Common use of Bank Commitment Clause in Contracts

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit as requested under Section 2.1, then at any time, the Issuer shall be considered to have directed the Company to assign its interest in the Note in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below. In addition, at any time on or prior to the Commitment Termination Date upon the occurrence of a Termination Event or the Termination Date, the Issuer hereby requests and directs that the Company assign its interest in the Note in whole to the Bank Investors pursuant to this Section 5.7 and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below. Upon any such election by the Company or any such request by the Issuer, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment from the Company to the Bank Investors pursuant to this Section 5.7, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Termination Date the Issuer shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit shall be satisfied and provided further that in connec tion with such funding by the Bank Investors, the Bank Investors accept the assign ment of the Note from the Company and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Company does not effect an Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Issuer Transferor shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below9.9. In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event that results in the Termination Date or (ii) the Company elects to give notice to the Transferor of a Reinvestment Termination Date, the Issuer Transferor hereby requests and directs that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7 9.9 and the Issuer Transferor hereby agrees to pay the amounts described in Section 5.7(d9.9(d) belowabove. Upon any such election by the Company or any such request by the IssuerTransferor, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.79.9, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Termination Date the Issuer shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit shall be satisfied and provided further that in connec tion with such funding by the Bank Investors, the Bank Investors accept the assign ment of the Note from the Company and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Incremental Transfers hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make Purchaser does not effect a Prefunding Deposit Purchase as requested under Section 2.1, SECTION 1.1 then at any time, the Issuer Transferor shall be considered have the right to have directed require the Company Purchaser to assign its interest in the Note Aggregate Purchaser's Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) belowSECTION 13.5. In addition, if at any time on or prior to the Commitment Termination Date upon the occurrence Purchaser elects to give notice to the Transferor of a Termination Event or the Reinvestment Termination Date, the Issuer Transferor hereby requests and directs that the Company Purchaser assign its interest in the Note Aggregate Purchaser's Investment in whole to the Bank Investors pursuant to this Section 5.7 SECTION 13.5 and the Issuer Transferor hereby agrees to pay the amounts described in Section 5.7(dSECTION 13.5(D) below. Upon any such election by the Company Purchaser or any such request by the IssuerTransferor, the Company Purchaser shall make such assignment to the Bank Investors and the Bank Investors shall accept thereupon be deemed to have accepted such assignment and shall assume all of the CompanyPurchaser's obligations hereunder. In connection with any assign ment assignment from the Company Purchaser to the Bank Investors pursuant to this Section 5.7, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Termination Date the Issuer shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit shall be satisfied and provided further that in connec tion with such funding by the Bank Investors, the Bank Investors accept the assign ment of the Note from the Company and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.SECTION

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Subsequent Funding as requested under Section 2.1, then at any time, the Issuer shall be considered to have directed the Company to assign its interest in the Note in whole to the Bank Investors pursuant to this Section 5.76.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d6.7(d) below. In addition, at any time on or prior to the Commitment Termination Date upon the occurrence of a Termination Event or the Termination Date, the Issuer hereby requests and directs that the Company assign its interest in the Note in whole to the Bank Investors pursuant to this Section 5.7 6.7 and the Issuer hereby agrees to pay the amounts described in Section 5.7(d6.7(d) below. Upon Provided that the Net Asset Test is satisfied, upon any such election by the Company or any such request by the Issuer, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.76.7, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Commitment Termination Date the Issuer shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment Agreement for a Prefunding Deposit Subsequent Funding shall be satisfied and provided further PROVIDED FURTHER that in connec tion connection with such funding by the Bank Investors, the Bank Investors accept the assign ment assignment of the Note from the Company and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding DepositSubsequent Funding. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make Company does not effect a Prefunding Deposit Pledge as requested under Section 2.12.2(a), then at any time, the Issuer Pledgors shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below9.9. In addition, if at any time on or prior to the Commitment Termination Date upon the occurrence of (i) a Termination Event occurs that results in the Termination Date or (ii) the Company elects to give notice to the Pledgors of a Reinvestment Termination Date, the Issuer Pledgors hereby requests request and directs direct 108 114 that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7 9.9 and the Issuer Pledgors hereby agrees agree jointly and severally to pay the amounts described in Section 5.7(d9.9(d) below. Upon Provided that the Net Asset Test is satisfied, upon any such election by the Company or any such request by the IssuerPledgors, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.79.9, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Commitment Termination Date Date, the Issuer Pledgors shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided Investors; provided, however, that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit an Advance shall be satisfied and provided further that in connec tion satisfied. In connection with such funding by the Bank Investors, the Bank Investors shall accept the assign ment assignment of all of the Note from Company's interest in the Company Net Investment and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding DepositAdvance. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Pledges hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Company does not effect an Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Issuer Transferor shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below9.7. In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event or (ii) upon the Company's giving of a notice of the Reinvestment Termination Date, the Issuer Transferor hereby requests and directs that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7 and 9.7 and, in each case, the Issuer Transferor hereby agrees to pay the amounts described in Section 5.7(d9.7(d) belowabove. Upon Provided that (i) the Net Asset Test is satisfied and (ii) the Transferor shall have paid to the Company all amounts due as described in Section 9.7(d) hereof, upon any such election by the Company or any such request by the IssuerTransferor, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.79.7, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Termination Date Date, the Issuer Transferor shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors Investors; provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit an Incremental Transfer shall be satisfied satisfied; and provided provided; further that in connec tion connection with such funding by the Bank Investors, the Bank Investors accept shall have theretofore or concurrently therewith accepted the assign ment assignment of all of the Note from Company's interest in the Company Net Investment and assume assumed all of the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposithereunder. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Incremental Transfers hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Company does not effect an Advance as requested under Section 2.12.2(a), then at any time, the Issuer Debtor shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below9.9. In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event that results in the Termination Date or (ii) the Company elects to give notice to the Debtor of a Company Termination Date, the Issuer Debtor hereby requests and directs 95 101 that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7 9.9 and the Issuer Debtor hereby agrees to pay the amounts described in Section 5.7(d9.9(d) below. Upon Provided that the Net Asset Test is satisfied, upon any such election by the Company or any such request by the IssuerDebtor, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.79.9, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Termination Date the Issuer shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit shall be satisfied and provided further that in connec tion with such funding by the Bank Investors, the Bank Investors accept the assign ment of the Note from the Company and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Advances hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Company does not effect an Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Issuer Transferor shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below9.7. In addition, at any time on or prior to the Commitment Termination Date Date, (i) upon the occurrence of a Termination Event that results in the Termination Date or (ii) the Company elects to give notice to the Transferor of a Reinvestment Termination Date, the Issuer Transferor hereby requests and directs that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7 9.7 and the Issuer Transferor hereby agrees to pay the amounts described in Section 5.7(d9.7(d) below. Upon Provided that the Net Asset Test is satisfied, upon any such election by the Company or any such request by the IssuerTransferor, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.79.7, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Termination Date the Issuer shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit shall be satisfied and provided further that in connec tion with such funding by the Bank Investors, the Bank Investors accept the assign ment of the Note from the Company and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Incremental Transfers hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Company does not effect an Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Issuer Transferor shall be considered have the right to have directed require the Company to assign its interest in the Note Enterprise Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below9.7. In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event or (ii) the Company elects to give notice to the Transferor of a Reinvestment Termination Date, the Issuer Transferor hereby requests and directs that the Company assign its interest in the Note Enterprise Net Investment in whole to the Bank Investors pursuant to this Section 5.7 9.7 and the Issuer Transferor hereby agrees to pay the amounts described in Section 5.7(d9.7(d) belowhereof. Upon Provided that (i) the Net Asset Test is satisfied and (ii) the Transferor shall have paid to the Company all amounts due as described in Section 9.7(d) hereof, upon any such election by the Company or any such request by the IssuerTransferor, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.79.7, each Bank Investor shall, on the date of 122 such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Commitment Termination Date the Issuer Transferor shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit an Incremental Transfer shall be satisfied and provided further that in connec tion connection with such funding by the Bank Investors, the Bank Investors accept the assign ment assignment of all of the Note from Company's interest in the Company Enterprise Net Investment and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding DepositIncremental Transfer. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Incremental Transfers hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Company does not effect an Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Issuer Transferor shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below10.7. In addition, at any time on or prior to the Commitment Termination Date (i) upon the declaration of the Termination Date because of the occurrence of a Termination Event or (ii) the Company elects to give notice to the Transferor of a Reinvest- ment Termination Date, the Issuer Transferor hereby requests and directs that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7 10.7 and the Issuer Transferor hereby agrees to pay the amounts described in Section 5.7(d10.7(d) below. Upon Provided that the Net Asset Test is satisfied, upon any such election by the Company or any such request by the IssuerTransferor, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.710.7, each Bank Investor shall, on the date of such assignmentas- signment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Commitment Termination Date the Issuer Transferor shall have the right to request funding under this Agreement and the Security Agreement Agree- ment directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit an Incremental Transfer shall be satisfied and provided further that in connec tion connection with such funding by the Bank Investors, the Bank Investors accept the assign ment assignment of all of the Note from Company's interest in the Company Net Investment and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding DepositIncremental Transfer. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Incremental Transfers hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Subsequent Funding as requested under Section 2.12.1(a), then at any time, the Issuer shall be considered to have directed the Company to assign its interest in the Note in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below6.7(a). In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event that results in the Termination Date or (ii) the Company elects to give notice to the Issuer of a Notice Termination Date, the Issuer hereby requests and directs that the Company assign its interest in the Note in whole to the Bank Investors pursuant to this Section 5.7 6.7(a) and the Issuer hereby agrees to pay the amounts described in Section 5.7(d6.7(c) below. Upon any such election by No further documentation or action on the Company or any such request by the Issuer, part of the Company shall make be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of such assignment and sentence, receipt of notice by the Bank Investors from the Agent that a Termination Date has occurred or, in the case of clause (ii) of such sentence, the giving of the notice set forth in such clause and the delivery by the Agent of a copy of such notice to each Bank Investor (the date of the receipt of a notice referred to in such clauses, together with the occurrence of the event referred to in the first sentence of this paragraph, being the "Effective Date"). Each Bank Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Effective Date to the Company in immediately available funds to an account designated by the Agent. Upon payment of its Assignment Amount, each Bank Investor shall accept such assignment acquire its Pro Rata Share of the Note and shall assume all its respective portion of the Company's obligations hereunder. In connection with any assign ment from , and the Company to shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on the Effective Date, one or more Bank Investors pursuant to this Section 5.7(each, a "Defaulting Bank Investor", and each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Termination Date the Issuer shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit shall be satisfied and provided further that in connec tion with such funding by the Bank Investors, the Bank Investors accept the assign ment of the Note from the Company and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.than

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Company does not effect an Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Issuer Transferor shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below10.7. In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event that results in a Termination Date or (ii) the Company elects to give notice to the Transferor of a Reinvestment Termination Date, the Issuer Transferor hereby requests and directs that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7 10.7 and the Issuer Transferor hereby agrees to pay the amounts described in Section 5.7(d10.7(d) below. Upon Provided that the Net Asset Test is satisfied, upon any such election by the Company or any such request by the IssuerTransfer- or, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.710.7, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Termination Date the Issuer shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit shall be satisfied and provided further that in connec tion with such funding by the Bank Investors, the Bank Investors accept the assign ment of the Note from the Company and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Incremental Transfers hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Company does not effect an Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Issuer Transferor shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below9.7. In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event that results in the Termination Date or (ii) the Company elects to give notice to the Transferor of a Reinvestment Termination Date, the Issuer Transferor hereby requests and directs that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7 9.7 and the Issuer Transferor hereby agrees to pay the amounts described in Section 5.7(d9.7(d) below. Upon Provided that the Net Asset Test is satisfied, upon any such election by the Company or any such request by the IssuerTransferor, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.79.7, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Termination Date the Issuer shall have the right to request funding under this Agreement and the Security Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit shall be satisfied and provided further that in connec tion with such funding by the Bank Investors, the Bank Investors accept the assign ment of the Note from the Company and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Incremental Transfers hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make Company does not effect the Initial Funding or a Prefunding Deposit Subsequent Funding as requested under Section 2.1, then at any time, the Issuer shall be considered have the right to have directed require the Company to assign its interest in the Note and the Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below5.9(a). In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event that results in the Termination Date or (ii) in the event that the Company elects to give notice to the Issuer of an Investment Termination Date, the Issuer hereby requests and directs that the Company assign its interest in the Note and the Net Investment in whole to the Bank Investors pursuant to this Section 5.7 5.9(a) and the Issuer hereby agrees to pay the amounts described in Section 5.7(d5.9(c) below. Upon any such election by No further documentation or action on the Company or any such request by the Issuer, part of the Company shall make be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of such assignment and sentence, receipt of notice by the Bank Investors from the Agent that a Termination Date has occurred or, in the case of clause (ii) of such sentence, the giving of the notice set forth in such clause and the delivery by the Agent of a copy of such notice to each Bank Investor (the date of the receipt of a notice referred to in such clauses being the "EFFECTIVE DATE"). Each Bank Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Effective Date to the Company in immediately available funds to an account designated by the Agent. Upon payment of its Assignment Amount, each Bank Investor shall accept such assignment acquire its Pro Rata Share of its interest in the Note and the Net Investment and shall assume all its respective portion of the Company's obligations hereunder. In connection with any assign ment from , and the Company to shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on the Effective Date, one or more Bank Investors pursuant to this Section 5.7(each, a "DEFAULTING BANK INVESTOR", and each Bank Investor other than any Defaulting Bank Investor being referred to as a "NON-DEFAULTING BANK INVESTOR") fails to pay its Assignment Amount (the aggregate amount not so made available to the Company being herein called the "ASSIGNMENT AMOUNT DEFICIT"), then the Agent shall, by no later than 2:30 P.M. (New York time) on the date Effective Date, instruct each Non-Defaulting Bank Investor to pay, by no later than 3:00 P.M. (New York time) on the Effective Date, in immediately available funds, to the account designated by the Company, an amount equal to the lesser of (x) such assignmentNon-Defaulting Bank Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the Assignment Amount Deficit and (y) its unused Commitment. A Defaulting Bank Investor shall forthwith, upon demand, pay to the Company an amount Agent for the ratable benefit of the Non-Defaulting Bank Investors all amounts paid by each Non-Defaulting Bank Investor on behalf of such Defaulting Bank Investor, together with interest thereon for each day from the date a payment was made by a Non-Defaulting Bank Investor until the date such Non-Defaulting Bank Investor has been paid such amounts in full at a rate per annum equal to its Assignment Amountthe rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%). In addition, at any time on or prior if, after giving effect to the Commit ment Termination Date provisions of the Issuer immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall have pay interest to the right Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to request funding under this Agreement and the Security Agreement directly rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%), for each day from the Effective Date until the date such Defaulting Bank Investors provided that at Investor shall pay its portion of such time all conditions precedent set forth herein and remaining Assignment Amount Deficit in the Security Agree ment for a Prefunding Deposit shall be satisfied and provided further that in connec tion with such funding by the Bank Investors, the Bank Investors accept the assign ment of the Note from the Company and assume all of full to the Company's obligations hereunder concurrently with or prior to any such Prefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further additional advances to the Issuer hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Prefunding Deposit Company does not effect an Advance as requested under Section 2.12.2(a), then at any time, the Issuer Borrower shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7, the Bank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 5.7(d) below9.9. In addition, if at any time on or prior to the Commitment Termination Date upon the occurrence of (i) a Termination Event occurs that results in the Termination Date or (ii) the Company elects to give notice to the Borrower of a Reinvestment Termination Date, the Issuer Borrower hereby requests and directs that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 5.7 9.9 and the Issuer Borrower hereby agrees to pay the amounts described in Section 5.7(d9.9(d) below. Upon Provided that the Net Asset Test is satisfied, upon any such election by the Company or any such request by the IssuerBorrower, the Company shall make such assignment and the Bank Investors shall accept such assignment and shall assume all of the Company's obligations hereunder. In connection with any assign ment assignment from the Company to the Bank Investors pursuant to this Section 5.79.9, each Bank Investor shall, on the date of such assignment, pay to the Company an amount equal to its Assignment Amount. In addition, at any time on or prior to the Commit ment Commitment Termination Date Date, the Issuer Borrower shall have the right to 104 110 request funding under this Agreement and the Security Agreement directly from the Bank Investors provided Investors; provided, however, that at such time all conditions precedent set forth herein and in the Security Agree ment for a Prefunding Deposit an Advance shall be satisfied and provided further that in connec tion satisfied. In connection with such funding by the Bank Investors, the Bank Investors shall accept the assign ment assignment of all of the Note from Company's interest in the Company Net Investment and assume all of the Company's obligations hereunder concurrently with or prior to any such Prefunding DepositAdvance. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any further advances to the Issuer additional Advances hereunder. No documentation or action shall be required to effect such assignment of the Note by the Company to the Bank Investors other than the giving of written notice by the Issuer of such direction to the Insurer, to the Administrative Agent on behalf of the Company and to the Agent on behalf of the Bank Investors, and by the delivery of a copy of such notice by the Agent to each Bank Investor.