forth, each Series 2007-B2 Holder severally and not
jointly agrees that it will make Series 2007-B2 Loans to WEST in a total amount
outstanding at any time up to such Series 2007-B2 Holder's Maximum Commitment,
from time to time after the Effective Date and until the occurrence of a
Conversion Event, upon the receipt of a Funding Request from WEST and otherwise
as provided in this Section 2.02 and in each case subject to satisfaction of the
applicable conditions precedent set forth in Article III hereof and in
Article IV of the Series 2007-B2 Supplement.
It is expressly understood and
agreed that WEST shall not have any right to receive, and no Series 2007-B2
Holder shall have any obligation to disburse, (x) any amount in excess of the
Maximum Commitment of such Series 2007-B2 Holder or (y) any amount whatsoever on
or after the date on which a Conversion Event occurs that has not been waived
pursuant to Section 2.03(g) of the Series 2007-B2 Supplement. Under no
circumstances shall the Series 2007-B2 Holders fund any Series 2007-B2 Loans if,
after giving effect to such Series 2007-B2 Loans, (i) the aggregate Outstanding
Principal Balance of the Series 2007-B2 Notes would either (A) exceed the
aggregate Maximum Commitment for the Series 2007-B2 Notes or (B) result in a
Junior Borrowing Base Deficiency, or (ii) the Aggregate Note Principal Balance
would result in a Maximum Borrowing Base Deficiency.
6
(B)
ON ANY BUSINESS DAY AFTER THE EFFECTIVE DATE AND PRIOR TO THE DATE ON
WHICH A CONVERSION EVENT OCCURS, EACH OF THE SERIES 2007-B2 HOLDERS AGREES THAT
IT SHALL MAKE A SERIES 2007-B2 LOAN TO WEST IN THE AMOUNT SPECIFIED IN A FUNDING
REQUEST DELIVERED TO THE SERIES 2007-B2 HOLDERS (WITH A COPY TO THE INDENTURE
TRUSTEE) BY WEST AT LEAST THREE (3) BUSINESS DAYS (OR SUCH SHORTER PERIOD AS MAY
BE AGREED BY THE SERIES 2007-B2 HOLDERS AND THE INDENTURE TRUSTEE) PRIOR TO THE
FUNDING DATE SET FORTH IN SUCH FUNDING REQUEST, WHICH SHALL SPECIFY (I) THE
AGGREGATE AMOUNT OF THE SERIES 2007-B2 LOANS TO BE MADE BY THE SERIES 2007-B2
HOLDERS AND THE AMOUNT OF THE SERIES 2007-B2 LOAN TO BE MADE BY EACH INDIVIDUAL
SERIES 2007-B2 HOLDER ON SUCH FUNDING DATE, WHICH INDIVIDUAL SERIES 2007-B2
LOANS SHALL BE MADE BY THE SERIES 2007-B2 HOLDERS IN PROPORTION TO THEIR
RESPECTIVE MAXIMUM COMMITMENTS, EXCEPT AS PROVIDED IN SECTION 2.02(D), (II) THE
PROPOSED FUNDING DATE (WHICH SHALL BE A PAYMENT DATE IF SUCH FUNDING REQUEST
INCLUDES A COLLECTIONS LOAN), AND (III) THE APPLICATION OF SUCH SERIES 2007-B2
LOANS AS EITHER COLLECTIONS LOANS OR WAREHOUSE LOANS OR BOTH. EACH FUNDING
REQUEST DELIVERED BY WEST PURSUANT TO THIS SECTION 2.02 SHALL BE IRREVOCABLE.
(C)
ON THE FUNDING DATE SPECIFIED IN A FUNDING REQUEST, EACH OF THE
SERIES 2007-B2 HOLDERS SHALL, UPON SATISFACTION OF THE APPLICABLE CONDITIONS SET
FORTH IN ARTICLE III HEREOF AND IN ARTICLE IV OF THE SERIES 2007-B2 SUPPLEMENT,
MAKE AVAILABLE TO WEST BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO THE