2007-A2 LOAN SPECIFIED FOR SUCH SERIES 2007-A2 HOLDER IN SUCH FUNDING
REQUEST. THE ADMINISTRATIVE AGENT SHALL DIRECT THE INDENTURE TRUSTEE, IN
WRITING, TO TRANSFER THE PORTION OF SUCH SERIES 2007-A2 LOANS CONSTITUTING
WAREHOUSE LOANS TO THE ENGINE ACQUISITION ACCOUNT, AS PROVIDED IN THE INDENTURE,
AND THE PORTION OF SUCH SERIES 2007-A2 LOANS CONSTITUTING COLLECTIONS LOANS
SHALL BE RETAINED IN THE COLLECTIONS ACCOUNT AND INCLUDED IN THE AVAILABLE
COLLECTIONS AMOUNT ON THE PAYMENT DATE ON WHICH SUCH COLLECTIONS LOANS ARE MADE.
(D)
IF ANY SERIES 2007-A2 HOLDER SHALL DEFAULT ON ITS OBLIGATION
TO MAKE A SERIES 2007-A2 LOAN ON ANY FUNDING DATE, ONE OR MORE OF THE OTHER
SERIES 2007-A2 HOLDERS MAY ELECT (BUT SHALL NOT BE REQUIRED TO) TO MAKE THE
SERIES 2007-A2 LOAN OF THE DEFAULTING SERIES 2007-A2 HOLDER.
IN SUCH EVENT, THE
MAXIMUM PRINCIPAL BALANCE OF THE SERIES 2007-A2 NOTE HELD BY THE DEFAULTING
SERIES 2007-A2 HOLDER AND THE MAXIMUM COMMITMENT OF THE DEFAULTING
SERIES 2007-A2 HOLDER SHALL BE REDUCED BY THE AMOUNT OF THE SERIES 2007-A2 LOAN
SO MADE, AND THE MAXIMUM PRINCIPAL BALANCE OF THE SERIES 2007-A2 NOTE HELD BY
THE SERIES 2007-A2 HOLDER MAKING SUCH SERIES 2007-A2 LOAN AND THE MAXIMUM
COMMITMENT OF SUCH SERIES 2007-A2 HOLDER SHALL BE INCREASED BY THE AMOUNT OF
SUCH SERIES 2007-A2 LOAN.
(E)
WEST MAY, AT ANY TIME NOT LATER THAN THIRTY (30) DAYS PRIOR
TO THE THEN EXISTING CONVERSION DATE, BY WRITTEN NOTICE TO EACH SERIES 2007-A2
HOLDER, MAKE WRITTEN REQUEST FOR THE SERIES 2007-A2 HOLDERS TO EXTEND THE
CONVERSION DATE FOR AN ADDITIONAL PERIOD SPECIFIED IN SUCH WRITTEN NOTICE. THE
SERIES 2007-A2 HOLDERS SHALL MAKE A DETERMINATION, IN THEIR SOLE DISCRETION AND
AFTER A FULL CREDIT REVIEW, NOT MORE THAN THIRTY (30) DAYS AFTER SUCH WRITTEN
NOTICE IS DELIVERED AND, IF EARLIER, NOT LESS THAN FIFTEEN (15) DAYS PRIOR TO
THE THEN APPLICABLE CONVERSION DATE AS TO WHETHER OR NOT THEY WILL AGREE TO
EXTEND THE CONVERSION DATE; PROVIDED, HOWEVER, THAT THE FAILURE OF ANY
SERIES 2007-A2 HOLDER TO MAKE A TIMELY RESPONSE TO WEST'S REQUEST FOR EXTENSION
OF THE CONVERSION DATE WITHIN THE FOREGOING PERIOD SHALL BE DEEMED TO CONSTITUTE
A REFUSAL BY SUCH SERIES 2007-A2 HOLDER TO EXTEND THE CONVERSION DATE. IT SHALL
BE A CONDITION TO THE EXTENSION OF THE CONVERSION DATE THAT (I) THE MAXIMUM
COMMITMENT OF ALL OF THE SERIES
7
2007-A2 HOLDERS UNDER THIS AGREEMENT BE EXTENDED TO THE SAME DATE, (II) A RATING
AGENCY CONFIRMATION SHALL HAVE BEEN RECEIVED IN RESPECT OF SUCH EXTENSION IF IT
IS LATER THAN THE FIRST ANNIVERSARY OF THE INITIAL CONVERSION DATE, (III) THE
COMMITMENTS OF ALL SERIES 2007-B2 HOLDERS UNDER THE SERIES 2007-B2 NOTE PURCHASE
AGREEMENT BE EXTENDED TO THE SAME DATE, AND (IV) WRITTEN NOTICE OF SUCH
EXTENSION SHALL HAVE BEEN DELIVERED TO THE INDENTURE TRUSTEE BY THE
ADMINISTRATIVE AGENT OR WEST.
Section 2.03.
Decrease in Maximum Commitments.
WEST
may, upon at least five (5) Business Days' notice to the Series 2007-A2 Holders,
terminate in whole or reduce in part the aggregate