Common use of Conduit Investor Acceptance or Rejection; Investment Request Irrevocable Clause in Contracts

Conduit Investor Acceptance or Rejection; Investment Request Irrevocable. (i) Each Managing Agent will promptly notify the Conduit Investors in its Investor Group and their respective Administrators of the Managing Agent’s receipt of any Investment Request. If the Investment Request is received prior to the Conduit Investment Termination Date, each Conduit Investor shall instruct its Administrator to cause its Managing Agent to accept or reject such Investment Request by notice given to the SPV, its Managing Agent and the 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. Any rejection by a Conduit Investor shall not relieve or terminate the obligations of any Committed Investor hereunder to fund any Investment. (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 Managing Agent or any 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 obtaining deposits or loans from third parties) in order to fund such Investment.

Conduit Investor Acceptance or Rejection; Investment Request Irrevocable. (i) Each Managing Funding Agent will promptly notify the related Conduit Investors in its Investor Group and their respective Administrators of the Managing each Funding Agent’s receipt of any Investment Request. If the Investment Request is received prior to the Conduit Investment Termination Date, each Each Conduit Investor shall instruct its Administrator to cause its Managing such Funding Agent to accept or reject (on such Conduit Investor’s behalf) such Investment Request by notice given to the SPV, its Managing the Administrative Agent and the such Funding Agent by telephone or facsimile by no later than the close of its business 1:00 p.m. (New York City time) on the Business Day following its receipt requested Investment Date. Failure by a Conduit Investor to timely deliver such notice shall be deemed to be an acceptance of any such Investment Request. Any rejection by a If more than one Conduit Investor in any Purchaser Group accepts an Investment Request, the portion of such Investment Request to be funded by each Conduit Investor in such Purchaser Group shall not relieve or terminate be determined by the obligations of any Committed Investor hereunder to fund any InvestmentRelated Funding Agent in its sole discretion. (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 a 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 Managing a Funding Agent or any Investor, either directly or indirectly (including, in the case of any a 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 obtaining deposits or loans from third parties) in order to fund such Investment.

Conduit Investor Acceptance or Rejection; Investment Request Irrevocable. (i) Each Managing Class Agent will promptly notify the Conduit related Investors in of its Investor Group and their respective Administrators of the Managing Agent’s receipt of any Investment RequestRequest with respect to its Class. If the Investment Request is received prior to the Conduit Investment Termination Date, each Conduit Investor shall instruct its Administrator to cause its Managing the related Class Agent to accept or reject such Investment Request by notice given to the SPV, its Managing Agent and 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. Any Following receipt of such instructions from the related Conduit Investors, each Class Agent shall promptly notify the SPV and the related Alternate Investors of the acceptance or rejection by a the related Conduit Investor shall not relieve or terminate Investors of the obligations of any Committed Investor hereunder to fund any InvestmentInvestment 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 Managing Class Agent or 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 obtaining deposits or loans from third parties) in order to fund such Investment.

Conduit Investor Acceptance or Rejection; Investment Request Irrevocable. (i) Each Managing Funding Agent will promptly notify the related Conduit Investors in its Investor Group and their respective Administrators of the Managing each Funding Agent’s receipt of any Investment Request. If the Investment Request is received prior to the Conduit Investment Termination Date, each Each Conduit Investor shall instruct its Administrator to cause its Managing such Funding Agent to accept or reject (on such Conduit Investor’s behalf) such Investment Request by notice given to the SPV, its Managing the Administrative Agent and the such Funding Agent by telephone or facsimile by no later than the close of its business 10:00 a.m. (New York City time (or, with respect to any Investment Request pursuant to Section 2.3(a)(i), by 12:00 p.m. (New York City time)) on the Business Day following its receipt requested Investment Date. Failure by a Conduit Investor to timely deliver such notice shall be deemed to be an acceptance of any such Investment Request. Any rejection by a If more than one Conduit Investor in any Purchaser Group accepts an Investment Request, the portion of such Investment Request to be funded by each Conduit Investor in such Purchaser Group shall not relieve or terminate be determined by the obligations of any Committed Investor hereunder to fund any InvestmentRelated Funding Agent in its sole discretion. (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 a 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 Managing a Funding Agent or any Investor, either directly or indirectly (including, in the case of any a 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 obtaining deposits or loans from third parties) in order to fund such Investment.

Conduit Investor Acceptance or Rejection; Investment Request Irrevocable. (i) Each Following receipt of an Investment Request, each Managing Agent will determine whether the Conduit Investor(s) related to the Investor Group shall make the Investment requested thereunder. If any Conduit Investor declines to make such Investment, the related Managing Agent shall promptly notify the Conduit Investors in its Investor Group Administrative Agent and their respective Administrators of the Managing Agent’s receipt of any Investment Request. If the Investment Request is received prior to the Conduit Investment Termination Date, each Conduit Investor shall instruct its Administrator to cause its Managing Agent to accept or reject such Investment Request by notice given to the SPV, its Managing Agent and the 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. Any rejection shall be made by a Conduit Investor shall not relieve or terminate the obligations of any related Committed Investors ratably in accordance with their respective Committed Investor hereunder to fund any InvestmentPercentages, in accordance with Section 2.3(d)(i). (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 Administrative Agent, any Managing Agent or any 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 obtaining deposits or loans from third parties) in order to fund such Investment. The determination by the applicable Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Conduit Investor Acceptance or Rejection; Investment Request Irrevocable. (i) Each Managing Agent will promptly notify the Conduit Investors in its Investor Group and their respective Administrators of the Managing Agent’s receipt of any Investment Request. If the Investment Request is received prior to the Conduit Investment Termination Date, each Conduit Investor shall instruct its Administrator to cause its Managing Agent to accept or reject such Investment Request by notice given to the SPV, its Managing Agent and the 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. Any rejection by a Conduit Investor shall not relieve or terminate the obligations of any Committed Investor hereunder to fund any Investment. (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 Managing Agent or any 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 obtaining deposits or loans from third parties) in order to fund such Investment.

Conduit Investor Acceptance or Rejection; Investment Request Irrevocable. (i) Each Managing Agent will promptly notify the Conduit Investors in its Investor Group and their respective Administrators of the Managing Agent’s receipt of any Investment Request. If the Investment Request is received prior to the Conduit Investment Termination Date, each Conduit Investor shall instruct its Administrator to cause its Managing Agent to accept or reject such Investment Request by notice given to the SPV, its Managing Agent and the 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 38 Request. Any rejection by a Conduit Investor shall not relieve or terminate the obligations of any Committed Investor hereunder to fund any Investment. (ii) i. 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 Managing Agent or any 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 obtaining deposits or loans from third parties) in order to fund such Investment.