OF PRINCIPAL TO BE MADE ON THE CLOSING DATE OR (II)
ANY INVESTMENT OF PRINCIPAL WITH RESPECT TO EXCESS PRINCIPAL.
IN THE CASE OF AN
INVESTMENT OF PRINCIPAL WITH RESPECT TO EXCESS PRINCIPAL, CUSTOMER MAY (I)
DELIVER A NOTICE REQUESTING SUCH INVESTMENT OF PRINCIPAL AT ANY TIME NOT LATER
THAN THREE (3) BUSINESS DAYS PRIOR TO THE REQUESTED FUNDING DATE, AND SUBJECT TO
THE OTHER CONDITIONS SET FORTH IN SECTIONS 4.1 AND 4.2, BUYER SHALL FUND SUCH
REQUESTED INVESTMENT OF PRINCIPAL ON THE REQUESTED FUNDING DATE IN IMMEDIATELY
AVAILABLE FUNDS TO CUSTOMER'S ACCOUNT DESIGNATED FOR SUCH PURPOSE IN THE
RELEVANT INVESTMENT OF PRINCIPAL REQUEST.
ANY INVESTMENT OF PRINCIPAL WITH
RESPECT TO EXCESS PRINCIPAL MAY BE USED FOR ANY GENERAL CORPORATE PURPOSE OF
CUSTOMER INCLUDING WORKING CAPITAL REQUIREMENTS.
(D)
EACH INVESTMENT OF PRINCIPAL REQUEST SHALL BE IRREVOCABLE AND
BINDING ON CUSTOMER AND CUSTOMER SHALL INDEMNIFY BUYER AND CUSTODIAN AGAINST ANY
LOSS OR EXPENSE INCURRED BY ANY OF THEM AS A RESULT OF ANY FAILURE BY CUSTOMER
TO ACCEPT SUCH INVESTMENT OF PRINCIPAL, INCLUDING, WITHOUT LIMITATION, ANY LOSS
OR EXPENSE INCURRED BY ANY BUYER BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF
FUNDS ACQUIRED OR REQUESTED BY BUYER TO FUND SUCH INVESTMENT OF PRINCIPAL.
(E)
EACH INVESTMENT OF PRINCIPAL WITH RESPECT TO WHICH RECEIVABLES ARE
TO BE ACQUIRED WITH THE PROCEEDS THEREOF SHALL BE IN A MINIMUM AMOUNT OF
$2,500,000 AND IN ANY AMOUNT IN EXCESS THEREOF.
EACH SUCH INVESTMENT OF
PRINCIPAL SHALL BE IN AN AMOUNT NOT IN EXCESS OF THE SUM OF (I) THE ADVANCE RATE
MULTIPLIED BY THE MARKET VALUE OF THE ELIGIBLE RECEIVABLE TO BE ACQUIRED WITH
THE PROCEEDS OF SUCH INVESTMENT OF PRINCIPAL AND (II) THE MAXIMUM AVAILABLE
AMOUNT OF EXCESS PRINCIPAL.
EACH INVESTMENT OF PRINCIPAL WITH RESPECT TO EXCESS
PRINCIPAL THAT IS NOT MADE IN CONNECTION WITH AN ACQUISITION OF RECEIVABLES
SHALL BE IN A MINIMUM AMOUNT OF $2,500,000 (OR, IN THE CASE THE MAXIMUM
AVAILABLE AMOUNT OF EXCESS PRINCIPAL IS LESS THAN $2,500,000, SUCH LESSER
AMOUNT) AND IN ANY AMOUNT IN EXCESS THEREOF UP TO MAXIMUM AVAILABLE
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AMOUNT OF EXCESS PRINCIPAL.
THE MAXIMUM INVESTED PRINCIPAL ALLOCABLE TO ANY
RECEIVABLE SHALL NOT EXCEED $20,000,000.
(F)
THE AGGREGATE NUMBER OF INVESTMENTS OF PRINCIPAL AND PRINCIPAL
PREPAYMENTS PURSUANT TO SECTION 2.9(D), SHALL NOT EXCEED SIX PER MONTH.
(G)
ON EACH INTEREST PAYMENT DATE, TRANCHES REPRESENTING THE AGGREGATE
PRINCIPAL OUTSTANDING LESS THE AMOUNT PAID IN REDUCTION THEREOF ON SUCH INTEREST
PAYMENT DATE PURSUANT TO SECTIONS 2.5(C) OR 2.6(B) OR PURSUANT TO ANY OTHER
PARTIAL PREPAYMENTS OF INVESTED PRINCIPAL SHALL BE CONTINUED WITHOUT FURTHER
ACTION OF THE PARTIES.
(H)
ON THE TERMINATION DATE, CUSTOMER SHALL REPURCHASE THE WAREHOUSE
ASSETS FROM BUYER AND PAY CUSTOMER REPURCHASE PRICE TO BUYER.
(I)
IN THE EVENT THAT BUYER DISAPPROVES (OR IS DEEMED TO DISAPPROVE)
ANY WAREHOUSE ASSET IN ACCORDANCE WITH THIS AGREEMENT, CUSTOMER MAY NEVERTHELESS
ORIGINATE SUCH WAREHOUSE ASSET USING IT OWN FUNDS.
SECTION 2.3.
DEFAULT INTEREST.
(A)
AT ALL TIMES ON AND AFTER THE FACILITY TERMINATION DATE OR THE
OCCURRENCE AND