the date of delivery of such notice to the Lenders).
(B)LENDER ELECTIONS TO INCREASE.
EACH LENDER SHALL NOTIFY THE AGENT WITHIN SUCH
TIME PERIOD WHETHER OR NOT IT AGREES TO INCREASE ITS COMMITMENT AND, IF SO,
WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN, OR LESS THAN ITS APPLICABLE
PERCENTAGE OF SUCH REQUESTED INCREASE.
ANY LENDER NOT RESPONDING WITHIN SUCH
TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE ITS COMMITMENT.
(C)NOTIFICATION BY AGENT; ADDITIONAL LENDERS.
THE AGENT SHALL NOTIFY THE
BORROWER AND EACH LENDER OF THE LENDERS' RESPONSES TO EACH REQUEST MADE
HEREUNDER.
TO ACHIEVE THE FULL AMOUNT OF A REQUESTED INCREASE, AND SUBJECT TO
THE APPROVAL OF THE AGENT, THE BORROWER MAY ALSO INVITE ADDITIONAL ELIGIBLE
ASSIGNEES TO BECOME LENDERS PURSUANT TO A JOINDER AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO THE AGENT AND ITS COUNSEL.
(D)EFFECTIVE DATE AND ALLOCATIONS.
IF THE AGGREGATE COMMITMENT IS INCREASED IN
ACCORDANCE WITH THIS SECTION, THE AGENT AND THE BORROWER SHALL DETERMINE THE
EFFECTIVE DATE (THE "INCREASE EFFECTIVE DATE") AND THE FINAL ALLOCATION OF SUCH
INCREASE.
THE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND THE LENDERS OF THE
FINAL ALLOCATION OF SUCH INCREASE AND THE INCREASE EFFECTIVE DATE.
(E)CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A CONDITION PRECEDENT TO SUCH
INCREASE, THE BORROWER SHALL DELIVER TO THE AGENT A CERTIFICATE OF THE BORROWER
DATED AS OF THE INCREASE EFFECTIVE DATE (IN SUFFICIENT COPIES FOR EACH LENDER)
SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER (I) CERTIFYING AND ATTACHING
RESOLUTIONS ADOPTED BY THE BORROWER APPROVING OR CONSENTING TO SUCH INCREASE,
AND (II) CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH INCREASE, (A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III HEREOF AND THE OTHER
LOAN DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF THE INCREASE EFFECTIVE DATE,
EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER
TO AN EARLIER DATE, IN WHICH CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER
DATE AND (B) NO DEFAULT OR EVENT OF DEFAULT EXISTS.
(F)REALLOCATION.
WITH RESPECT TO ANY INCREASE OF THE AGGREGATE COMMITMENT, EACH
EXISTING LENDER SHALL BE DEEMED TO HAVE SOLD TO EACH NEW LENDER, AND EACH NEW
LENDER SHALL BE DEEMED TO HAVE PURCHASED FROM EACH EXISTING LENDER, A PORTION OF
SUCH EXISTING LENDER'S LOANS THEN OUTSTANDING SUCH THAT, AFTER GIVING EFFECT TO
ANY SUCH INCREASE IN THE AGGREGATE COMMITMENT, EACH EXISTING LENDER AND EACH NEW
LENDER SHALL OWN ITS APPLICABLE PERCENTAGE OF THE LOANS THEN OUTSTANDING.
(G)CONFLICTING PROVISIONS.
THIS SECTION SHALL SUPERSEDE ANY PROVISIONS IN
SECTION 9.10 OR 9.1 TO THE CONTRARY.
SECTION 1.13
DEFAULTING LENDERS.
(A)
ADJUSTMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IF ANY LENDER BECOMES A DEFAULTING LENDER, THEN,
UNTIL SUCH TIME AS THAT LENDER IS NO LONGER A DEFAULTING LENDER, TO THE EXTENT
PERMITTED BY APPLICABLE LAW:
(I)
WAIVERS AND AMENDMENTS.
SUCH DEFAULTING LENDER'S RIGHT TO
APPROVE OR DISAPPROVE ANY AMENDMENT, WAIVER OR CONSENT WITH RESPECT TO THIS
AGREEMENT SHALL BE RESTRICTED AS SET FORTH IN THE DEFINITION OF "REQUIRED