ON DEPOSIT
THEREIN, AND REMIT THE PROCEEDS OF SUCH WITHDRAWAL TO THE COLLATERAL AGENT AND
THE COLLATERAL AGENT SHALL APPLY SUCH AMOUNT TO THE PAYMENT OF THE ITEMS
DESCRIBED IN CLAUSES (I), (II), (III) AND (VIII) OF SECTION 5.1(A), ON THE
RELATED REMITTANCE DATE AND IN THAT ORDER OF PRIORITY.
THE ADMINISTRATIVE AGENT
SHALL BE ENTITLED TO DIRECT THE COLLATERAL AGENT TO MAKE A DEMAND FOR PAYMENT
UPON THE DEBTOR FOR SHORTFALLS REASONABLY EXPECTED TO OCCUR IN THE AMOUNT
AVAILABLE TO BE WITHDRAWN FROM RESERVE ACCOUNT ON ANY REMITTANCE DATE PURSUANT
TO THIS SECTION 5.1(B),
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PROVIDED, THAT ANY SUCH DEMANDS SHALL BE (I) BASED ON THE INFORMATION CONTAINED
IN THE RELATED MONTHLY DEBTOR'S CERTIFICATE AND (II) SHALL BE MADE NOT MORE THAN
FOUR BUSINESS DAYS PRIOR TO THE SCHEDULED MATURITY DATE OF THE COMMERCIAL PAPER
TO WHICH SUCH EXPECTED SHORTFALL RELATES.
THE DEBTOR SHALL DEPOSIT TO THE
CREDIT OF THE RESERVE ACCOUNT, ON THE BUSINESS DAY FOLLOWING ANY SUCH DEMAND,
THE AMOUNT OF SUCH REQUESTED PAYMENT.
(C)
IF ON ANY REMITTANCE DATE AVAILABLE COLLECTIONS AND AMOUNTS
AVAILABLE TO BE WITHDRAWN FROM THE RESERVE ACCOUNT ARE INSUFFICIENT TO PAY THE
SUM OF THE AMOUNTS TO BE DISTRIBUTED PURSUANT TO CLAUSES (I), (II), (III) AND
(VIII) OF SECTION 5.1(A), THE ADMINISTRATIVE AGENT SHALL REVIEW THE TERMS OF THE
SURETY BOND, AND IF A DEMAND FOR PAYMENT MAY BE MADE THEREUNDER FOR ANY SUCH
SHORTFALL, THE ADMINISTRATIVE AGENT SHALL MAKE A DEMAND THEREUNDER IN ACCORDANCE
WITH THE TERMS OF THE SURETY BOND.
SECTION 5.2
REMITTANCES TO THE SECURED PARTIES.
On each Remittance Date, the Collateral Agent shall remit Available Collections
to each Secured Party in accordance with the provisions of Section 5.1.
The
foregoing notwithstanding, the final remittance in respect of the Note shall be
made in the applicable manner specified above only upon presentation and
surrender of the Note at the office of the Debtor specified by it in the notice
of such final remittance or repurchase.
ARTICLE V-A
THE RESERVE ACCOUNT AND THE RESERVE ACCOUNT AGENT
SECTION 5A.1
ESTABLISHMENT OF THE RESERVE ACCOUNT.
(a)
Appointment of Reserve Account Agent.
The Collateral Agent on
behalf of the Secured Parties hereby appoints Wachovia Capital Markets, LLC, to
act as Reserve Account Agent on behalf of the Collateral Agent on behalf of the
Secured Parties hereunder, and Wachovia Capital Markets, LLC, hereby accepts
such appointment.
(B)
ESTABLISHMENT OF RESERVE ACCOUNT.
ON OR BEFORE THE CLOSING DATE,
THE DEBTOR SHALL ESTABLISH A SEGREGATED ACCOUNT, WHICH SHALL BE ENTITLED
"RESERVE ACCOUNT OF WACHOVIA CAPITAL MARKETS, LLC, AS RESERVE ACCOUNT AGENT FOR
THE BENEFIT OF WELLS FARGO BANK, NATIONAL ASSOCIATION AS COLLATERAL AGENT FOR
ENTERPRISE FUNDING CORPORATION AND MBIA INSURANCE CORPORATION" (THE "RESERVE
ACCOUNT").
SUBJECT TO THE TERMS HEREOF, THE RESERVE ACCOUNT AGENT FOR THE
BENEFIT OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES SHALL
POSSESS ALL RIGHT, TITLE AND INTEREST IN AND TO ALL FUNDS DEPOSITED FROM TIME TO
TIME IN THE RESERVE ACCOUNT.
NOTWITHSTANDING THE FOREGOING, THE RESERVE ACCOUNT
AGENT