Common use of Bank Commitment Clause in Contracts

Bank Commitment. With respect to each Class, at any time on or prior to the Commitment Termination Date for such Class in the event that any Class Conduit for such Class does not effect an Incremental Transfer as requested under Section 2.2(a), then at any time, the Transferor shall have the right to require such Class Conduit, by written notice to the Administrative Agent and such Class Conduit’s related Class Agent, to assign its interest in the Net Investment for such Class in whole to the Bank Investors for such Class pursuant to this Section 10.7. In addition, at any time for such Class on or prior to such Commitment Termination Date (i) upon the occurrence of a Termination Event that results in a Termination Date for such Class or (ii) the applicable Class Conduit elects to give notice to the Transferor of the Reinvestment Termination Date for such Class, the Transferor hereby requests and directs that such Class Conduit assign its interest in the Net Investment for such Class in whole to the related Bank Investors pursuant to this Section 10.7 and the Transferor hereby agrees to pay the amounts described in Section 10.7(d) below. Upon any such election by any Class Conduit or any such request by the Transferor, such Class Conduit shall make such assignment and the related Bank Investors shall accept such assignment on such day (or the next day if such notice was received after 11:00 A.M. (New York time)) and shall assume all of such Class Conduit’s obligations hereunder. No documentation or action shall be required to effect any such assignment of the Net Investment by any Class Conduit to its related Bank Investors other than, in the case of the circumstance contemplated by the first sentence hereof, the giving of the notices contemplated thereby and the forwarding of such notice by the related Class Agent to each applicable Bank Investor. In connection with any assignment from any Class Conduit to its related Bank Investors pursuant to this Section 10.7, each such Bank Investor, as applicable, agrees to and shall, unconditionally and irrevocably and under all circumstances, by 2:00 P.M. (New York time) on the date of such assignment, pay to such Class Conduit without setoff, counterclaim or defense of any kind, an amount (in immediately available funds) equal to its Assignment Amount. Upon any assignment by any Class Conduit to its respective Bank Investors contemplated hereunder, such Class Conduit shall cease to make any additional Incremental Transfers hereunder (it being understood that the Bank Investors, as assignees, shall (x) be obligated to effect Incremental Transfers under Section 2.2(a) in accordance with the terms thereof, notwithstanding that such Class Conduit was not so obligated and (y) not have the right to elect the commencement of the amortization of the applicable Net Investment pursuant to the definition of “Reinvestment Termination Date” notwithstanding that the Class Conduits had such right).

Bank Commitment. With respect At any time on or prior to the Commitment --------------- Termination Date, in the event that the Company does not effect an Incremental Transfer as requested under Section 2.2, then, at any time thereafter, the Transferor shall have the right to require the Company to assign its interest in whole to the Bank Investors pursuant to an assignment and assumption agreement (an "Assignment") in accordance with this Section 9.7. 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 of a Reinvestment Termination Date, the Transferor hereby requests and directs that the Company assign its interest in whole to the Bank Investors pursuant to this Section 9.7, and the Transferor agrees to pay the amounts described in Section 9.7(d) below. Provided that (i) the Net Asset Test is satisfied and (ii) the Transferor shall 77 have paid to the Company all amounts due as described in Section 9.7(d) (which amount may be deemed paid by the Transferor through an increase in the Net Investment), upon any such election by the Company or any such request by the Transferor, 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 assignment from the Company to the Bank Investors pursuant to this Section 9.7, each ClassBank 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 Commitment Termination Date for such Class in the event that any Class Conduit for such Class does not effect an Incremental Transfer as requested under Section 2.2(a), then at any timeDate, the Transferor shall have the right to require request funding under this Agreement directly from the Bank Investors; provided that at such Class Conduittime all conditions precedent set -------- forth herein for an Incremental Transfer shall be satisfied, and provided -------- further that, in connection with such funding by written notice to the Administrative Agent and such Class Conduit’s related Class AgentBank Investors, to assign its the Bank ------- Investors accept the assignment of all of the Company's interest in the Net Investment for such Class in whole to the Bank Investors for such Class pursuant to this Section 10.7. In addition, at any time for such Class on or prior to such Commitment Termination Date (i) upon the occurrence of a Termination Event that results in a Termination Date for such Class or (ii) the applicable Class Conduit elects to give notice to the Transferor of the Reinvestment Termination Date for such Class, the Transferor hereby requests and directs that such Class Conduit assign its interest in the Net Investment for such Class in whole to the related Bank Investors pursuant to this Section 10.7 and the Transferor hereby agrees to pay the amounts described in Section 10.7(d) below. Upon any such election by any Class Conduit or any such request by the Transferor, such Class Conduit shall make such assignment and the related Bank Investors shall accept such assignment on such day (or the next day if such notice was received after 11:00 A.M. (New York time)) and shall assume all of such Class Conduit’s the Company's obligations hereunder. No documentation or action shall be required to effect any such assignment of the Net Investment by any Class Conduit to its related Bank Investors other than, in the case of the circumstance contemplated by the first sentence hereof, the giving of the notices contemplated thereby and the forwarding of such notice by the related Class Agent to each applicable Bank Investor. In connection with any assignment from any Class Conduit to its related Bank Investors pursuant to this Section 10.7, each such Bank Investor, as applicable, agrees to and shall, unconditionally and irrevocably and under all circumstances, by 2:00 P.M. (New York time) on the date of such assignment, pay to such Class Conduit without setoff, counterclaim or defense of any kind, an amount (in immediately available funds) equal to its Assignment Amount. Upon any assignment by any Class Conduit to its respective Bank Investors contemplated hereunder, such Class Conduit shall cease to make any additional Incremental Transfers hereunder (it being understood that the Bank Investors, as assignees, shall (x) be obligated to effect Incremental Transfers under Section 2.2(a) in accordance with the terms thereof, notwithstanding that such Class Conduit was not so obligated and (y) not have the right to elect the commencement of the amortization of the applicable Net Investment pursuant to the definition of “Reinvestment Termination Date” notwithstanding that the Class Conduits had such right).

Bank Commitment. With respect to each Class, at At any time on or prior to the Commitment --------------- Termination Date for such Class and prior to the Termination Date (excluding a "Termination Date" occurring as a result of clause (iv) or (v) of the definition of "Termination Date"), in the event that any Senior Class Conduit for such Class does not effect acquire an Incremental Transfer Additional Investor Amount as requested under Section 2.2(a), then at any time, the Transferor shall have the right to require such Senior Class Conduit, by written notice to the Administrative Agent and such Class Conduit’s related Class Agent, Conduit to assign its interest interests in the Net Investment for such Senior Class Certificate Principal Balance in whole to the related Bank Investors for such Class pursuant to this Section 10.75.7. In addition, at any time for such Class on or prior to such the Commitment Termination Date (i) upon the occurrence of a Termination Event Pay Out Event, a Senior Class Agent may request that results in a Termination Date for such Class or (ii) the applicable Class Conduit elects to give notice to the Transferor of the Reinvestment Termination Date for such Class, the Transferor hereby requests and directs that such related Senior Class Conduit assign its interest in the Net Investment for such Senior Class Certificate Principal Balance in whole to the related Bank Investors pursuant to this Section 10.7 5.7, and (ii) if a Senior Class Conduit gives notice to the Transferor of a Reinvestment Termination Date and requests that its interest in the Senior Class Certificate Principal Balance be assigned to the related Bank Investors, such interest shall be assigned in whole to the related Bank Investors pursuant to this Section 5.7, and, in each case, the Transferor hereby agrees to pay the amounts described in Section 10.7(d5.7(d) below. Upon any such election or notice by any a Senior Class Conduit Agent or any such request by a Senior Class Conduit, the Transferor, such applicable Senior Class Conduit Agent shall make such assignment and give a notice of Assignment to the related Bank Investors and such Bank Investors shall accept thereupon be deemed to have accepted such assignment on such day (or the next day if such notice was received after 11:00 A.M. (New York time)) Assignment and shall assume all of such the applicable Senior Class Conduit’s 's obligations hereunder. No documentation or action shall be required to effect any such assignment of the Net Investment by any Class Conduit to its related Bank Investors other than, in the case of the circumstance contemplated by the first sentence hereof, the giving of the notices contemplated thereby and the forwarding of such notice by the related Class Agent to each applicable Bank Investor. In connection with any assignment Assignment from any a Senior Class Conduit to its the related Bank Investors pursuant to this Section 10.7Section, each such Bank Investor, as applicable, agrees to and Investor shall, unconditionally and irrevocably and under all circumstances, by 2:00 P.M. (New York time) the close of business on the date specified in such notice of such assignmentAssignment, pay to such Senior Class Conduit without setoff, counterclaim or defense of any kind, an amount (in immediately available funds) an amount equal to its Assignment Amount. Upon any assignment by any Class Conduit to its respective Bank Investors contemplated hereunder, such Class Conduit shall cease to make any additional Incremental Transfers hereunder Amount (it being understood that notwithstanding the foregoing assignment of Senior Class Certificate Principal Balance, the related Bank Investors, as assignees, shall (x) continue to be obligated to effect Incremental Transfers fund Additional Investor Amounts under Section 2.2(a) 2.2 in accordance with the terms thereof, notwithstanding that such Class Conduit was not so obligated thereof and (y) shall not have the right to elect the commencement of the amortization of the applicable Net Investment such Senior Class Certificate Principal Balance pursuant to the definition of “"Reinvestment Termination Date” " notwithstanding that the Class Conduits Purchaser had such right). Consent of the Transferor shall in no event be required in order for any Senior Class Conduit to assign any interest in the Senior Class Certificate Principal Balance to the related Bank Investors. Upon any Assignment by a Senior Class Conduit to the related Bank Investors contemplated hereunder, such Senior Class Conduit shall cease to acquire any Additional Investor Amounts hereunder.

Bank Commitment. With respect to each Class, at At any time on or prior to the Commitment Termination Date for such Class Date, in the event that any Class Conduit for such Class the Company does not effect an Incremental Transfer as requested under Section 2.2(a), then at any time, the Transferor shall have the right to require such Class Conduit, by written notice to the Administrative Agent and such Class Conduit’s related Class Agent, Company to assign its interest in the Net Investment for such Class in whole to the Bank Investors for such Class pursuant to this Section 10.7. In addition, at any time for such Class on or prior to such the Commitment Termination Date (i) upon the declaration of the Termination Date because of the occurrence of a Termination Event that results in a Termination Date for such Class or (ii) the applicable Class Conduit Company elects to give notice to the Transferor of the Reinvestment a Reinvest- ment Termination Date for such ClassDate, the Transferor hereby requests and directs that such Class Conduit the Company assign its interest in the Net Investment for such Class in whole to the related Bank Investors pursuant to this Section 10.7 and the Transferor hereby agrees to pay the amounts described in Section 10.7(d) below. Upon Provided that the Net Asset Test is satisfied, upon any such election by any Class Conduit the Company or any such request by the Transferor, such Class Conduit the Company shall make such assignment and the related Bank Investors shall accept such assignment on such day (or the next day if such notice was received after 11:00 A.M. (New York time)) and shall assume all of such Class Conduit’s the Company's obligations hereunder. No documentation or action shall be required to effect any such assignment of the Net Investment by any Class Conduit to its related Bank Investors other than, in the case of the circumstance contemplated by the first sentence hereof, the giving of the notices contemplated thereby and the forwarding of such notice by the related Class Agent to each applicable Bank Investor. In connection with any assignment from any Class Conduit the Company to its related the Bank Investors pursuant to this Section 10.7, each such Bank Investor, as applicable, agrees to and Investor shall, unconditionally and irrevocably and under all circumstances, by 2:00 P.M. (New York time) on the date of such assignmentas- signment, pay to such Class Conduit without setoff, counterclaim or defense of any kind, the Company an amount (in immediately available funds) equal to its Assignment Amount. In addition, at any time on or prior to the Commitment Termination Date the Transferor shall have the right to request funding under this Agree- ment 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 Company's interest in the Net Investment and assume all of the Company's obligations hereunder concurrently with or prior to any such Incremental Transfer. Upon any assignment by any Class Conduit the Company to its respective the Bank Investors contemplated hereunder, such Class Conduit the Company shall cease to make any additional Incremental Transfers hereunder (it being understood that the Bank Investors, as assignees, shall (x) be obligated to effect Incremental Transfers under Section 2.2(a) in accordance with the terms thereof, notwithstanding that such Class Conduit was not so obligated and (y) not have the right to elect the commencement of the amortization of the applicable Net Investment pursuant to the definition of “Reinvestment Termination Date” notwithstanding that the Class Conduits had such right)hereunder.

Bank Commitment. With respect to each Class, at any time on or prior to the Commitment Termination Date for such Class in the event that any Class Conduit for such Class does not effect an Incremental Transfer as requested under Section 2.2(a), then at any time, the Transferor shall have the right to require such Class Conduit, by written notice to the Administrative Agent and such Class Conduit’s related Class Agent, to assign its interest in the Net Investment for such Class in whole to the Bank Investors for such Class pursuant to this Section 10.7. In addition, at any time for such Class on or prior to such Commitment Termination Date (i) upon the occurrence of a Termination Event that results in a Termination Date for such Class or (ii) the applicable Class Conduit elects to give notice to the Transferor of the Reinvestment Termination Date for such Class, the Transferor hereby requests and directs that such Class Conduit assign its interest in the Net Investment for such Class in whole to the related Bank Investors pursuant to this Section 10.7 and the Transferor hereby agrees to pay the amounts described in Section 10.7(d) below. Upon any such election by any Class Conduit or any such request by the Transferor, such Class Conduit shall make such assignment and the related Bank Investors shall accept such assignment on such day (or the next day if such notice was received after 11:00 A.M. (New York time)) and shall assume all of such Class Conduit’s obligations hereunder. No documentation or action shall be required to effect any such assignment of the Net Investment by any Class Conduit to its related Bank Investors other than, in the case of the circumstance contemplated by the first sentence hereof, the giving of the notices contemplated thereby and the forwarding of such notice by the related Class Agent to each applicable Bank Investor. In connection with any assignment from any Class Conduit to its related Bank Investors pursuant to this Section 10.7, each such Bank Investor, as applicable, agrees to and shall, unconditionally and irrevocably and under all circumstances, by 2:00 P.M. (New York time) on the date of such assignment, pay to such Class Conduit without setoff, counterclaim or defense of any kind, an amount (in immediately available funds) equal to its Assignment Amount. Upon any assignment by any Class Conduit to its respective Bank Investors contemplated hereunder, such Class Conduit shall cease to make any additional Incremental Transfers hereunder (it being understood that the Bank Investors, as assignees, shall (x) be obligated to effect Incremental Transfers under Section 2.2(a) in accordance with the terms thereof, notwithstanding that such Class Conduit was not so obligated and (y) not have the right to elect the commencement of the amortization of the applicable Net Investment pursuant to the definition of “Reinvestment Termination Date” notwithstanding that the Class Conduits had such right).Bank

Bank Commitment. With respect to each Class, at At any time on or prior to the Commitment Termination Date for such Class Date, in the event that any Class Conduit for such Class the Company does not effect acquire an Incremental Transfer Additional Class A Invested Amount as requested under Section 2.2(a), then at any time, the Transferor shall have the right to require such Class Conduit, by written notice to the Administrative Agent and such Class Conduit’s related Class Agent, Company to assign its interest in the Net Investment for such Class in whole to the Bank Investors for such Class pursuant to this Section 10.7Section. In addition, at any time for such Class on or prior to such the Commitment Termination Date (i) upon the occurrence of a Termination Event that results in a Termination Date for such Class or (ii) if the applicable Class Conduit Company elects to give notice to the Transferor of the a Reinvestment Termination Date for such ClassDate, the Transferor hereby requests and directs that such Class Conduit the Company assign its interest in the Net Investment for such Class in whole to the related Bank Investors pursuant to this 42 Section 10.7 and the Transferor hereby agrees to pay the amounts described in Section 10.7(d5.7(d) below. 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 5.7(d) hereof, upon any such election by any Class Conduit the Company or any such request by the Transferor, such Class Conduit the Company shall make such assignment Assignment and the related Bank Investors shall accept such assignment on such day (or the next day if such notice was received after 11:00 A.M. (New York time)) Assignment and shall assume all of such Class Conduit’s the Company's obligations hereunder. No documentation or action shall be required to effect any such assignment of the Net Investment by any Class Conduit to its related Bank Investors other than, in the case of the circumstance contemplated by the first sentence hereof, the giving of the notices contemplated thereby and the forwarding of such notice by the related Class Agent to each applicable Bank Investor. In connection with any assignment Assignment from any Class Conduit the Company to its related the Bank Investors pursuant to this Section 10.7Section, each such Bank Investor, as applicable, agrees to and Investor shall, unconditionally and irrevocably and under all circumstances, by 2:00 P.M. (New York time) on the date of such assignmentAssignment, pay to such Class Conduit without setoff, counterclaim or defense of any kind, the Company an amount (in immediately available funds) equal to its Assignment Amount. In addition, at any time on or prior to the 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 the acquisition of an Additional Class A Invested Amount pursuant to Section 2.2(a) hereof 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 Company's interest in the Net Investment and assume all of the Company's obligations hereunder concurrently with or prior to any such acquisition of an Additional Class A Invested Amount. Upon any assignment Assignment by any Class Conduit the Company to its respective the Bank Investors contemplated hereunder, such Class Conduit the Company shall cease to make acquire any additional Incremental Transfers hereunder (it being understood that the Bank Investors, as assignees, shall (x) be obligated to effect Incremental Transfers under Section 2.2(a) in accordance with the terms thereof, notwithstanding that such Additional Class Conduit was not so obligated and (y) not have the right to elect the commencement of the amortization of the applicable Net Investment pursuant to the definition of “Reinvestment Termination Date” notwithstanding that the Class Conduits had such right)A Invested Amount hereunder.

Bank Commitment. With respect to each Class, at At any time on or prior to the Commitment Termination Date for such Class and prior to the Termina- tion Date (excluding a "Termination Date" occurring as a result of clause (iv) or (v) of the definition of "Termina- tion Date"), in the event that any Senior Class Conduit for such Class does not effect acquire an Incremental Transfer Additional Investor Amount as requested under Section 2.2(a), then at any time, the Transferor shall have the right to require such Senior Class Conduit, by written notice to the Administrative Agent and such Class Conduit’s related Class Agent, Conduit to assign its interest interests in the Net Investment for such Senior Class Certificate Principal Balance in whole to the related Bank Investors for such Class pursuant to this Section 10.75.7. In addition, at any time for such Class on or prior to such the Commitment Termination Date (i) upon the occurrence of a Termination Event Pay Out Event, a Senior Class Agent may re- quest that results in a Termination Date for such Class or (ii) the applicable Class Conduit elects to give notice to the Transferor of the Reinvestment Termination Date for such Class, the Transferor hereby requests and directs that such related Senior Class Conduit assign its interest in the Net Investment for such Senior Class Certificate Principal Balance in whole to the related Bank Investors pursuant to this Section 10.7 5.7, and (ii) if a Senior Class Conduit gives notice to the Transferor of a Reinvestment Termination Date and requests that its interest in the Senior Class Certifi- cate Principal Balance be assigned to the related Bank Investors, such interest shall be assigned in whole to the related Bank Investors pursuant to this Section 5.7, and, in each case, the Transferor hereby agrees to pay the amounts described in Section 10.7(d5.7(d) below. Upon Provided that the Net Asset Test is satisfied with respect to the related Senior Class, upon any such election notice by any a Senior Class Conduit Agent or any such request by a Senior Class Conduit, the Transferor, such applicable Senior Class Conduit Con- duit shall make such assignment Assignment and the related Bank Investors Inves- tors shall accept such assignment on such day (or the next day if such notice was received after 11:00 A.M. (New York time)) Assignment and shall assume all of such the applicable Senior Class Conduit’s 's obligations hereunder. No documentation or action shall be required to effect any such assignment of the Net Investment by any Class Conduit to its related Bank Investors other than, in the case of the circumstance contemplated by the first sentence hereof, the giving of the notices contemplated thereby and the forwarding of such notice by the related Class Agent to each applicable Bank Investorhereun- der. In connection with any assignment Assignment from any a Senior Class Conduit to its the related Bank Investors pursuant to this Section 10.7Sec- tion, each such Bank Investor, as applicable, agrees to and Investor shall, unconditionally and irrevocably and under all circumstances, by 2:00 P.M. (New York time) on the date of such assignmentAs- signment, pay to such Senior Class Conduit without setoff, counterclaim or defense of any kind, an amount (in immediately available funds) equal to its Assignment Amount. Upon Consent of the Transferor shall in no event be required in order for any assignment by any Senior Class Conduit to its respective assign any interest in the Senior Class Certifi- cate Principal Balance to the related Bank Investors. Upon any Assignment by a Senior Class Conduit to the related Bank Investors contemplated hereunder, such Senior Class Conduit shall cease to make acquire any additional Incremental Transfers hereunder (it being understood that the Bank Investors, as assignees, shall (x) be obligated to effect Incremental Transfers under Section 2.2(a) in accordance with the terms thereof, notwithstanding that such Class Conduit was not so obligated and (y) not have the right to elect the commencement of the amortization of the applicable Net Investment pursuant to the definition of “Reinvestment Termination Date” notwithstanding that the Class Conduits had such right)Additional Investor Amounts hereunder.

Bank Commitment. With respect to each Class, at At any time on or prior to the Commitment Termination Date for such a Class in the event that any Class Conduit for such Class does not effect an Incremental Transfer as requested under Section 2.2(a), then at any time, the Transferor shall have the right to require such Class Conduit, by written notice to the Administrative Agent and such Class Conduit’s related Class Agent, to assign its interest in the Net Investment for such Class in whole to the Bank Investors for such Class pursuant to this Section 10.7. In addition, at any time for such Class on or prior to such Commitment Termination Date (i) upon the occurrence of a Termination Event that results in a the Termination Date for such Class or (ii) at the applicable Class option of the Conduit elects to give of such Class, and upon such Conduit's giving notice to the Transferor of the Reinvestment Termination Date for such ClassTransferor, the Transferor hereby requests and directs that such Class Conduit assign its interest in the Transferred Interest for such Class and the Net Investment for such Class in whole to the related Bank Investors of such Class pursuant to this Section 10.7 9.9(a) and the Transferor hereby agrees to pay the amounts described in Section 10.7(d9.9(d) below. Upon any such election by any Class Conduit or any such request by the Transferor, such Class Conduit shall make such assignment and the related Bank Investors shall accept such assignment on such day (or the next day if such notice was received after 11:00 A.M. (New York time)) and shall assume all of such Class Conduit’s obligations hereunder. No further documentation or action on the part of any Conduit shall be required to effect any such assignment of exercise the Net Investment by any Class Conduit to its related Bank Investors rights set forth in the immediately preceding sentence, other than, in the case of the circumstance contemplated clause (i) of such sentence, receipt of notice by the first sentence hereofBank Investors of such Class from the applicable Class Agent that a Termination Date has occurred or, in the case of clause (ii) of such sentence, the giving of the notices contemplated thereby notice set forth in such clause and the forwarding delivery by the applicable Class Agent of a copy of such notice by to the related Class Agent to each applicable Bank Investor. In connection with any assignment from any Class Conduit to its related Bank Investors pursuant of such Class (the date of the receipt of a notice referred to this Section 10.7, each in such clauses being the "Effective Date"). Each Bank Investor, as applicable, agrees to and shallInvestor 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 related Conduit in immediately available funds to an account designated by the applicable Class Agent. Upon payment of its Assignment Amount, each Bank Investor shall acquire its Pro Rata Share of the Transferred Interest for such Class and the Net Investment for such Class and shall assume its respective portion of such Conduit's obligations hereunder, and such Conduit shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on the date Effective Date, one or more Bank Investors of a Class (each, a "Defaulting Bank Investor", and each Bank Investor of such assignmentClass other than any Defaulting Bank Investor being referred to as a "Non-Defaulting Bank Investor") fails to pay its Assignment Amount as specified in this Section 9.9 (the aggregate amount not so made available to the applicable Conduit being herein called the "Assignment Amount Deficit"), pay then the applicable Class Agent shall, by no later than 2:30 P.M. (New York time) on the Effective Date, instruct each Non-Defaulting Bank Investor to such Class Conduit without setoffpay, counterclaim or defense of any kindby no later than 3:00 P.M. (New York time) on the Effective Date, an amount (in immediately available funds) , to the account designated by the applicable Class Agent, 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 such Class) of the applicable Assignment Amount Deficit and (y) its unused Commitment. A Defaulting Bank Investor shall forthwith, upon demand, pay to the applicable Class 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 such Assignment AmountAmount Deficit continues to exist, each such Defaulting Bank Investor shall pay interest to the applicable Class 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 applicable Conduit. Upon any assignment by any Class a Conduit to its respective the related Bank Investors contemplated hereunder, such Class Conduit shall cease to make any additional Incremental Transfers hereunder (it being understood that the Bank Investors, as assignees, shall (x) be obligated to effect Incremental Transfers under Section 2.2(a) in accordance with the terms thereof, notwithstanding that such Class Conduit was not so obligated and (y) not have the right to elect the commencement of the amortization of the applicable Net Investment pursuant to the definition of “Reinvestment Termination Date” notwithstanding that the Class Conduits had such right)hereunder.

Bank Commitment. With respect to each Class, at At any time on or prior to the Commitment Termination Date for such Class and prior to the Termination Date (excluding a "Termination Date" occurring as a result of clause (iii), (iv) or (v) of the definition of "Termination Date"), in the event that any Senior Class Conduit for such Class does not effect acquire an Incremental Transfer Additional Investor Amount as requested under Section 2.2(a), then at any time, the Transferor shall have the right to require such Class Conduitright, by written notice to the Administrative Agent and such Class Conduit’s related applicable Senior Class Agent, to require such Senior Class Conduit to assign its interests in the Senior Class Certificate Principal Balance in whole to the related Bank Investors pursuant to this Section 5.7, and the applicable Senior Class Conduit shall have the right to assign, and does hereby assign effective as of the Assignment Date referred to below, its interest in the Net Investment for such Senior Class Certificate Principal Balance in whole to the related Bank Investors, and the Transferor agrees to pay the amounts described in Section 5.7(d) below. At any time prior to the Commitment Termination Date, in the event that (i) a Program Support Provider shall have notified the related Senior Class Agent that an event of default has occurred under a related Program Support Agreement or (ii) the Commercial Paper of any Senior Class Conduit shall not be rated at least "A-2" by Standard & Poor's and at least "P-2" by Moody's and, in either event, such Senior Class Conduit cannot, or does not, acquire an Additional Investor Amount as requested under Section 2.2(a) or otherwise fund and meet its obligation hereunder, then, upon written request of the Transferor, the Senior Class Agent shall direct and require such Senior Class Conduit to assign its interests in the Senior Class Certificate Principal Balance in whole to the related Bank Investors for such Class pursuant to this Section 10.75.7. In addition, at any time for such Class on or prior to such the Commitment Termination Date (i) upon the occurrence of a Termination Event Pay Out Event, a Senior Class Agent may request that results in a Termination Date for such Class or (ii) the applicable Class Conduit elects to give notice to the Transferor of the Reinvestment Termination Date for such Class, the Transferor hereby requests and directs that such related Senior Class Conduit assign its interest in the Net Investment for such Senior Class Certificate Principal Balance in whole to the related Bank Investors pursuant to this Section 10.7 5.7, and (ii) if a Senior Class Conduit gives notice to the Transferor and the related Senior Class Agent of a Reinvestment Termination Date and requests that its interest in the Senior Class Certificate Principal Balance be assigned to the related Bank Investors, such interest shall be assigned in whole to the related Bank Investors pursuant to this Section 5.7, and, in each case, the applicable Senior Class Conduit shall have the right to assign, and does hereby assign effective as of the Assignment Date referred to below, its interest in the Senior Class Certificate Principal Balance in whole to the related Bank Investors, and the Transferor hereby agrees to pay the amounts described in Section 10.7(d5.7(d) below. Upon any such election by any No further documentation or action on the part of the applicable Senior Class Conduit or any such request by the Transferor, such Class Conduit shall make such assignment and the related Bank Investors shall accept such assignment on such day (or the next day if such notice was received after 11:00 A.M. (New York time)) and shall assume all of such Class Conduit’s obligations hereunder. No documentation or action Transferor shall be required to effect any such assignment exercise the rights or obligations of the Net Investment by any applicable Senior Class Conduit to assign its related Bank Investors other than, interest in the case of Senior Class Certificate Principal Balance in whole to the circumstance contemplated by the first sentence hereof, the giving of the notices contemplated thereby and the forwarding of such notice by the related Class Agent to each applicable Bank Investor. In connection with any assignment from any Class Conduit to its related Bank Investors pursuant to the preceding provisions of this Section 10.75.7(a), each other than the giving of notice to the applicable Bank Investors and the Transferor by the applicable Senior Class Agent and the delivery by the applicable Senior Class Agent of a copy of any notice received from the Transferor (if applicable) (the date of receipt by the applicable Senior Class Agent of any such notice being the "Assignment Date"). Each Bank Investor, as applicable, agrees to and shallInvestor hereby agrees, unconditionally and irrevocably and under all circumstances, by 2:00 P.M. (New York time) on the date of such assignment, pay to such Class Conduit without setoff, counterclaim or defense of any kind, an to pay the full amount (of its Assignment Amount on such Assignment Date to the applicable Senior Class Conduit in immediately available funds) funds to an account designated by the related Senior Class Agent. Upon payment of its Assignment Amount, each Bank Investor shall acquire an interest in the Senior Class Certificate Principal Balance and the related Senior Class Conduit's rights hereunder equal to its Assignment Amount. Upon any assignment pro rata share (based on the outstanding portions of the Senior Class Certificate Balance funded by any Class Conduit to its respective Bank Investors contemplated hereunder, such Class Conduit shall cease to make any additional Incremental Transfers hereunder it) thereof (it being understood that notwithstanding the foregoing assignment of Senior Class Certificate Principal Balance, the related Bank Investors, as assignees, shall (x) continue to be obligated to effect Incremental Transfers fund Additional Investor Amounts under Section 2.2(a) 2.2 in accordance with the terms thereof, notwithstanding that such Class Conduit was not so obligated thereof and (y) shall not have the right to elect the commencement of the amortization of the applicable Net Investment such Senior Class Certificate Principal Balance pursuant to the definition of “"Reinvestment Termination Date” " notwithstanding that the Class Conduits Purchaser had such right). Consent of the Transferor shall in no event be required in order for any Senior Class Conduit to assign any interest in the Senior Class Certificate Principal Balance to the related Bank Investors. Upon any Assignment by a Senior Class Conduit to the related Bank Investors contemplated hereunder, such Senior Class Conduit shall cease to acquire any Additional Investor Amounts hereunder.