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 Bank Investors elect to make a Subsequent Funding as requested under Section 2.1(a), then at any time, the Issuer shall be considered to have directed the Company to assign its interest in the Note in whole to the Bank Investors pursuant to this Section 6.7(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 or (ii) the Company elects to give notice to the Issuer of a Notice Termination Date, the Issuer hereby requests and directs that the Company assign its interest in the Note in whole to the Bank Investors pursuant to this Section 6.7(a) and the Issuer hereby agrees to pay the amounts described in Section 6.7(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 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, together with the occurrence of the event referred to in the first sentence of this 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 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

Bank Commitment. At any time on or prior to the Commitment Termination Date, in the event that the Bank Investors elect to make a Subsequent Funding Enterprise does not effect an Incremental Transfer as requested under Section 2.1(a2.2(a), then at any time, the Issuer Transferor shall be considered have the right to have directed the Company require Enterprise to assign its interest in the Note Transferred Interest and the Net Investment in whole to the Enterprise Bank Investors pursuant to this Section 6.7(a)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 (iiiii) the Company Enterprise elects to give notice to the Issuer Transferor of a Notice Reinvestment Termination DateDate or (iv) after Enterprise elects to amortize its Net Investment or elects not to make an additional Incremental Transfer, the Issuer Transferor hereby requests and directs that the Company Enterprise assign its interest in the Note Net Investment in whole to the Enterprise Bank Investors pursuant to this Section 6.7(a) 9.7 and the Issuer Transferor hereby agrees to pay the amounts described in Section 6.7(c9.7(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 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, together with the occurrence of the event referred to in the first sentence of this paragraph, 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 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 thanthan 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 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 Enterprise, 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. 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 Enterprise. 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 the Bank Investors elect to make a Subsequent Funding Company does not effect an Advance as requested under Section 2.1(a)2.1, then at any time, the Issuer Debtor shall be considered have the right to have directed require the Company to assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 6.7(a)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 Date, or (ii) the Company elects to give notice to the Issuer Debtor of a Notice Company Termination Date, the Issuer Debtor hereby requests and directs that the Company assign its interest in the Note Net Investment in whole to the Bank Investors pursuant to this Section 6.7(a) 7.9 and the Issuer Debtor hereby agrees to pay the amounts described in Section 6.7(c7.9(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 Date 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, together with or the occurrence date of the event referred to any assignment as described in the first sentence of this paragraphSection 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 respective portion 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 thanthan 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 Bank Investors elect to make Company does not effect the Initial Funding or a Subsequent Funding as requested under Section 2.1(a)2.1, then at any time, the Issuer shall be considered have the right to have directed require the Company to assign its interest in the Note and the Net Investment in whole to the Bank Investors pursuant to this Section 6.7(a5.9(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 or (ii) in the event that the Company elects to give notice to the Issuer of a Notice an Investment Termination Date, the 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 6.7(a5.9(a) and the Issuer hereby agrees to pay the amounts described in Section 6.7(c5.9(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 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, together with the occurrence of the event referred to in the first sentence of this paragraph, 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 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 thanthan 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. 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 to the Issuer hereunder.