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 Enterprise 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 Enterprise to assign its Net Investment in whole to the Enterprise Bank Investors pursuant to this Section 9.7. 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 or Special Termination Date with respect to Enterprise or (iii) Enterprise elects to give notice to the Transferor of a Reinvestment Termination Date or (iv) after Enterprise elects to amortize its Net Investment or elects not to make an additional Incremental Transfer, the Transferor hereby requests and directs that Enterprise assign its Net Investment in whole to the Enterprise Bank Investors pursuant to this Section 9.7 and the Transferor hereby agrees to pay the amounts described in Section 9.7(d) below. Upon any such election by Enterprise or any such request by the Transferor, Enterprise shall be deemed to have made such assignment to the Enterprise Bank Investors and the Enterprise Bank Investors shall be deemed to have accepted such assignment from Enterprise and to have assumed all of Enterprise's obligations hereunder, in each case without any further action on the part of either Enterprise or the Enterprise Bank Investors. In connection with any assignment from Enterprise to the Enterprise Bank Investors pursuant to this Section 9.7, each Enterprise Bank Investor shall, on the date of such assignment, pay to Enterprise an amount equal to its Assignment Amount. If such Assignment Amount is not paid on such date, such Enterprise Bank Investor shall pay interest thereon to Enterprise at the per annum rate of 2% in excess of clause (x) of the definition of the Base Rate from such date until such amount is paid in full. Upon any assignment by Enterprise to the Enterprise Bank Investors contemplated hereunder, Enterprise shall cease to make any additional Incremental Transfers hereunder.

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that Enterprise 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 Enterprise to assign its interest in the Transferred Interest and the Net Investment in whole to the Enterprise Bank Investors pursuant to this Section 9.7. 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 or Special Termination Date with respect to Enterprise or (iii) Enterprise elects to give notice to the Transferor of a Reinvestment Termination Date or (iv) after Enterprise elects to amortize its Net Investment or elects not to make an additional Incremental Transfer, the Transferor hereby requests and directs that Enterprise assign its Net Investment in whole to the Enterprise Bank Investors pursuant to this Section 9.7 and the Transferor hereby agrees to pay the amounts described in Section 9.7(d) below. Upon any such election by Enterprise No further documentation or any such request by action on the Transferor, part of Enterprise shall be deemed required to have made exercise the rights set forth in the immediately preceding sentence, other than, in the case of clause (i) of such assignment to sentence, receipt of notice by the Enterprise Bank Investors from the Enterprise Agent that a Termination Date has occurred or, in the case of clause (ii) of such sentence, the giving of the notice set forth in such clause and the delivery by the Enterprise Agent of a copy of such notice to each Enterprise Bank Investors Investor (the date of the receipt of a notice referred to in such 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 Enterprise in immediately available funds to an account designated by the Enterprise Agent. Upon payment of its Assignment Amount, each Enterprise Bank Investor shall be deemed to have accepted such assignment from Enterprise acquire its Special Pro Rata Share of the Transferred Interest and to have assumed all the Investment and shall assume its respective portion of Enterprise's obligations hereunder, in each case without any further action and Enterprise shall be released from such portion of such obligations. If, by 2:00 P.M. (New York time) on the part of either Enterprise Effective Date, one or the Enterprise Bank Investors. In connection with any assignment from Enterprise to the more Enterprise Bank Investors pursuant to this Section 9.7(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 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 date of such assignmentEffective Date, pay instruct each Non-Defaulting Bank Investor to Enterprise 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 Enterprise, an amount equal to its Assignment Amount. If 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 is not Deficit and (y) its unused Commitment. 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 dateDefaulting 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 Enterprise 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 thereon to the Enterprise Agent on such Defaulting Bank Investor's portion of such remaining Assignment Amount Deficit, at the a rate per annum equal to the rate of 2% determined in excess of accordance with clause (xi) of the definition of "Base Rate" plus two percent (2%), for each day from the Base Rate from Effective Date until the date such date until Defaulting Bank Investor shall pay its portion of such amount is paid remaining Assignment Amount Deficit in fullfull to Enterprise. Upon any assignment by Enterprise to the Enterprise Bank Investors contemplated hereunder, Enterprise shall cease to make any additional Incremental Transfers hereunder.