THE
RECEIPT OF A FUNDING REQUEST FROM WEST AND OTHERWISE AS PROVIDED IN THIS
SECTION 2.02 AND IN EACH SUBJECT TO SATISFACTION OF THE APPLICABLE CONDITIONS
PRECEDENT SET FORTH IN ARTICLE III HEREOF AND IN ARTICLE IV OF THE SERIES A2
SUPPLEMENT, IN A TOTAL AMOUNT OUTSTANDING AT ANY TIME UP TO ITS MAXIMUM
COMMITMENT.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT WEST SHALL NOT HAVE ANY
RIGHT TO RECEIVE, AND EACH SERIES A2 NOTEHOLDER SHALL NOT HAVE ANY OBLIGATION TO
DISBURSE, (X) ANY AMOUNT IN EXCESS OF THE MAXIMUM COMMITMENT OF SUCH SERIES A2
NOTEHOLDER OR (Y) ANY AMOUNT WHATSOEVER ON OR AFTER THE DATE ON WHICH A
CONVERSION EVENT OCCURS.
UNDER NO CIRCUMSTANCES SHALL THE SERIES A2 NOTEHOLDERS
FUND ANY LOANS IF AFTER GIVING EFFECT TO SUCH LOANS, (I) THE AGGREGATE SERIES A2
NOTE OUTSTANDING PRINCIPAL BALANCE OUTSTANDING HEREUNDER WOULD EITHER (A) EXCEED
THE SERIES A2 MAXIMUM COMMITMENT OR (B) RESULT IN A
4
SENIOR BORROWING BASE DEFICIENCY OR (II) THE AGGREGATE NOTE PRINCIPAL BALANCE
WOULD EXCEED THE MAXIMUM BORROWING BASE.
(B)
ON THE INITIAL CLOSING DATE, EACH OF THE SERIES A2 NOTEHOLDERS
SHALL, UPON SATISFACTION OF THE APPLICABLE CONDITIONS SET FORTH IN SECTIONS 3.02
AND 3.03 HEREOF, MAKE A LOAN TO WEST IN THE AMOUNT SET FORTH BESIDE ITS NAME ON
SCHEDULE 1.
(C)
ON ANY BUSINESS DAY AFTER THE INITIAL CLOSING DATE AND PRIOR TO
THE DATE ON WHICH A CONVERSION EVENT OCCURS, EACH OF THE SERIES A2 NOTEHOLDERS
AGREES THAT IT SHALL MAKE A LOAN TO WEST IN THE AMOUNT SPECIFIED IN A FUNDING
REQUEST DELIVERED TO THE SERIES A2 NOTEHOLDERS BY WEST AT LEAST THREE BUSINESS
DAYS PRIOR TO THE FUNDING DATE SET FORTH IN SUCH FUNDING REQUEST, WHICH SHALL
SPECIFY (I) THE AGGREGATE AMOUNT OF THE LOANS TO BE MADE BY THE SERIES A2
NOTEHOLDERS AND THE AMOUNT OF THE LOAN TO BE MADE BY EACH INDIVIDUAL SERIES A2
NOTEHOLDER ON SUCH FUNDING DATE, (II) THE PROPOSED FUNDING DATE, AND (III) THE
USE OF THE PROCEEDS OF SUCH LOANS, INCLUDING THE ENGINE INFORMATION FOR ANY
FUNDING DATE ENGINE BEING ACQUIRED WITH THE PROCEEDS OF SUCH LOANS.
EACH
FUNDING REQUEST DELIVERED BY WEST PURSUANT TO THIS SECTION 2.04 SHALL BE
IRREVOCABLE.
ON THE FUNDING DATE, EACH OF THE SERIES A2 NOTEHOLDERS SHALL, UPON
SATISFACTION OF THE APPLICABLE CONDITIONS SET FORTH IN ARTICLE III HEREOF AND
ARTICLE IV OF THE SERIES A2 SUPPLEMENT, MAKE AVAILABLE TO WEST BY WIRE TRANSFER
IN IMMEDIATELY AVAILABLE FUNDS, AT SUCH BANK OR OTHER LOCATION REASONABLY
DESIGNATED BY WEST IN THE APPLICABLE FUNDING REQUEST, AN AMOUNT EQUAL TO THE
AMOUNT OF SUCH LOAN RELATED TO SUCH FUNDING.
(D)
IF ANY SERIES A2 NOTEHOLDER SHALL DEFAULT ON ITS OBLIGATION TO
MAKE A LOAN ON ANY FUNDING DATE, ONE OR MORE OF THE OTHER SERIES A2 NOTEHOLDERS
MAY ELECT (BUT SHALL NOT BE REQUIRED TO) TO MAKE THE LOAN OF THE DEFAULTING
SERIES A2 NOTEHOLDER.
IN SUCH EVENT, THE MAXIMUM PRINCIPAL BALANCE OF THE
SERIES A2 NOTE HELD BY THE DEFAULTING