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

Conduit Investor Acceptance or Rejection; Investment Request Irrevocable. (i) Each Funding Agent will promptly notify the related Conduit Investor of each Funding Agent’s receipt of any Investment Request. The Conduit Investor shall instruct such Funding Agent to accept or reject (on such Conduit Investor’s behalf) such Investment Request by notice given to the SPV, the Administrative Agent and such Funding Agent by telephone or facsimile by no later than 10:00 a.m. (New York City time) on the requested Investment Date. Failure by a Conduit Investor to timely deliver such notice shall be deemed to be an acceptance of 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 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 a Funding Agent or any Investor, either directly or indirectly (including, in the case of 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 Funding If an Investor Group has a Conduit Investor, its Managing Agent will promptly notify the related Conduit Investors in its Investor Group and their respective Administrators of each Funding the Managing Agent’s receipt of any Investment Request. The If the Investment Request is received prior to the Conduit Investment Termination Date, each Conduit Investor shall instruct such Funding its Administrator to cause its Managing Agent to accept or reject (on such Conduit Investor’s behalf) such Investment Request by Request. If a Conduit Investor elects to reject an Investment Request, its Administrator or Managing Agent shall give prompt written notice given thereof to the SPV, the Administrative Agent and such Funding Agent by telephone or facsimile by no later than 10:00 a.m. (New York City time) on the requested Investment Date. Failure by a Conduit Investor to timely deliver such notice shall be deemed to be an acceptance of 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 a 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 a Funding the Agent, any Managing Agent or any Investor, either directly or indirectly (including, in the case of a 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 Funding Managing Agent will promptly notify any Conduit Investors in its Investor Group of the related Conduit Investor of each Funding Managing Agent’s receipt of any Investment Request. The Each Conduit Investor shall instruct such Funding cause its Managing Agent to accept or reject (on such Conduit Investor’s behalf) such Investment Request by notice given to the SPV, the Administrative its Managing Agent and such Funding the Agent by telephone telephone, facsimile or facsimile electronic mail by no later than 10:00 a.m. (New York City time) the close of its business on the requested Business Day following its receipt of any such Investment DateRequest. Failure Any rejection by a Conduit Investor shall not relieve or terminate the obligations of any Committed Investor hereunder to timely deliver such notice shall be deemed to be an acceptance of such Investment Requestfund 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 a 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 a Funding the Agent, any Managing Agent or any Investor, either directly or indirectly (including, in the case of a 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 Funding Agent will promptly notify the related Conduit Investor of each Funding Agent’s receipt of any Investment Request. The Conduit Investor shall instruct such Funding Agent to accept or reject (on such Conduit Investor’s behalf) such Investment Request by notice given to the SPV, the Administrative Agent and such Funding Agent by telephone or facsimile by no later than 10:00 a.m. (New York City time) on the requested Investment Date. Failure by a Conduit Investor to timely deliver such notice shall be deemed to be an acceptance of such Investment Request. (iii) 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 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 a Funding Agent or any Investor, either directly or indirectly (including, in the case of 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.