CS NYB acknowledges and agrees that the amounts described in Section 2(a) above (the “ Payoff Amount ”) constitute all amounts due and owing to the CS Purchaser Group. Upon payment in full of the Payoff Amount to CS NYB by no later than 3:00 p.m. New York City time on the date hereof, the Commitment of CS CIB shall be reduced to zero, and the members of the CS Purchaser Group shall cease to be parties to the Agreement.