Common use of Working Capital Reserve Account Clause in Contracts

Working Capital Reserve Account. On the date hereof, the Company shall establish the Working Capital Reserve (the “Working Capital Reserve”) with the Paying Agent for the purpose of (a) paying the Working Capital Expenses to the extent there are insufficient funds in the Collection Account with which to pay the outstanding amount of the Working Capital Expenses then due and payable, in which case the Company, shall instruct the Paying Agent to release some or all of the funds from the Working Capital Reserve Account (in an amount that the Manager determines in the exercise of its reasonable discretion) and allocate and distribute such released funds to the Collection Account from which the funds will be available to pay such Working Capital Expenses, and (b) funding all Funding Draws as permitted pursuant to the applicable Loan Documents, in which case the Company, in the exercise of its reasonable discretion, may instruct the Paying Agent to release some or all of the funds from the Working Capital Reserve Account and allocate and distribute such released funds to the Company for the funding of such Funding Draws. The Working Capital Reserve Account shall be held in trust by the Paying Agent for the benefit of the Company and shall be established and maintained for the sole purpose of holding and distributing the Working Capital Reserve funds. The Working Capital Reserve Account shall be funded initially in accordance with Section 12.11 of the LLC Operating Agreement and thereafter replenished through deposits made into the Working Capital Reserve Account in accordance with Section 5.1(b)(iv) of this Agreement. At all times prior to the Purchase Money Notes Defeasance Date, the Manager, in the exercise of its reasonable discretion, shall determine the amount of funds to be on deposit in the Working Capital Reserve Account, which amount shall be equal to or greater than the Working Capital Reserve Floor but less than the Working Capital Reserve Replenishment Cap; provided, however, that the Manager, in the exercise of its reasonable discretion, may determine to release funds from the Working Capital Reserve Account and reduce the Working Capital Reserve to an amount below the Working Capital Reserve Floor if such funds are required to pay Working Capital Expenses then due and payable so long as the balance of the Working Capital Reserve Account is restored to the Working Capital Reserve Floor as soon thereafter as is practicable. At the time of the Final Distribution, the Paying Agent shall allocate and distribute all remaining funds held in the Working Capital Reserve Account to the Collection Account from which account the funds will be transferred to the Distribution Account and made available for distribution in accordance with the Priority of Payments pursuant to Section 5.1 of this Agreement and the LLC Operating Agreement. In addition, if the Manager determines in the exercise of its reasonable discretion that the funds held in the Working Capital Reserve Account in excess of the Working Capital Reserve Floor no longer are necessary to satisfy the purposes for which the Working Capital Reserve has been established, the Manager may instruct the Paying Agent to release such excess funds from the Working Capital Reserve Account, and thereafter the Paying Agent shall allocate and distribute such excess funds to the Collection Account from which account the funds will be transferred to the Distribution Account and made available for distribution in accordance with the Priority of Payments pursuant to Section 5.1 of this Agreement and the LLC Operating Agreement. The Paying Agent shall invest the amounts on deposit in the Working Capital Reserve Account in Permitted Investments in accordance with investment directions from the Company but with a maturity that allows for their transfer in accordance with this Section 3.6. No funds from any other source (other than interest or earnings on the funds held in the Working Capital Reserve Account and funding from the Initial Member as described in this Section) shall be commingled in the Working Capital Reserve Account. The Paying Agent shall be authorized and directed to withdraw funds from the Working Capital Reserve Account only to make disbursements in accordance with this Agreement and not for any other purpose. The Working Capital Reserve Account (and all funds therein) shall be subject to the security interest granted to the Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the Account Control Agreement.

Working Capital Reserve Account. On the date hereof, the Company The Issuer shall establish the Working Capital Reserve cause to be established and shall maintain an account (the “Working Capital ReserveReserve Account”) with the Paying Agent for the purpose of (a) paying the Working Capital Expenses to the extent there are insufficient funds in the Collection Account with which to pay the outstanding amount benefit of the Working Capital Expenses then due and payable, in which case the Company, shall instruct the Paying Agent to release some or all of the funds from the Working Capital Reserve Account (in an amount that the Manager determines in the exercise of its reasonable discretion) and allocate and distribute such released funds to the Collection Account from which the funds will be available to pay such Working Capital Expenses, and (b) funding all Funding Draws as permitted pursuant to the applicable Loan Documents, in which case the Company, in the exercise of its reasonable discretion, may instruct the Paying Agent to release some or all of the funds from the Working Capital Reserve Account and allocate and distribute such released funds to the Company for the funding of such Funding DrawsNoteholders. The Working Capital Reserve Account shall be held in trust by an Eligible Bank Account initially established at the Paying Agent Corporate Trust Office of the Indenture Trustee, bearing the following designation “PFS Tax Lien Trust – Working Capital Reserve Account, Citibank, N.A. as Indenture Trustee for the benefit of the Company Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all right, title and shall be established and maintained for the sole purpose of holding and distributing interest in all funds on deposit from time to time in the Working Capital Reserve fundsAccount and in all proceeds thereof. The Working Capital Reserve Account shall be funded initially in accordance with Section 12.11 under the sole dominion and control of the LLC Operating Agreement and thereafter replenished through deposits made into Indenture Trustee for the benefit of the Noteholders as their interests appear in the Trust Estate. If, at any time, the Working Capital Reserve Account ceases to be an Eligible Bank Account, the Indenture Trustee shall, in accordance with Section 5.1(b)(iv) of this Agreement. At all times prior to the Purchase Money Notes Defeasance Date3.01(m), the Manager, in the exercise of its reasonable discretion, shall determine the amount of funds to be on deposit in the establish a new Working Capital Reserve Account (which if not maintained by the Indenture Trustee is subject to an account control agreement satisfactory to the Indenture Trustee acting at the direction or with the consent of the Noteholder Majority) which shall be an Eligible Bank Account, which amount shall be equal transfer any cash and/or any investments to or greater than the Working Capital Reserve Floor but less than the Working Capital Reserve Replenishment Cap; provided, however, that the Manager, in the exercise of its reasonable discretion, may determine to release funds from the such new Working Capital Reserve Account and reduce from the Working Capital Reserve to an amount below the Working Capital Reserve Floor if date such funds are required to pay Working Capital Expenses then due and payable so long as the balance of the new Working Capital Reserve Account is restored to the Working Capital Reserve Floor as soon thereafter as is practicable. At the time of the Final Distribution, the Paying Agent shall allocate and distribute all remaining funds held in the Working Capital Reserve Account to the Collection Account from which account the funds will be transferred to the Distribution Account and made available for distribution in accordance with the Priority of Payments pursuant to Section 5.1 of this Agreement and the LLC Operating Agreement. In addition, if the Manager determines in the exercise of its reasonable discretion that the funds held in the Working Capital Reserve Account in excess of the Working Capital Reserve Floor no longer are necessary to satisfy the purposes for which the Working Capital Reserve has been established, it shall be the Manager may instruct the Paying Agent to release such excess funds from the “Working Capital Reserve Account, and thereafter the Paying Agent shall allocate and distribute such excess funds to the Collection Account from which account the funds will be transferred to the Distribution Account and made available for distribution in accordance with the Priority of Payments pursuant to Section 5.1 of this Agreement and the LLC Operating Agreement”. The Paying Agent shall invest the amounts Amounts on deposit in the Working Capital Reserve Account in Permitted Investments shall be invested in accordance with investment directions Section 3.01 hereof. On the Closing Date, the Issuer shall cause to be deposited into the Working Capital Reserve Account an amount equal to the Working Capital Reserve Required Amount. On each Payment Date, the Working Capital Reserve Account shall be funded from the Company but with a maturity that allows for their transfer Available Funds in accordance with this Section 3.6the Priority of Payments up to the Working Capital Reserve Required Amount. Amounts on deposit in the Working Capital Reserve Account will be used by the Servicer to pay Lien Administration Expenses. Amounts on deposit in the Working Capital Reserve Account shall be made available by the Indenture Trustee to the Servicer on any Business Day and on as many Business Days as may be requested in each calendar month at the written direction of the Servicer to the Indenture Trustee. No funds later than 10:00 am (Central Time) on any Business Day in accordance with the provisions of the Servicing Agreement, the Servicer will notify the Indenture Trustee of the aggregate amount to be withdrawn by the Indenture Trustee from any other source (other than interest or earnings the Working Capital Reserve Account and transferred to the Servicer on the funds next succeeding Business Day no later than 10:00 am (Central Time). Upon receipt of such notice the Indenture Trustee shall liquidate Eligible Investments held in the Working Capital Reserve Account as directed by the Servicer and funding from the Initial Member as described in this Section) shall be commingled in amount liquidated will remain uninvested until disbursed by the Working Capital Reserve Account. The Paying Agent shall be authorized and directed to withdraw funds from the Working Capital Reserve Account only to make disbursements in accordance with this Agreement and not for any other purpose. The Working Capital Reserve Account (and all funds therein) shall be subject Indenture Trustee to the security interest granted to Servicer on the Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the Account Control Agreementfollowing Business Day.

Working Capital Reserve Account. On the date hereof, the Company shall establish the Working Capital Reserve (the “Working Capital Reserve”) with the Paying Agent for the purpose of (a) paying the Working Capital Expenses to the extent there are insufficient funds in the Collection Account with which to pay the outstanding amount of the Working Capital Expenses then due and payable, in which case the Company, shall instruct the Paying Agent to release some or all of the funds from the Working Capital Reserve Account (in an amount that the Manager determines in the exercise of its reasonable discretion) and allocate and distribute such released funds to the Collection Account from which the funds will be available to pay such Working Capital Expenses, and (b) funding all Funding Draws as permitted pursuant to the applicable Loan Documents, in which case the Company, in the exercise of its reasonable discretion, may instruct the Paying Agent to release some or all of the funds from the Working Capital Reserve Account and allocate and distribute such released funds to the Company for the funding of such Funding Draws. The Working Capital Reserve Account shall be held in trust by the Paying Agent for the benefit of the Company and shall be established and maintained for the sole purpose of holding and distributing the Working Capital Reserve funds. The Working Capital Reserve Account shall be funded initially in accordance with Section 12.11 of the LLC Operating Agreement and thereafter replenished through deposits made into the Working Capital Reserve Account in accordance with Section 5.1(b)(iv) of this Agreement. At all times prior to the Purchase Money Notes Defeasance Date, the Manager, in the exercise of its reasonable discretion, shall determine the amount of funds to be on deposit in the Working Capital Reserve Account, which amount shall be equal to or greater than the Working Capital Reserve Floor but less than the Working Capital Reserve Replenishment Cap; provided, however, that the Manager, in the exercise of its reasonable discretion, may determine to release funds from the Working Capital Reserve Account and reduce the Working Capital Reserve to an amount below the Working Capital Reserve Floor if such funds are required to pay Working Capital Expenses then due and payable so long as the balance of the Working Capital Reserve Account is restored to the Working Capital Reserve Floor as soon thereafter as is practicable. At the time of the Final Distribution, the Paying Agent shall allocate and distribute all remaining funds held in the Working Capital Reserve Account to the Collection Account from which account the funds will be transferred to the Distribution Account and made available for distribution in accordance with the Priority of Payments pursuant to Section 5.1 of this Agreement and the LLC Operating Agreement. In addition, if the Manager determines in the exercise of its reasonable discretion that the funds held in the Working Capital Reserve Account in excess of the Working Capital Reserve Floor no longer are necessary to satisfy the purposes for which the Working Capital Reserve has been established, the Manager may instruct the Paying Agent to release such excess funds from the Working Capital Reserve Account, and thereafter the Paying Agent shall allocate and distribute such excess funds to the Collection Account from which account the funds will be transferred to the Distribution Account and made available for distribution in accordance with the Priority of Payments pursuant to Section 5.1 of this Agreement and the LLC Operating Agreement. The Paying Agent shall invest the amounts on deposit in the Working Capital Reserve Account in Permitted Investments in accordance with investment directions from the Company but with a maturity that allows for their transfer in accordance with this Section 3.6. No funds from any other source (other than interest or earnings on the funds held in the Working Capital Reserve Account and funding from the Initial Member as described in this Section) shall be commingled in the Working Capital Reserve Account. The Paying Agent shall be authorized and directed to withdraw funds from the Working Capital Reserve Account only to make disbursements in accordance with this Agreement and not for any other purpose. The Working Capital Reserve Account (and all funds therein) shall be subject to the security interest granted to the Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the Account Control Agreement.

Working Capital Reserve Account. On the date hereof, the Company shall establish the Working Capital Reserve (the “Working Capital Reserve”) with the Paying Agent for the purpose of (a) paying the Working Capital Expenses to the extent there are insufficient funds in the Collection Account with which to pay the outstanding amount of the Working Capital Expenses then due and payable, in which case the Company, shall instruct the Paying Agent to release some or all of the funds from the Working Capital Reserve Account (in an amount that the Manager determines in the exercise of its reasonable discretion) and allocate and distribute such released funds to the Collection Account from which the funds will be available to pay such Working Capital Expenses, and (b) funding all Funding Draws as permitted pursuant to the applicable Loan Documents, in which case the Company, in the exercise of its reasonable discretion, may instruct the Paying Agent to release some or all of the funds from the Working Capital Reserve Account and allocate and distribute such released funds to the Company for the funding of such Funding Draws. The Working Capital Reserve Account shall be held in trust by the Paying Agent for the benefit of the Company and shall be established and maintained for the sole purpose of holding and distributing the Working Capital Reserve funds. The Working Capital Reserve Account shall be funded initially in accordance with Section 12.11 of the LLC Operating Agreement and thereafter replenished through deposits made into the Working Capital Reserve Account in accordance with Section 5.1(b)(iv) of this Agreement. At all times prior to the Purchase Money Notes Defeasance Date, the Manager, in the exercise of its reasonable discretion, shall determine the amount of funds to be on deposit in the Working Capital Reserve Account, which amount shall be equal to or greater than the Working Capital Reserve Floor but less than the Working Capital Reserve Replenishment Cap; provided, however, that the Manager, in the exercise of its reasonable discretion, may determine to release funds from the Working Capital Reserve Account and reduce the Working Capital Reserve to an amount below the Working Capital Reserve Floor if such funds are required to pay Working Capital Expenses then due and payable so long as the balance of the Working Capital Reserve Account is restored to the Working Capital Reserve Floor as soon thereafter as is practicable. At the time of the Final Distribution, the Paying Agent shall allocate and distribute all remaining funds held in the Working Capital Reserve Account to the Collection Account from which account the funds will be transferred to the Distribution Account and made available for distribution in accordance with the Priority of Payments pursuant to Section 5.1 of this Agreement and the LLC Operating Agreement. In addition, if the Manager determines in the exercise of its reasonable discretion that the funds held in the Working Capital Reserve Account in excess of the Working Capital Reserve Floor no longer are necessary to satisfy the purposes for which the Working Capital Reserve has been established, the Manager may instruct the Paying Agent to release such excess funds from the Working Capital Reserve Account, and thereafter the Paying Agent shall allocate and distribute such excess funds to the Collection Account from which account the funds will be transferred to the Distribution Account and made available for distribution in accordance with the Priority of Payments pursuant to Section 5.1 of this Agreement and the LLC Operating Agreement. The Paying Agent shall invest the amounts on deposit in the Working Capital Reserve Account in Permitted Investments in accordance with investment directions from the Company but with a maturity that allows for their transfer in accordance with this Section 3.6. No funds from any other source (other than interest or earnings on the funds held in the Working 44 Capital Reserve Account and funding from the Initial Member as described in this Section) shall be commingled in the Working Capital Reserve Account. The Paying Agent shall be authorized and directed to withdraw funds from the Working Capital Reserve Account only to make disbursements in accordance with this Agreement and not for any other purpose. The Working Capital Reserve Account (and all funds therein) shall be subject to the security interest granted to the Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the Account Control Agreement.