Common use of Funding Working Capital Reserve Clause in Contracts

Funding Working Capital Reserve. On the Closing Date, the Initial Member and the Private Owner will fund the Working Capital Reserve in an initial principal amount of the WCR Account Deposit as follows: the Initial Member will deposit cash in the amount of the Initial Member WCR Account Deposit, and the Private Owner will deposit cash in the amount of the Private Owner WCR Account Deposit, which deposits will be made in accordance with the applicable provisions of the Private Owner Interest Sale Agreement. On each Distribution Date following the Closing Date, the Company will, subject to the terms hereof and of the Custodial and Paying Agency Agreement, fund (or replenish, as applicable) the Working Capital Reserve to the extent of available Asset Proceeds (pursuant to the Priority of Payments and based on the then applicable Working Capital Reserve Target) so as to maintain appropriate Working Capital Reserve levels in accordance herewith. The Manager, in the exercise of its reasonable discretion and in accordance with the Servicing Standard and requirements in the Transaction Documents (including as to any then applicable Working Capital Reserve Floor), will determine the Working Capital Reserve Target from time to time (taking into account projected Working Capital Expenses, including reasonably required reserves for applicable contingent liabilities as to which applicable reserves should be maintained). From time to time, the Manager may, and must if required in accordance with the Servicing Standard (including for purposes of maintaining applicable reserves in compliance with Delaware law), submit to the Initial Member a written request for a change (either as a temporary or permanent increase or reduction) to the amount of the Working Capital Reserve Floor so as to permit the Company to maintain appropriate levels for the Working Capital Reserve, taking into account the projected (or otherwise reasonably anticipated) Working Capital Expenses (including contingent liabilities as to which, in accordance with the Servicing Standard (including Delaware law), applicable reserves should be maintained). In connection with any such requested change to the Working Capital Reserve Floor, the Initial Member will have the right to receive (and the Manager must promptly comply with any reasonable request for) any additional relevant information as it may deem necessary or advisable for evaluating such request and related Working Capital Reserve levels (and compliance thereof with the requirements herein). Any such requested change to the Working Capital Reserve Floor shall be effective upon, and subject to, receipt by the Manager of an applicable express approval in writing from the Initial Member. The Working Capital Reserve Target shall be specified in each Monthly Report. In the case of each Monthly Report for all Due Periods ending prior to or during the calendar month in which the final Servicing Transfer Date occurs, the Manager shall inform the Initial Member, not later than the third Business Day prior to the Distribution Date in respect of such Due Period, of the Working Capital Reserve Target that should be specified in such Monthly Report.

Funding Working Capital Reserve. On the Closing Date, the Initial Member and the Private Owner will shall fund the Working Capital Reserve in an initial principal amount of the WCR Account Deposit as follows: the Initial Member will shall deposit cash in the amount of the Initial Member WCR Account Deposit, and the Private Owner will shall deposit cash in the amount of the Private Owner WCR Account Deposit, which deposits will shall be made in accordance with the applicable provisions of the Private Owner Interest Sale Agreement. On each Distribution Date following the Closing Date, the Company willshall, subject to the terms hereof and of the Custodial and Paying Agency Agreement, fund (or replenish, as applicable) the Working Capital Reserve to the extent of available Asset Proceeds (pursuant to the Priority of Payments and based on the then applicable Working Capital Reserve Target) so as to maintain appropriate Working Capital Reserve levels in accordance herewith. The Manager, in the exercise of its reasonable discretion and in accordance with the Servicing Standard and requirements in the Transaction Documents (including as to any then applicable Working Capital Reserve Floor)Standard, will shall determine the Working Capital Reserve Target from time to time (taking into account projected Working Capital Expenses, including reasonably required reserves for applicable contingent liabilities as liabilities), which shall be in such an amount that is equal to which applicable reserves should or greater than the Working Capital Reserve Floor but not more than the Working Capital Reserve Replenishment Cap (it being understood that, in connection with expressly permitted uses of the Working Capital Reserve, the amount thereof may be maintainedreduced to an amount below the Working Capital Reserve Floor). From time to time, the Manager may, and must shall if required in accordance with the Servicing Standard (including for purposes of maintaining applicable reserves in compliance with Delaware law), submit to the Initial Member a written request for a change (either as a temporary or permanent increase or reduction) to the amount of any of the Working Capital Reserve Floor or the Working Capital Reserve Replenishment Cap so as to permit the Company to maintain appropriate levels for the Working Capital Reserve, taking into account the projected (or otherwise reasonably anticipated) Working Capital Expenses (including contingent liabilities as to which, in accordance with the Servicing Standard (including Delaware law), applicable reserves should be maintained). In connection with any such requested change to the Working Capital Reserve FloorFloor or the Working Capital Reserve Replenishment Cap, the Initial Member will shall have the right to receive (and the Manager must shall promptly comply with any reasonable request for) any additional relevant information as it may deem necessary or advisable for evaluating such request and related Working Capital Reserve levels (and compliance thereof with the requirements herein). Any such requested change to any of the Working Capital Reserve Floor or the Working Capital Reserve Replenishment Cap shall be effective upon, and subject to, receipt by the Manager of an applicable express approval in writing from the Initial Member. The Working Capital Reserve Target shall be specified in each Monthly Report. In the case of each Monthly Report for all Due Periods ending prior to or during the calendar month in which the final Servicing Transfer Date occurs, the Manager shall inform the Initial Member, not later than the third Business Day prior to the Distribution Date in respect of such Due Period, of the Working Capital Reserve Target that should be specified in such Monthly Report.