Common use of Offer to Lenders Clause in Contracts

Offer to Lenders. Each Lender may, in its sole discretion, commit to participate in such Incremental Facility by forwarding its commitment thereto to Agent within thirty (30) days after receiving notification from the Agent, in form and substance reasonably satisfactory to Borrower; provided that no existing Lender will be required to increase its respective commitment without its consent (and if any Lender has not affirmatively responded within thirty (30) days of receiving a written request to provide such Incremental Facility (and the proposed terms therefor) with confirmation of its interest in providing its respective commitment increase, then such Lender shall be deemed to have declined such opportunity); provided further that each Lender may participate through its respective Affiliates or Approved Funds who shall provide an administrative questionnaire and tax forms as may be required by the Agent. Borrower shall allocate the commitments to be made as part of the Incremental Facility to the Lenders from which it has received commitments; provided that, each participating Lender shall be entitled to at least its Pro Rata Percentage of the proposed Incremental Facility (such Lenders, Affiliates or Approved Funds, the “Incremental Term Loan Lenders”). Nothing in this Agreement shall be construed to obligate any Lender to participate in any Incremental Facility (each Lender’s decision to be made in its own discretion).