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 Company does not effect an Advance as requested under Section 2.1, then at any time, the Debtor shall have the right to require the Company to assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor. 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 Debtor hereby requests and directs that the Company assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 and the Debtor hereby agrees to pay the amounts described in Section 7.9(d) below. No further documentation or action on the part of the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of such sentence, receipt of notice by the Bank Investors from the Agent that a Termination Event 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), 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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share of the Company's obligations hereunder, and the Company 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 (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 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 Non-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. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%). In addition, if, after giving effect to the provisions of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay interest to the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the 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 Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the Company. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances hereunder.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company does not effect an Advance Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Debtor Transferor shall have the right to require the Company to assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor9.7. 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) upon the Company elects to give notice to the Debtor Company's giving of a Company notice of the Reinvestment Termination Date, the Debtor Transferor hereby requests and directs that the Company assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 and 9.7 and, in each case, the Debtor Transferor hereby agrees to pay the amounts described in Section 7.9(d9.7(d) belowabove. No further documentation 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 action on any such request by the part of Transferor, the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of make such sentence, receipt of notice by assignment and the Bank Investors from the Agent that a Termination Event has occurred or, in the case of clause (ii) of shall accept 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), 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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share all of the Company's obligations hereunder, and . In connection with any assignment from the Company shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on to the Effective Date, one or more Bank Investors (eachpursuant to this Section 9.7, 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 shall, on the date of such assignment, 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 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 Non-Defaulting Bank Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the its Assignment Amount Deficit and (y) its unused Commitment. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%)Amount. In addition, if, after giving effect at any time on or prior to the provisions Termination Date, the Transferor shall have the right to request funding under this Agreement directly from the Bank Investors; provided that at such time all conditions precedent set forth herein for an Incremental Transfer shall be satisfied; and provided; further that in connection with such funding by the Bank Investors, the Bank Investors shall have theretofore or concurrently therewith accepted the assignment of all of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay Company's interest to in the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the rate determined in accordance with clause (i) Net Investment and assumed all of the definition of "Base Rate" plus two percent (2%), for each day from the Effective Date until the date such Defaulting Bank Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the Company's obligations hereunder. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances Incremental Transfers hereunder.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company does not effect an Advance the Initial Funding or a Subsequent Funding as requested under Section 2.1, then at any time, the Debtor Issuer shall have the right to require the Company to assign its interest in the Note and the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor5.9(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, Date or (ii) in the event that the Company elects to give notice to the Debtor Issuer of a Company an Investment Termination Date, the Debtor 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 7.9 5.9(a) and the Debtor Issuer hereby agrees to pay the amounts described in Section 7.9(d5.9(c) below. No further documentation or action on the part of the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of such sentence, receipt of notice by the Bank Investors from the Agent that a Termination Event 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), clauses being the "Effective DateEFFECTIVE 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 acquire its Pro Rata Share of its interest in the Note and the Net Investment and shall assume its Pro Rata Share respective portion of the Company's obligations hereunder, and the Company 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 (each, a "Defaulting Bank InvestorDEFAULTING BANK INVESTOR", and each Bank Investor other than any Defaulting Bank Investor being referred to as a "NonNON-Defaulting Bank InvestorDEFAULTING BANK INVESTOR") fails to pay its Assignment Amount (the aggregate amount not so made available to the Company being herein called the "Assignment Amount DeficitASSIGNMENT AMOUNT DEFICIT"), then the Agent shall, by no later than 2:30 P.M. (New York time) on the 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 Non-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. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%). In addition, if, after giving effect to the provisions of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay interest to the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the 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 Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the Company. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances advances to the Issuer hereunder.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company Enterprise does not effect an Advance Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Debtor Transferor shall have the right to require the Company Enterprise to assign its interest in the Transferred Interest and the Net Investment in whole to the Enterprise Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor9.7. In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of an Enterprise Wind-Down Event or (ii) upon the occurrence of a Termination Event that results in the Termination Date, Date or Special Termination Date with respect to Enterprise or (iiiii) the Company Enterprise elects to give notice to the Debtor Transferor of a Company Reinvestment Termination DateDate or (iv) after Enterprise elects to amortize its Net Investment or elects not to make an additional Incremental Transfer, the Debtor Transferor hereby requests and directs that the Company Enterprise assign its interest in the Net Investment in whole to the Enterprise Bank Investors pursuant to this Section 7.9 9.7 and the Debtor Transferor hereby agrees to pay the amounts described in Section 7.9(d9.7(d) below. No further documentation or action on the part of the Company Enterprise shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of such sentence, receipt of notice by the Enterprise Bank Investors from the Enterprise Agent that a Termination Event 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 Enterprise Agent of a copy of such notice to each Enterprise Bank Investor (the date of the receipt of a notice referred to in such clauses, or the date of any assignment as described in the first sentence of this Section 7.9(a), clauses being the "Effective Date"). Each Enterprise 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 Enterprise in immediately available funds to an account designated by the Enterprise Agent. Upon payment of its Assignment Amount, each Enterprise Bank Investor shall acquire its Special Pro Rata Share of the Note Transferred Interest and the Investment and shall assume its Pro Rata Share respective portion of the CompanyEnterprise's obligations hereunder, and the Company Enterprise 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 Enterprise Bank Investors (each, a "Defaulting Bank Investor", and each Enterprise 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 Enterprise being herein called the "Assignment Amount Deficit"), then the Enterprise Agent shall, by no later than 2:30 P.M. (New York time) on the 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 CompanyEnterprise, an amount equal to the lesser of (x) such Non-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. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the Enterprise 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%). In addition, if, after giving effect to the provisions of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay interest to the Enterprise Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the 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 Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the CompanyEnterprise. Upon any assignment by the Company Enterprise to the Enterprise Bank Investors contemplated hereunder, the Company Enterprise shall cease to make any additional Advances Incremental Transfers hereunder.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company does not effect an Advance Bank Investors elect to make a Subsequent Funding as requested under Section 2.1, then at any time, the Debtor Issuer shall be considered to have the right to require directed the Company to assign its interest in the Net Investment Note in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by 6.7, the DebtorBank Investors agree to accept such assignment, and the Issuer hereby agrees to pay the amounts described in Section 6.7(d) below. In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event that results in or the Termination Date, or (ii) the Company elects to give notice to the Debtor of a Company Termination Date, the Debtor Issuer hereby requests and directs that the Company assign its interest in the Net Investment Note in whole to the Bank Investors pursuant to this Section 7.9 6.7 and the Debtor Issuer hereby agrees to pay the amounts described in Section 7.9(d6.7(d) below. No further documentation Provided that the Net Asset Test is satisfied, upon any such election by the Company or action on any such request by the part of Issuer, the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of make such sentence, receipt of notice by assignment and the Bank Investors from the Agent that a Termination Event has occurred or, in the case of clause (ii) of shall accept 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), 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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share all of the Company's obligations hereunder, and . In connection with any assignment from the Company shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on to the Effective Date, one or more Bank Investors (eachpursuant to this Section 6.7, 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 shall, on the date of such assignment, 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 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 Non-Defaulting Bank Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the its Assignment Amount Deficit and (y) its unused Commitment. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%)Amount. In addition, if, after giving effect at any time on or prior to the provisions Commitment Termination Date the Issuer shall have the right to request funding under this Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agreement for a Subsequent Funding shall be satisfied and PROVIDED FURTHER that in connection with such funding by the Bank Investors, the Bank Investors accept the assignment of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay interest to Note from the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the rate determined in accordance with clause (i) Company and assume all of the definition of "Base Rate" plus two percent (2%), for each day from the Effective Date until the date Company's obligations hereunder concurrently with or prior to any such Defaulting Bank Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the CompanySubsequent Funding. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances further advances to the Issuer hereunder.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company does not effect an Advance make a Subsequent Funding as requested under Section 2.1, then at any time, the Debtor Issuer shall have the right to require the Company to assign its interest in the Net Investment Note in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor5.7. In addition, at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event, or a Wind-Down Event that results in or the Termination Date, Date or (ii) the Company elects to give notice to the Debtor Issuer of a Company an Advance Termination Date, the Debtor Issuer hereby requests and directs that the Company assign its interest in the Net Investment Note in whole to the Bank Investors pursuant to this Section 7.9 5.7 and the Debtor Issuer hereby agrees to pay the amounts described in Section 7.9(d5.7(d) below. No further documentation Provided that (i) the Net Asset Test is satisfied and (ii) the Issuer shall have paid to the Company all amounts due as described in Section 5.7(d) hereof, upon any such election by the Company or action on any such request by the part of Issuer, the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of make such sentence, receipt of notice by assignment and the Bank Investors from the Agent that a Termination Event has occurred or, in the case of clause (ii) of shall accept 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), 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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share all of the Company's obligations hereunder, and . In connection with any assignment from the Company shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on to the Effective Date, one or more Bank Investors (eachpursuant to this Section 5.7, 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 shall, on the date of such assignment, 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 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 Non-Defaulting Bank Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the its Assignment Amount Deficit and (y) its unused Commitment. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%)Amount. In addition, if, after giving effect at any time on or prior to the provisions Commitment Termination Date the Issuer shall have the right to request funding under this Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein and in the Security Agreement for a Subsequent Funding shall be satisfied and provided further that in connection with such funding by the Bank Investors, the Bank Investors accept the assignment of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay interest to Note from the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the rate determined in accordance with clause (i) Company and assume all of the definition of "Base Rate" plus two percent (2%), for each day from the Effective Date until the date Company's obligations hereunder concurrently with or prior to any such Defaulting Bank Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the CompanySubsequent Funding. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances further advances to the Issuer hereunder.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company does not effect an Advance Bank Investors elect to make a Prefunding Deposit as requested under Section 2.1, then at any time, the Debtor Issuer shall be considered to have the right to require directed the Company to assign its interest in the Net Investment Note in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by 5.7, the DebtorBank 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 (i) upon the occurrence of a Termination Event that results in or the Termination Date, or (ii) the Company elects to give notice to the Debtor of a Company Termination Date, the Debtor Issuer hereby requests and directs that the Company assign its interest in the Net Investment Note in whole to the Bank Investors pursuant to this Section 7.9 5.7 and the Debtor Issuer hereby agrees to pay the amounts described in Section 7.9(d5.7(d) below. No further documentation Upon any such election by the Company or action on any such request by the part of Issuer, the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of make such sentence, receipt of notice by assignment and the Bank Investors from the Agent that a Termination Event has occurred or, in the case of clause (ii) of shall accept 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), 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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share all of the Company's obligations hereunder, and . In connection with any assign ment from the Company shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on to the Effective Date, one or more Bank Investors (eachpursuant to this Section 5.7, 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 shall, on the date of such assignment, 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 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 Non-Defaulting Bank Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the its Assignment Amount Deficit and (y) its unused Commitment. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%)Amount. In addition, if, after giving effect at any time on or prior to the provisions 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 immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay interest to Note from the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the rate determined in accordance with clause (i) Company and assume all of the definition of "Base Rate" plus two percent (2%), for each day from the Effective Date until the date Company's obligations hereunder concurrently with or prior to any such Defaulting Bank Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the CompanyPrefunding Deposit. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances 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 Company does not effect an Advance a Pledge as requested under Section 2.12.2(a), then at any time, the Debtor Pledgors shall have the right to require the Company to assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor9.9. In addition, if at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event occurs that results in the Termination Date, Date or (ii) the Company elects to give notice to the Debtor Pledgors of a Company Reinvestment Termination Date, the Debtor Pledgors hereby requests request and directs direct that the Company assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 9.9 and the Debtor Pledgors hereby agrees agree jointly and severally to pay the amounts described in Section 7.9(d9.9(d) below. No further documentation Provided that the Net Asset Test is satisfied, upon any such election by the Company or action on any such request by the part of Pledgors, the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of make such sentence, receipt of notice by assignment and the Bank Investors from the Agent that a Termination Event has occurred or, in the case of clause (ii) of shall accept 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), 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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share all of the Company's obligations hereunder, and . In connection with any assignment from the Company shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on to the Effective Date, one or more Bank Investors (eachpursuant to this Section 9.9, 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 shall, on the date of such assignment, 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 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 Non-Defaulting Bank Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the its Assignment Amount Deficit and (y) its unused Commitment. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%)Amount. In addition, if, after giving effect at any time on or prior to the provisions Commitment Termination Date, the Pledgors shall have the right to request funding under this Agreement directly from the Bank Investors; provided, however, that at such time all conditions precedent set forth herein for an Advance shall be satisfied. In connection with such funding by the Bank Investors, the Bank Investors shall accept the assignment of all of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay Company's interest to in the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the rate determined in accordance with clause (i) Net Investment and assume all of the definition of "Base Rate" plus two percent (2%), for each day from the Effective Date until the date Company's obligations hereunder concurrently with or prior to any such Defaulting Bank Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the CompanyAdvance. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances Pledges hereunder.. 112 119

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company does not effect an Advance a Pledge as requested under Section 2.12.2(a), then at any time, the Debtor Pledgors shall have the right to require the Company to assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor9.9. In addition, if at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event occurs that results in the Termination Date, Date or (ii) the Company elects to give notice to the Debtor Pledgors of a Company Reinvestment Termination Date, the Debtor Pledgors hereby requests request and directs direct 108 114 that the Company assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 9.9 and the Debtor Pledgors hereby agrees agree jointly and severally to pay the amounts described in Section 7.9(d9.9(d) below. No further documentation Provided that the Net Asset Test is satisfied, upon any such election by the Company or action on any such request by the part of Pledgors, the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of make such sentence, receipt of notice by assignment and the Bank Investors from the Agent that a Termination Event has occurred or, in the case of clause (ii) of shall accept 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), 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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share all of the Company's obligations hereunder, and . In connection with any assignment from the Company shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on to the Effective Date, one or more Bank Investors (eachpursuant to this Section 9.9, 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 shall, on the date of such assignment, 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 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 Non-Defaulting Bank Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the its Assignment Amount Deficit and (y) its unused Commitment. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%)Amount. In addition, if, after giving effect at any time on or prior to the provisions Commitment Termination Date, the Pledgors shall have the right to request funding under this Agreement directly from the Bank Investors; provided, however, that at such time all conditions precedent set forth herein for an Advance shall be satisfied. In connection with such funding by the Bank Investors, the Bank Investors shall accept the assignment of all of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay Company's interest to in the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the rate determined in accordance with clause (i) Net Investment and assume all of the definition of "Base Rate" plus two percent (2%), for each day from the Effective Date until the date Company's obligations hereunder concurrently with or prior to any such Defaulting Bank Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the CompanyAdvance. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances Pledges hereunder.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company does not effect an Advance Bank Investors elect to make a Subsequent Funding as requested under Section 2.12.1(a), then at any time, the Debtor Issuer shall be considered to have the right to require directed the Company to assign its interest in the Net Investment Note in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor6.7(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, Date or (ii) the Company elects to give notice to the Debtor Issuer of a Company Notice Termination Date, the Debtor Issuer hereby requests and directs that the Company assign its interest in the Net Investment Note in whole to the Bank Investors pursuant to this Section 7.9 6.7(a) and the Debtor Issuer hereby agrees to pay the amounts described in Section 7.9(d6.7(c) below. No further documentation or action on the part of the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of such sentence, receipt of notice by the Bank Investors from the Agent that a Termination Event 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, or together with the date occurrence of any assignment as described the event referred to in the first sentence of this Section 7.9(a)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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share respective portion of the Company's obligations hereunder, and the Company 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 (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 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 Non-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. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%). In addition, if, after giving effect to the provisions of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay interest to the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the 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 Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the Company. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances hereunder.than

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company does not effect an Advance as requested under Section 2.12.2(a), then at any time, the Debtor Borrower shall have the right to require the Company to assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor9.9. In addition, if at any time on or prior to the Commitment Termination Date (i) upon the occurrence of a Termination Event occurs that results in the Termination Date, Date or (ii) the Company elects to give notice to the Debtor Borrower of a Company Reinvestment Termination Date, the Debtor Borrower hereby requests and directs that the Company assign its interest in the Net Investment in whole to the Bank Investors pursuant to this Section 7.9 9.9 and the Debtor Borrower hereby agrees to pay the amounts described in Section 7.9(d9.9(d) below. No further documentation Provided that the Net Asset Test is satisfied, upon any such election by the Company or action on any such request by the part of Borrower, the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of make such sentence, receipt of notice by assignment and the Bank Investors from the Agent that a Termination Event has occurred or, in the case of clause (ii) of shall accept 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), 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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share all of the Company's obligations hereunder, and . In connection with any assignment from the Company shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on to the Effective Date, one or more Bank Investors (eachpursuant to this Section 9.9, 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 shall, on the date of such assignment, 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 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 Non-Defaulting Bank Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the its Assignment Amount Deficit and (y) its unused Commitment. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%)Amount. In addition, if, after giving effect at any time on or prior to the provisions Commitment Termination Date, the Borrower shall have the right to 104 110 request funding under this Agreement directly from the Bank Investors; provided, however, that at such time all conditions precedent set forth herein for an Advance shall be satisfied. In connection with such funding by the Bank Investors, the Bank Investors shall accept the assignment of all of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay Company's interest to in the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the rate determined in accordance with clause (i) Net Investment and assume all of the definition of "Base Rate" plus two percent (2%), for each day from the Effective Date until the date Company's obligations hereunder concurrently with or prior to any such Defaulting Bank Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the CompanyAdvance. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances hereunder.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Company does not effect an Advance Incremental Transfer as requested under Section 2.12.2(a), then at any time, the Debtor Transferor shall have the right to require the Company to assign its interest in the Enterprise Net Investment in whole to the Bank Investors pursuant to this Section 7.9 on a date designated by the Debtor9.7. 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 Debtor Transferor of a Company Reinvestment Termination Date, the Debtor Transferor hereby requests and directs that the Company assign its interest in the Enterprise Net Investment in whole to the Bank Investors pursuant to this Section 7.9 9.7 and the Debtor Transferor hereby agrees to pay the amounts described in Section 7.9(d9.7(d) belowhereof. No further documentation 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 action on any such request by the part of Transferor, the Company shall be required to exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of make such sentence, receipt of notice by assignment and the Bank Investors from the Agent that a Termination Event has occurred or, in the case of clause (ii) of shall accept 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, or the date of any assignment as described in the first sentence of this Section 7.9(a), 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 acquire its Pro Rata Share of the Note and shall assume its Pro Rata Share all of the Company's obligations hereunder, and . In connection with any assignment from the Company shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on to the Effective Date, one or more Bank Investors (eachpursuant to this Section 9.7, 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 shall, on the date of 122 such assignment, 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 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 Non-Defaulting Bank Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Bank Investors) of the its Assignment Amount Deficit and (y) its unused Commitment. Upon such payment, such Non-Defaulting Bank Investor shall assume its proportionate share of such Defaulting Bank Investor's obligations. A Defaulting Bank Investor shall forthwith, upon demand, pay to the 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 the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%)Amount. In addition, if, after giving effect at any time on or prior to the provisions Commitment Termination Date the Transferor shall have the right to request funding under this Agreement directly from the Bank Investors provided that at such time all conditions precedent set forth herein for an Incremental Transfer shall be satisfied and provided further that in connection with such funding by the Bank Investors, the Bank Investors accept the assignment of all of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Bank Investor shall pay Company's interest to in the Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the rate determined in accordance with clause (i) Enterprise Net Investment and assume all of the definition of "Base Rate" plus two percent (2%), for each day from the Effective Date until the date Company's obligations hereunder concurrently with or prior to any such Defaulting Bank Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the CompanyIncremental Transfer. Upon any assignment by the Company to the Bank Investors contemplated hereunder, the Company shall cease to make any additional Advances Incremental Transfers hereunder.