Common use of Uncommitted Incremental Facilities Clause in Contracts

Uncommitted Incremental Facilities. (a) On one or more occasions, by written notice to the Administrative Agent, the Borrower may request the establishment of one or more New Term Loan Commitments (the “New Term Loan Commitments”); provided that (i) the aggregate amount of all the New Term Loan Commitments hereunder shall not exceed the Incremental Amount and (ii) the New Term Loan Commitments shall not be less than $10,000,000 individually (or such lesser amount as approved by the Required Lenders). Each such notice shall specify (x) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 12 Business Days (or such shorter period as may be agreed to by Required Lenders) after the Offer Deadline (defined below) and (y) the amount of the New Term Loan Commitments being requested. The Borrower shall seek New Term Loan Commitments solely from the existing Lenders. Any Lender approached to provide any New Term Loan Commitment may elect or decline, in its sole discretion, to provide such New Term Loan Commitment and if any of the existing Lenders, after the expiration of 12 Business Days commencing with the date on which such Lender is notified of the New Term Loan Commitment request (the date of such expiration, the “Offer Deadline”), decline to provide such New Term Loan Commitment or fail to respond by the Offer Deadline, then no New Term Loan Commitments shall be established. (b) The New Term Loan Commitments shall be effected pursuant to one or more Incremental Joinder Agreements executed and delivered by the Borrower, each Lender providing such New Term Loan Commitments (such Lender, a “New Term Loan Lender”) and the Administrative Agent; provided that no New Term Loan Commitments shall become effective unless (i) immediately prior to and immediately after giving effect to such New Term Loan Commitments and the making of the New Term Loans thereunder and the transactions to be made on such date, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) after giving effect to such New Term Loan Commitments and the making of New Term Loans thereunder and the transactions to be made on the date of effectiveness thereof and assuming that all applicable New Term Loan Commitments are fully drawn, the Borrower shall be in pro forma compliance with Section 7.03, (iii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iv) the Borrower shall have delivered to the Agents and the Required Lenders such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Required Lenders in connection with any such transaction,