IN THIS AGREEMENT TO THE CONTRARY, THE AGENT, THE CLASS
AGENTS AND THE INVESTORS SHALL NOT, AND SHALL NOT BE OBLIGATED (WHETHER ON
BEHALF OF THE RELATED CONDUIT INVESTORS OR THE RELATED ALTERNATE INVESTORS), TO
PAY ANY AMOUNT TO THE SPV AS THE PURCHASE PRICE OF RECEIVABLES PURSUANT TO
SUBSECTIONS (B) AND (C) ABOVE EXCEPT TO THE EXTENT OF COLLECTIONS OF RECEIVABLES
AVAILABLE FOR DISTRIBUTION TO THE SPV IN ACCORDANCE WITH THIS AGREEMENT.
ANY
AMOUNT WHICH ANY CLASS AGENT (WHETHER ON BEHALF OF THE RELATED CONDUIT INVESTORS
OR THE RELATED ALTERNATE INVESTORS) OR INVESTOR DOES NOT PAY PURSUANT TO THE
PRECEDING SENTENCE SHALL NOT CONSTITUTE A CLAIM (AS DEFINED IN § 101 OF THE
BANKRUPTCY CODE) AGAINST, OR CORPORATE OBLIGATION OF, THE AGENT, SUCH CLASS
AGENT OR ANY INVESTOR FOR ANY SUCH INSUFFICIENCY.
19
SECTION 2.3
INVESTMENT PROCEDURES.
(A)
NOTICE.
THE SPV SHALL REQUEST AN INVESTMENT HEREUNDER, BY REQUEST
TO THE AGENT AND EACH CLASS AGENT GIVEN BY FACSIMILE IN THE FORM OF AN
INVESTMENT REQUEST AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE PROPOSED DATE
OF ANY INVESTMENT (INCLUDING THE INITIAL INVESTMENT).
EACH SUCH INVESTMENT
REQUEST SHALL SPECIFY (I) THE DESIRED AMOUNT OF SUCH INVESTMENT (WHICH SHALL BE
AT LEAST $5,000,000 OR AN INTEGRAL MULTIPLE OF $250,000 IN EXCESS THEREOF OR, TO
THE EXTENT THAT THE THEN AVAILABLE UNUSED PORTION OF THE MAXIMUM NET INVESTMENT
IS LESS THAN SUCH AMOUNT, SUCH LESSER AMOUNT EQUAL TO SUCH AVAILABLE UNUSED
PORTION OF THE MAXIMUM NET INVESTMENT), (II) THE DESIRED DATE OF SUCH INVESTMENT
(THE "INVESTMENT DATE") WHICH SHALL BE A PERMITTED INVESTMENT DATE AND (III) THE
DESIRED RATE PERIOD(S) AND ALLOCATIONS OF SUCH INVESTMENT THERETO AS REQUIRED BY
SECTION 2.4.
(B)
CONDUIT INVESTOR ACCEPTANCE OR REJECTION; INVESTMENT REQUEST
IRREVOCABLE.
(I)
EACH CLASS AGENT WILL PROMPTLY NOTIFY THE RELATED INVESTORS OF
ITS RECEIPT OF ANY INVESTMENT REQUEST WITH RESPECT TO ITS CLASS.
IF THE
INVESTMENT REQUEST IS RECEIVED PRIOR TO THE CONDUIT INVESTMENT TERMINATION DATE,
EACH CONDUIT INVESTOR SHALL INSTRUCT THE RELATED CLASS AGENT TO ACCEPT OR REJECT
SUCH INVESTMENT REQUEST BY NOTICE GIVEN TO THE RELATED CLASS AGENT BY TELEPHONE
OR FACSIMILE BY NO LATER THAN THE CLOSE OF ITS BUSINESS ON THE BUSINESS DAY
FOLLOWING ITS RECEIPT OF ANY SUCH INVESTMENT REQUEST.
(II)
EACH INVESTMENT REQUEST SHALL BE IRREVOCABLE AND BINDING ON THE
SPV, AND THE SPV SHALL INDEMNIFY EACH INVESTOR AGAINST ANY LOSS OR EXPENSE
INCURRED BY SUCH INVESTOR, EITHER DIRECTLY OR INDIRECTLY (INCLUDING, IN THE CASE
OF ANY CONDUIT INVESTOR, THROUGH A PROGRAM SUPPORT AGREEMENT) AS A RESULT OF ANY
FAILURE BY THE SPV TO COMPLETE SUCH INVESTMENT, INCLUDING ANY LOSS (INCLUDING
LOSS OF PROFIT) OR EXPENSE INCURRED BY THE AGENT, ANY CLASS AGENT AND ANY
RELATED INVESTOR, EITHER DIRECTLY OR INDIRECTLY (INCLUDING, IN THE CASE OF ANY
CONDUIT INVESTOR, PURSUANT TO A PROGRAM SUPPORT AGREEMENT) BY REASON OF THE
LIQUIDATION OR REEMPLOYMENT OF FUNDS ACQUIRED BY SUCH INVESTOR (OR THE
APPLICABLE PROGRAM SUPPORT PROVIDER(S)) (INCLUDING FUNDS OBTAINED BY ISSUING
COMMERCIAL PAPER OR PROMISSORY NOTES OR