CLASS) AND ITS AFFILIATES AND ANY OTHER CLASS AGENT WHO BECOMES A PARTY
TO THIS AGREEMENT (AND ANY SUCCESSOR ACTING AS A CLASS AGENT FOR ANY SUCH CLASS)
AND ITS AFFILIATES MAY MAKE LOANS TO, ISSUE LETTERS OF CREDIT FOR THE ACCOUNT
OF, ACCEPT DEPOSITS FROM, ACQUIRE EQUITY INTERESTS IN AND GENERALLY ENGAGE IN
ANY KIND OF BANKING, TRUST, FINANCIAL ADVISORY, UNDERWRITING OR OTHER BUSINESS
WITH ANY OF THE SPV, THE ORIGINATORS AND THE SERVICER OR ANY OF THEIR
SUBSIDIARIES OR AFFILIATES AS THOUGH BANK OF AMERICA WAS NOT A CLASS AGENT OR AN
ALTERNATE INVESTOR HEREUNDER AND WITHOUT NOTICE TO OR CONSENT OF THE INVESTORS."
(Q)
SCHEDULE 11.3 ATTACHED HERETO HEREBY REPLACES THE EXISTING
SCHEDULE 11.3 TO THE TRANSFER AGREEMENT.
SECTION 2.
RELEASE AND FURTHER ASSURANCES.
(A)
UPON THE RECEIPT BY PNC BANK AS CLASS AGENT FOR THE MARKET STREET
CLASS OF ALL FACILITY FEES ACCRUED THROUGH NOVEMBER 20, 2009 IN THE AMOUNT OF
$42,500 (THE "PAYOFF AMOUNT") BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS,
ALL REFERENCES TO MARKET STREET AND PNC BANK IN THE TRANSFER AGREEMENT SHALL BE
DEEMED STRICKEN AND OF NO FURTHER FORCE OR EFFECT, MARKET STREET SHALL CEASE TO
BE A CONDUIT INVESTOR UNDER THE TRANSFER AGREEMENT, PNC BANK SHALL CEASE TO BE
AN ALTERNATE INVESTOR UNDER THE TRANSFER AGREEMENT AND MARKET STREET AND PNC
BANK SHALL BE RELEASED FROM AND SHALL HAVE NO FURTHER RIGHTS, DUTIES,
OBLIGATIONS OR LIABILITIES UNDER THE TRANSFER AGREEMENT, OTHER THAN RIGHTS,
DUTIES, OBLIGATIONS OR LIABILITIES ACCRUING PRIOR TO THE EFFECTIVE DATE;
PROVIDED, FURTHER, THAT THE INDEMNIFICATION AND PAYMENT PROVISIONS OF ARTICLE IX
AND X OF THE TRANSFER AGREEMENT SHALL BE CONTINUING AND SHALL SURVIVE AFTER THE
EFFECTIVE DATE.
(B)
EACH OF MARKET STREET AND PNC BANK HEREBY ACKNOWLEDGES AND AGREES
THAT ANY AND ALL AMOUNTS PAYABLE TO MARKET STREET AND PNC BANK HAVE BEEN PAID IN
FULL AS OF THE
4
EFFECTIVE DATE AND THAT THE FEE LETTER DATED AS OF MARCH 3, 2008, AMONG PNC
BANK, MARKET STREET, THE SELLER AND THE SERVICER SHALL BE TERMINATED AND HAVE NO
FURTHER FORCE OR EFFECT.
SECTION 3.
AUTHORIZATION TO FILE FINANCING STATEMENTS.
MARKET STREET AND PNC
BANK EACH HEREBY AUTHORIZES THE AGENT TO FILE FINANCING STATEMENT AMENDMENTS AND
TERMINATION STATEMENTS IN ALL JURISDICTIONS AS MAY BE NECESSARY OR, IN THE
OPINION OF THE AGENT, DESIRABLE, UNDER THE UNIFORM COMMERCIAL CODE OF ALL
APPROPRIATE JURISDICTIONS OR ANY COMPARABLE LAW IN ORDER TO EFFECT THE
PROVISIONS OF SECTION 2 HEREOF.
SECTION 4.
EFFECTIVE DATE.
THIS AMENDMENT SHALL BECOME EFFECTIVE AS OF THE
DATE (THE "EFFECTIVE DATE") THAT (A) THE AGENT SHALL HAVE RECEIVED COUNTERPARTS
HEREOF DULY EXECUTED BY EACH OF THE PARTIES HERETO, (B) THE AGENT SHALL HAVE
RECEIVED COUNTERPARTS OF THE AMENDED AND RESTATED FEE LETTER AGREEMENT FOR THE
ENTERPRISE FUNDING CLASS, DATED AS OF DATE HEREOF, DULY EXECUTED BY EACH OF THE
PARTIES THERETO, (C) THE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THE AMENDMENT
1 TO THE LIQUIDITY ASSET PURCHASE AGREEMENT FOR THE ENTERPRISE FUNDING CLASS,
DATED AS OF