Liquidity Bank, or in the case of an Investor Funding, willing to become a
Committed Investor through the Commitment Termination Date for the related
Committed Investor; provided that (i) the notifying Committed Investor or
Liquidity Bank, as the case may be, receives payment in full of all Aggregate
Unpaids owing to it (whether due or accrued), and (ii), in the case of a
Liquidity Funding, the replacement Liquidity Bank otherwise satisfies the
requirements of the Liquidity Agreement.
SECTION 4.6 DEFAULT RATE.
From and after the occurrence of an Amortization Event, all Liquidity Fundings
and Investor Fundings shall accrue Yield at the Default Rate.
SECTION 4.7 REPLACEMENT OF COMMITTED INVESTORS ON THE EXISTING COMMITMENT
TERMINATION DATE; PURCHASE ACCOUNT DEPOSIT.
(a) With respect to any Committed Investor, Seller may, at its sole expense and
effort, on the applicable Commitment Termination Date then in effect with
respect to such Committed Investor (the "Existing Commitment Termination Date")
replace any Non-Renewing Investor with one or more other Committed Investors
(which may include any existing Committed Investor, each such Person prior to
such existing Commitment Termination Date, an "Additional Investor") each of
which Additional Investor shall have entered into an Assignment and Acceptance
pursuant to which such Additional Investor shall, effective as of such Existing
Commitment Termination Date, undertake a commitment as a Committed Investor to
make Purchases hereunder (and, if any such Additional Investor is already a
Committed Investor, its Commitment shall be increased by the applicable amount
on such date). The right of Seller to replace any such Committed Investor with
an Additional Investor shall be subject to the conditions that (i) the
Commitment of the Additional Investor (determined as of such Existing Commitment
Termination Date) shall in no event be less than $7,500,000 and (ii) the
Additional Investor shall be an Eligible Assignee. Any Additional Investor who
is not an Existing Committed Investor shall become an Additional Investor only
upon the consent of the Administrative Agent.
(b) If, at any time during the Revolving Period either (i) any Committed
Investor has not agreed to extend its Commitment hereunder for an additional 364
day period commencing on such Committed Investor's Commitment Termination Date
and such Committed Investor has not been replaced by an Additional Investor
(each such Committed Investor, a "Non-Renewing Investor"), on and after the
fifteenth (15th) day preceding such Committed Investor's Commitment Termination
Date to and including such Committed Investor's Commitment Termination Date, or
(ii) a Downgrading Event shall occur with respect to a Committed Investor that
has not been replaced (a "Downgraded Investor") then, Seller may request a
deposit (a "Purchase Account Deposit") to be made to a Purchase Account by
delivering to such Non-Renewing Investor or such Downgraded Investor, as
applicable, (with a copy to the Administrator) a Notice of Committed Investor
Purchase in substantially the form attached hereto as Exhibit XI not later than
1:00 P.M. (New York City time), on the date of such proposed funding of such
Purchase Account Deposit. Each such Notice of Committed Investor Purchase