Incremental Loan. (a) At any time prior to the Revolving Line Maturity Date, provided no Event of Default has occurred and is continuing and subject to the conditions set forth in clauses (b) and (d) below, upon prior written notice to Bank, Borrower may request up to two (2) increases to the Revolving Line (each, an “Incremental Revolving Line Commitment”) in an aggregate additional amount of Twenty-Five Million Dollars ($25,000,000) for all such increases. Any Incremental Revolving Line Commitment shall be in the amount of at least Five Million Dollars ($5,000,000) or such lower amount that represents all remaining availability pursuant to this Section 1.9(a). (b) At the time of sending such notice, Borrower shall specify the time period (such period, the “Election Period”) within which Bank is requested to respond (which Election Period shall in no event be less than ten (10) Business Days from the date of delivery of such notice to Bank); provided, that if such notice indicates that it is conditioned upon the occurrence of a specified event, such notice may be revoked if such event does not occur prior to the requested funding date. Bank shall not be obligated to participate in the Incremental Revolving Line Commitment, and Bank’s determination shall be in Bank’s sole and absolute discretion. If Bank does not respond by the end of such Election Period, Bank shall be deemed to have declined to increase the Revolving Line by the Incremental Revolving Line Commitment. (c) If the Revolving Line is increased in accordance with this Section 1.9, Bank and Borrower shall determine the effective date (the “Increase Effective Date”), and Bank shall promptly notify Borrower of the Increase Effective Date. (d) Each of the following shall be conditions precedent to the making of the Incremental Revolving Line Commitment: 1. Borrower shall deliver to Bank a certificate of Borrower dated as of the Increase Effective Date signed by a Responsible Officer of Borrower certifying and attaching the resolutions adopted by Borrower approving or consenting to such Incremental Revolving Line Commitment. 2. Each of the conditions precedent set forth in Section 2.2 shall be satisfied. 3. Borrower shall have delivered to Bank a Compliance Statement certifying as to compliance with the requirements of clause (2) above. 4. Borrower shall (x) deliver to Bank any promissory note requested by Bank in connection with the making of the increased Incremental Revolving Line Commitment and in form and substance mutually agreeable to the parties, and (y) have executed any amendments to this Agreement and the other Loan Documents as may be required by Bank and necessary to effectuate the provisions of this Section 1.9, including, if applicable, any amendment that may be necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are perfected under the Code or other applicable law to secure the Obligations in respect of the Incremental Revolving Line Commitment. 5. Borrower shall have paid (or will pay when due) to Bank any additional fees pursuant to Section 1.4 required to be paid in connection with the Incremental Revolving Line Commitment, (including an increase to the Annual Anniversary Fee and Aggregate Anniversary Fee, each on a pro rata basis, at a rate equal to zero and one twentieth of one percent (0.20%) of the Incremental Revolving Line Commitment), with such fees in respect of the Incremental Revolving Line Commitment will be incremental and proportional to other fees required to be paid to Bank in connection with the Revolving Line. 6. This Section shall supersede any provisions in Section 11.6 to the contrary. 7. Any additional Advances made available pursuant to any Incremental Revolving Line Commitment shall be treated on the same terms (including with respect to pricing and maturity) as, and made pursuant to the same documentation as is applicable to, the original Revolving Line. Upon the increase in the Revolving Line under this Section 1.9, all references in this Agreement and in any other Loan Document to the Revolving Line shall be deemed to include any increase in the Revolving Line pursuant to this Section 1.9. The Advances and Revolving Line that are subject to an increase under this Section 1.9 shall be entitled to all of the benefits afforded by this Agreement and the other Loan Documents and shall benefit equally and ratably from any guarantees and Liens provided under the Loan Documents in favor of Bank.
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Incremental Loan. (a) At any time prior to the Revolving Line Maturity Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth in clauses (b) and clause (d) below, upon prior written notice to Bank, Borrower may request up to two (2) increases one increase to the Revolving Line (each, an the “Incremental Revolving Line Commitment”) ), in an aggregate additional amount of Twenty-Five not to exceed Ten Million Dollars ($25,000,000) for all such increases. Any Incremental Revolving Line Commitment shall be in the amount of at least Five Million Dollars ($5,000,000) or such lower amount that represents all remaining availability pursuant to this Section 1.9(a10,000,000.00).
(b) At the time of sending such notice, Borrower shall specify the time period (such period, the “Election Period”) within which Bank is requested to respond (which Election Period shall in no event be less than ten fifteen (1015) Business Days from the date of delivery of such notice to Bank); provided, provided that if such notice indicates that it is conditioned upon the occurrence of a specified event, such notice may be revoked if such event does not occur prior to the requested funding date. Bank shall not be obligated to participate in extend to Borrower any portion of the Incremental Revolving Line Commitment, and Bank’s determination shall be in Bank’s sole and absolute but reasonable discretion. If Bank does not respond by the end of such Election Period, Bank shall be deemed to have declined to increase the Revolving Line by the Incremental Revolving Line CommitmentLine.
(c) If the Revolving Line is increased in accordance with this Section 1.92.8, Bank and Borrower shall determine the effective date (the “Increase Effective Date”), and Bank shall promptly notify Borrower of the Increase Effective Date.
(d) Each of the following shall be are conditions precedent to the making of the an Incremental Revolving Line Commitment:
(1. ) Borrower shall deliver to Bank a certificate of each Borrower dated as of the Increase Effective Date signed by a Responsible Officer of each such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such Incremental Revolving Line Commitment.
(2. ) Each of the conditions precedent set forth in Section 2.2 3.2 shall be satisfied.
(3. ) Borrower shall be in compliance with the financial covenants set forth in Section 6.9 hereof both as of the end of the most recently ended calendar month prior to the making of the Incremental Revolving Line Commitment and immediately after giving effect to the making of the Incremental Revolving Line Commitment on a pro forma basis (treating any Incremental Revolving Line Commitment as fully funded).
(4) Borrower shall have delivered to Bank a Compliance Statement Certificate certifying as to compliance with the requirements of clauses (2) and (3) above, together with all reasonably detailed calculations evidencing compliance with clause (23) above.
4. (5) Borrower shall (x) deliver to Bank any promissory note requested by Bank in connection with the making of the increased Incremental Revolving Line Commitment and in form and substance mutually agreeable to the parties, and (y) have executed any amendments to this Agreement and the other Loan Documents as may be required by Bank and necessary to effectuate the provisions of this Section 1.92.8, including, if applicable, any amendment that may be necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are perfected under the Code or other applicable law to secure the Obligations in respect of the Incremental Revolving Line Commitment.
5. (6) Borrower shall have paid (or will pay when due) to Bank any additional fees pursuant to Section 1.4 required to be paid in connection with the Incremental Revolving Line Commitment, (including an increase to the Annual Anniversary Fee and Aggregate Anniversary Fee, each on a pro rata basis, at a rate equal to zero and one twentieth of one percent (0.20%) of the Incremental Revolving Line Commitment), with such fees in respect of the Incremental Revolving Line Commitment will be incremental and proportional to other reasonable fees required to be paid pursuant to Bank the terms hereof in connection with the increased Revolving Line.
6. (7) Borrower shall have provided Bank evidence reasonably satisfactory to Bank that Borrower has achieved monthly Recurring Revenue, for any month, in an amount equal to or greater than Ten Million Dollars ($10,000,000.00).
(e) This Section shall supersede any provisions in Section 11.6 12.7 to the contrary.
7. (f) Any additional Advances made available pursuant to any such Incremental Revolving Line Commitment shall be treated on the same terms (including with respect to pricing and maturity) as, and made pursuant to the same documentation as is applicable to, the original Revolving Line. Upon the increase in the Revolving Line under this Section 1.92.8, all references in this Agreement and in any other Loan Document to the Revolving Line shall be deemed to include any increase in the Revolving Line pursuant to this Section 1.92.8. The Advances and Revolving Line that are subject to an increase under this Section 1.9 2.8 shall be entitled to all of the benefits afforded by this Agreement and the other Loan Documents and shall benefit equally and ratably from any guarantees and Liens provided under the Loan Documents in favor of Bank.
2.4 Section 6.9 (
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Incremental Loan. (a) At any time prior to the Revolving Line Maturity Date, provided no Default or Event of Default has occurred and is continuing and subject to the conditions set forth in clauses (b) and clause (d) below, upon prior written notice to Bank, Borrower may request up to two (2) increases one increase to the Revolving Line (each, an the “Incremental Revolving Line Commitment”) ), in an aggregate additional amount of Twenty-not to exceed Five Million Dollars ($25,000,000) for all such increases. Any Incremental Revolving Line Commitment shall be in the amount of at least Five Million Dollars ($5,000,000) or such lower amount that represents all remaining availability pursuant to this Section 1.9(a5,000,000.00).
(b) At the time of sending such notice, Borrower shall specify the time period (such period, the “Election Period”) within which Bank is requested to respond (which Election Period shall in no event be less than ten fifteen (1015) Business Days from the date of delivery of such notice to Bank); provided, provided that if such notice indicates that it is conditioned upon the occurrence of a specified event, such notice may be revoked if such event does not occur prior to the requested funding date. Bank shall not be obligated to participate in extend to Borrower any portion of the Incremental Revolving Line Commitment, and Bank’s determination shall be in Bank’s sole and absolute but reasonable discretion. If Bank does not respond by the end of such Election Period, Bank shall be deemed to have declined to increase the Revolving Line by the Incremental Revolving Line CommitmentLine.
(c) If the Revolving Line is increased in accordance with this Section 1.92.8, Bank and Borrower shall determine the effective date (the “Increase Effective Date”), and Bank shall promptly notify Borrower of the Increase Effective Date.
(d) Each of the following shall be are conditions precedent to the making of the an Incremental Revolving Line Commitment:
(1. ) Borrower shall deliver to Bank a certificate of each Borrower dated as of the Increase Effective Date signed by a Responsible Officer of each such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such Incremental Revolving Line Commitment.
(2. ) Each of the conditions precedent set forth in Section 2.2 3.2 shall be satisfied.
(3. ) Borrower shall be in compliance with the financial covenants set forth in Section 6.9 hereof both as of the end of the most recently ended calendar month prior to the making of the Incremental Revolving Line Commitment and immediately after giving effect to the making of the Incremental Revolving Line Commitment on a pro forma basis (treating any Incremental Revolving Line Commitment as fully funded).
(4) Borrower shall have delivered to Bank a Compliance Statement Certificate certifying as to compliance with the requirements of clauses (2) and (3) above, together with all reasonably detailed calculations evidencing compliance with clause (23) above.
4. (5) Borrower shall (x) deliver to Bank any promissory note requested by Bank in connection with the making of the increased Incremental Revolving Line Commitment and in form and substance mutually agreeable to the parties, and (y) have executed any amendments to this Agreement and the other Loan Documents as may be required by Bank and necessary to effectuate the provisions of this Section 1.92.8, including, if applicable, any amendment that may be necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are perfected under the Code or other applicable law to secure the Obligations in respect of the Incremental Revolving Line Commitment.
5. (6) Borrower shall have paid (or will pay when due) to Bank any additional fees pursuant to Section 1.4 required to be paid in connection with the Incremental Revolving Line Commitment, (including an increase to the Annual Anniversary Fee and Aggregate Anniversary Fee, each on a pro rata basis, at a rate equal to zero and one twentieth of one percent (0.20%) of the Incremental Revolving Line Commitment), with such fees in respect of the Incremental Revolving Line Commitment will be incremental and proportional to other reasonable fees required to be paid pursuant to Bank the terms hereof in connection with the increased Revolving Line.
6. (e) This Section shall supersede any provisions in Section 11.6 12.7 to the contrary.
7. (f) Any additional Advances made available pursuant to any such Incremental Revolving Line Commitment shall be treated on the same terms (including with respect to pricing and maturity) as, and made pursuant to the same documentation as is applicable to, the original Revolving Line. Upon the increase in the Revolving Line under this Section 1.92.8, all references in this Agreement and in any other Loan Document to the Revolving Line shall be deemed to include any increase in the Revolving Line pursuant to this Section 1.92.8. The Advances and Revolving Line that are subject to an increase under this Section 1.9 2.8 shall be entitled to all of the benefits afforded by this Agreement and the other Loan Documents and shall benefit equally and ratably from any guarantees and Liens provided under the Loan Documents in favor of Bank.
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