FOR REVOLVING LOANS.
2.
REPRESENTATIONS AND WARRANTIES.
OBLIGORS HEREBY REPRESENT AND WARRANT TO AGENT AND LENDERS THAT NO DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AS OF THE EFFECTIVE DATE AND
THAT NO DEFAULT OR EVENT OF DEFAULT WILL ARISE FROM THE ADDITIONAL REVOLVING
LOAN COMMITMENT OR THE MAKING OF ANY REVOLVING LOAN THEREUNDER.
3.
EFFECTIVE DATE; CLOSING FEE.
FOLLOWING
THE EXECUTION OF THIS INCREASED COMMITMENT AGREEMENT BY THE INCREASING LENDERS
AND THE OBLIGORS, IT WILL BE DELIVERED TO THE AGENT FOR ACCEPTANCE BY IT AND
RECORDING BY THE AGENT PURSUANT TO THE LOAN AGREEMENT, WHEREUPON THE EFFECTIVE
DATE (THE "EFFECTIVE DATE") OF THIS INCREASED COMMITMENT AGREEMENT SHALL BE
DEEMED TO HAVE OCCURRED.
SUBJECT TO THE OCCURRENCE OF THE EFFECTIVE DATE,
BORROWER HEREBY AGREES TO PAY TO AGENT THE FEES SET FORTH IN THAT SUPPLEMENTAL
FEE LETTER OF EVEN DATE HEREWITH.
4.
NEW NOTES.
BORROWER SHALL EXECUTE AND
DELIVER TO AGENT NEW NOTES IN FAVOR OF EACH INCREASING LENDER TO REFLECT ITS
INCREASED REVOLVING LOAN COMMITMENT.
5.
NEW LENDERS.
EACH INCREASING LENDER
THAT IS NOT AN EXISTING LENDER:
(A)
AGREES THAT, UPON THE EFFECTIVENESS OF THIS
AGREEMENT, IT SHALL BE A PARTY TO THE LOAN AGREEMENT AND SHALL HAVE ALL OF THE
RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS, AND SHALL BE DEEMED TO HAVE
MADE ALL OF THE COVENANTS AND AGREEMENTS CONTAINED IN THE LOAN DOCUMENTS,
ARISING OUT OF OR OTHERWISE RELATED TO ITS LOANS AND COMMITMENTS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SUCH INCREASING LENDER ACKNOWLEDGES
AND AGREES THAT, UPON THE EFFECTIVENESS OF THIS AGREEMENT, IT SHALL BE DEEMED A
LENDER UNDER, AND BOUND BY, THE CANADIAN FACILITY INTERCREDITOR AGREEMENT;
(B)
REPRESENTS AND WARRANTS THAT IT SATISFIES
ANY ELIGIBILITY REQUIREMENTS TO BE A LENDER UNDER THE LOAN AGREEMENT; THAT IT IS
NOT A FOREIGN PERSON (I.E., A PERSON OTHER THAN A UNITED STATES PERSON FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES) OR, IF IT IS A FOREIGN PERSON, THAT
IT HAS DELIVERED TO AGENT THE DOCUMENTATION REQUIRED BY SECTION 2.10 OF THE LOAN
AGREEMENT; THAT IT HAS EXPERIENCE AND EXPERTISE IN THE MAKING OR THE PURCHASING
OF LOANS SUCH AS THE LOANS; AND THAT IT HAS RECEIVED, REVIEWED AND APPROVED A
COPY OF THE LOAN AGREEMENT (INCLUDING ALL EXHIBITS AND SCHEDULES THERETO) AND
COPIES OF ALL OTHER LOAN DOCUMENTS WHICH IT HAS REQUESTED; AND
(C)
REPRESENTS AND WARRANTS THAT IT HAS
RECEIVED SUCH FINANCIAL INFORMATION REGARDING BORROWER AND THE OTHER LOAN
PARTIES AS IT HAS REQUESTED, THAT IT HAS MADE ITS OWN INDEPENDENT INVESTIGATION
OF THE FINANCIAL CONDITION AND AFFAIRS OF BORROWER AND THE OTHER LOAN PARTIES IN
CONNECTION WITH THIS AGREEMENT, AND THAT IT HAS MADE AND SHALL CONTINUE TO MAKE
ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF BORROWER AND THE OTHER LOAN
PARTIES.
6.
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS INCREASED COMMITMENT AGREEMENT WILL BE INTERPRETED IN SUCH
MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW.
IN THE EVENT ANY
PROVISION OF THIS INCREASED COMMITMENT AGREEMENT IS OR IS