it will make Series 2007-A2 Loans to WEST
in a total amount outstanding at any time up to such Series 2007-A2 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-A2 Supplement.
It is expressly
understood and agreed that WEST shall not have any right to receive, and no
Series 2007-A2 Holder shall have any obligation to disburse, (x) any amount in
excess of the Maximum Commitment of such Series 2007-A2 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-A2 Supplement. Under
no circumstances shall the Series 2007-A2 Holders fund any Series 2007-A2 Loans
if, after giving effect to such Series 2007-A2 Loans, (i) the aggregate
Outstanding Principal Balance of the Series 2007-A2 Notes would either
(A) exceed the aggregate Maximum Commitment for the Series 2007-A2 Notes or
(B) result in a Senior 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-A2 HOLDERS
AGREES THAT IT SHALL MAKE A SERIES 2007-A2 LOAN TO WEST IN THE AMOUNT SPECIFIED
IN A FUNDING REQUEST DELIVERED TO THE SERIES 2007-A2 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-A2 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-A2 LOANS TO BE MADE BY THE
SERIES 2007-A2 HOLDERS AND THE AMOUNT OF THE SERIES 2007-A2 LOAN TO BE MADE BY
EACH INDIVIDUAL SERIES 2007-A2 HOLDER ON SUCH FUNDING DATE, WHICH INDIVIDUAL
SERIES 2007-A2 LOANS SHALL BE MADE BY THE SERIES 2007-A2 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-A2 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-A2 HOLDERS SHALL, UPON SATISFACTION OF THE APPLICABLE CONDITIONS
SET FORTH IN ARTICLE III HEREOF AND IN ARTICLE IV OF THE SERIES 2007-A2
SUPPLEMENT, MAKE AVAILABLE TO WEST BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE
FUNDS TO THE COLLECTIONS ACCOUNT, AN AMOUNT EQUAL TO THE AMOUNT OF THE
SERIES