A. KARP CEASE TO BE EMPLOYED BY CUSTOMER, AS AN
EXECUTIVE OFFICER OF CUSTOMER IN THE SAME OR SIMILAR CAPACITY AND WITH THE SAME
DECISION MAKING AUTHORITY AS OF THE DATE OF THE AGREEMENT.
(C)
THE PROCEDURE FOR APPROVAL OF WAREHOUSE ASSET SALES TO BUYER AND
CUSTOMER'S OBTAINING FUNDS WITH RESPECT THERETO FROM BUYER IS SET FORTH IN THIS
SECTION 2.2, AND, IS FURTHER SUBJECT TO SATISFACTION OF THE APPLICABLE
CONDITIONS, SET FORTH IN SECTIONS 4.1 AND 4.2, AND THE CONDITIONS, PROCESSES AND
REQUIREMENTS SET FORTH ON SCHEDULE 2.2-1.
IN THE EVENT CUSTOMER SHALL DESIRE
THAT BUYER ACQUIRE A WAREHOUSE ASSET, THE FOLLOWING PROCEDURES SHALL APPLY:
(I)
INVESTMENT OF PRINCIPAL REQUEST.
CUSTOMER SHALL PROVIDE BUYER
AND CUSTODIAN WITH A REQUEST IN SUBSTANTIALLY THE FORM OF EXHIBIT A-1 ANNEXED
HERETO (AN "INVESTMENT OF PRINCIPAL REQUEST") OF EACH REQUESTED INVESTMENT OF
PRINCIPAL, SPECIFYING, AMONG OTHER THINGS, THE REQUESTED INVESTMENT OF
PRINCIPAL, THE REQUESTED FUNDING DATE FOR SUCH INVESTMENT OF PRINCIPAL (WHICH
SHALL NOT BE LESS THAN THREE (3) BUSINESS DAYS FOLLOWING THE DATE OF THE
INVESTMENT OF PRINCIPAL REQUEST) AND THE PROPOSED ELIGIBLE RECEIVABLE THAT
CUSTOMER DESIRES BUYER TO ACQUIRE AND SHALL BE DELIVERED TOGETHER WITH A
DETAILED SOURCES AND USES STATEMENT RELATING TO SUCH INVESTMENT OF PRINCIPAL IN
SUBSTANTIALLY THE FORM OF SCHEDULE 1 TO EXHIBIT A-1 ANNEXED HERETO.
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(II)
PRELIMINARY DUE DILIGENCE PACKAGE. PRIOR TO, OR SIMULTANEOUS
WITH, AN INVESTMENT OF PRINCIPAL REQUEST, CUSTOMER SHALL DELIVER TO BUYER THE
PRELIMINARY DUE DILIGENCE PACKAGE PERTAINING TO THE RECEIVABLE IN QUESTION.
(III)
BUYER REVIEW AND CONFIRMATION. BUYER SHALL INFORM CUSTOMER OF ITS
DETERMINATION WITH RESPECT TO ANY ASSETS PROPOSED TO BE SOLD TO BUYER BY
CUSTOMER IN ACCORDANCE WITH THE PROCEDURES SET FORTH ON SCHEDULE 2.2-1 ATTACHED
HERETO.
NOTWITHSTANDING SCHEDULE 2.2-1 OR ANY OTHER PROVISIONS OF THIS
AGREEMENT, BUYER SHALL HAVE THE RIGHT TO REVIEW AND APPROVE, IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT, ALL PROPOSED WAREHOUSE ASSETS (AND THE RELATED
INVESTMENT OF PRINCIPAL) PROPOSED TO BE SOLD TO BUYER AND TO CONDUCT, AT
CUSTOMER'S SOLE COST AND EXPENSE, ITS OWN DUE DILIGENCE INVESTIGATION OF SUCH
PROPOSED WAREHOUSE ASSETS AS BUYER DETERMINES, IN ITS SOLE DISCRETION.
UPON
AGREEING TO MAKE AN INVESTMENT OF PRINCIPAL, BUYER SHALL PROMPTLY DELIVER TO
CUSTOMER A WRITTEN CONFIRMATION IN THE FORM OF SCHEDULE 2.2-2 ATTACHED HERETO (A
"CONFIRMATION"), WHICH CONFIRMATION SHALL BE PROMPTLY EXECUTED AND DELIVERED TO
BUYER BY CUSTOMER (AND, IN ANY EVENT NOT LATER THAN THE EARLIER OF (X) THE DATE
OF THE REQUESTED FUNDING OF INVESTED PRINCIPAL AND (Y) TWO (2) BUSINESS DAYS
AFTER BUYER GIVES SUCH CONFIRMATION TO CUSTOMER); PROVIDED, THAT UNLESS
OTHERWISE AGREED BY CUSTOMER, BUYER SHALL DELIVER A SEPARATE CONFIRMATION WITH
RESPECT TO EACH WAREHOUSE ASSET WHICH IS THE SUBJECT OF AN INVESTMENT OF
PRINCIPAL.
UNLESS OTHERWISE EXTENDED PURSUANT TO SECTION 2.2(C)(VI), THE
FUNDING DATE SHALL OCCUR NO LATER THAN FOURTEEN (14) DAYS FOLLOWING THE DATE OF
THE CONFIRMATION.
(IV)
CONTRACT APPROVAL REQUEST. NOT LATER THAN THREE (3) BUSINESS DAYS
PRIOR TO THE APPLICABLE FUNDING DATE, CUSTOMER WILL