interest pursuant to this definition shall instead be allocated to the Class A-22-L Regular Interest, in reduction of accrued but unpaid interest thereon, and then in reduction of the Class A-22-L Principal Balance. Any losses allocated to an outstanding Class of REMIC I Regular Interests pursuant to this definition of "Pro Rata Allocation" in reduction of the Class Principal Balance thereof shall also be allocated to the Corresponding Class of Certificates in reduction of the Class Principal Balance thereof by the same amount. Prospectus: The Prospectus, dated August 20, 2001, and the Prospectus Supplement, dated August 27, 2001, of the Company.

Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

Sharing Percentage means, as to a Partner, the percentage obtained by dividing the Units of such Partner by an amount equal to the total Units of all Partners. The Partners hereby agree that their Sharing Percentages shall constitute their interests in the Partnership profits for purposes of determining their respective shares of the Partnership’s “excess nonrecourse liabilities” (within the meaning of section 1.752-3(a)(3) of the Regulations).

Allocation shall have the meaning set forth in Section 2.7.

Class Invested Amount means, with respect to any Class for any Distribution Date, an amount equal to the Class Initial Investor Interest minus the sum of (a) the aggregate amount of payments of Certificate Principal paid to such Class of Investor Certificateholders, in each case prior to such Distribution Date, (b) the aggregate amount of Investor Losses of such Class not reimbursed prior to such Distribution Date and (c) the aggregate amount of losses of principal on investments of funds on deposit for the benefit of such Class in the Series Principal Funding Account, if applicable.

Discretionary Contribution means the contribution made by the Employer on behalf of a Participant as described in Section 4.4(b).

Reallocated Principal Collections means, with respect to any Monthly Period, the product of (a) the Principal Allocation Percentage with respect to such Monthly Period, (b) the aggregate amount of Collections in respect of Principal Receivables for such Monthly Period and (c) the sum of the Class B Principal Percentage and the Collateral Principal Percentage with respect to such Monthly Period. Reallocated Principal Collections allocable to the Class B Certificates shall equal, with respect to any Monthly Period, the product of (a) the Principal Allocation Percentage with respect to such Monthly Period of the aggregate amount of Collections in respect of Principal Receivables deposited in the Collection Account for such Monthly Period and (b) the Class B Principal Percentage with respect to such Monthly Period. Reallocated Principal Collections allocable to the Collateral Interest shall equal, with respect to any Monthly Period, the product of (a) the Principal Allocation Percentage with respect to such Monthly Period of the aggregate amount of Collections in respect of Principal Receivables deposited in the Collection Account for such Monthly Period and (b) the Collateral Principal Percentage with respect to such Monthly Period. In no event will the Collections of Principal Receivables allocable to the Collateral Interest on any Distribution Date exceed the Collateral Invested Amount on such Distribution Date and in no event will the Collections of Principal Receivables allocable to the Class B Certificates on any Distribution Date exceed the Class B Invested Amount.

Funding Percentage means with respect to any Payment Date, the percentage derived from the fraction the numerator of which is the Pre-Funded Amount and the denominator of which is the sum of the aggregate Principal Balance of Receivables transferred to the Trust and the Pre-Funded Amount, in each case, as of the last day of the related Collection Period.

Class B Invested Amount means, on any date of determination, an amount equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class B Certificateholders prior to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of Reallocated Principal Collections allocated on all prior Distribution Dates pursuant to subsection 4.08(a) (excluding any Reallocated Principal Collections that have resulted in a reduction in the Collateral Invested Amount pursuant to Section 4.08), minus (e) an amount equal to the amount by which the Class B Invested Amount has been reduced on all prior Distribution Dates pursuant to subsection 4.06(a) and plus (f) the amount of Excess Spread and Excess Finance Charge Collections allocated and available on all prior Distribution Dates pursuant to subsection 4.07(e) for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the Class B Invested Amount may not be reduced below zero.

Group II Allocation Percentage With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the Group II Principal Remittance Amount for such Distribution Date, and the denominator of which is (ii) the Principal Remittance Amount for such Distribution Date.

Allocable Percentage means, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%.

Class C Invested Amount means, as of a date, an amount (not less than zero) equal to (a) the initial Note Balance of the Class C Notes, minus (b) the aggregate amount of any principal payments made to the Noteholders of the Class C Notes before that date, minus (c) the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class C Invested Amount under Section 4.3 of the Indenture Supplement before that date, minus (d) the cumulative amount of unreimbursed Reallocated Principal Collections applied to reduce the Class C Invested Amount under Section 4.4 of the Indenture Supplement before that date.

Class B Percentage Any one of the Class B-1 Percentage, Class B-2 Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or Class B-6 Percentage.

Proportionate Percentage has the meaning set forth in Section 4.2(a) of this Agreement.

Allocation Percentage means, with respect to any Monthly Period, the percentage equivalent of a fraction:

Aggregate Account means, with respect to each Participant, the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the provisions of Section 9.2.

Group I Allocation Percentage With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the Group I Principal Remittance Amount for such Distribution Date, and the denominator of which is (ii) the Principal Remittance Amount for such Distribution Date.

Aggregate Planned Balance With respect to any group of Planned Principal Classes or Components and any Distribution Date, the amount set forth for such group for such Distribution Date in Schedule V hereto.