in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
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binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments.
Each Lender that purchases a participation pursuant to this
Section shall from and after such purchase have the right to give all notices,
requests, demands, directions and other communications under this Agreement with
respect to the portion of the Obligations purchased to the same extent as though
the purchasing Lender were the original owner of the Obligations purchased.
2.13
INCREASE IN COMMITMENTS.
(A)
PROVIDED THERE EXISTS NO DEFAULT, UPON
NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY THE LENDERS),
THE BORROWER MAY FROM TIME TO TIME, REQUEST AN INCREASE IN THE AGGREGATE
COMMITMENTS BY AN AMOUNT (FOR ALL SUCH REQUESTS) NOT EXCEEDING $100,000,000;
PROVIDED THAT EACH SUCH INCREASE SHALL BE IN AN AMOUNT AT LEAST EQUAL TO
$10,000,000.
AT THE TIME OF SENDING SUCH NOTICE, THE BORROWER (IN CONSULTATION
WITH THE ADMINISTRATIVE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH
LENDER IS REQUESTED TO RESPOND (WHICH SHALL IN NO EVENT BE LESS THAN TEN
BUSINESS DAYS FROM THE DATE OF DELIVERY OF SUCH NOTICE TO THE LENDERS).
EACH
LENDER SHALL NOTIFY THE ADMINISTRATIVE 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 PRO RATA SHARE OF SUCH REQUESTED INCREASE.
ANY LENDER NOT RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO HAVE
DECLINED TO INCREASE ITS COMMITMENT.
THE ADMINISTRATIVE 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, THE BORROWER MAY
ALSO INVITE ADDITIONAL ELIGIBLE ASSIGNEES TO BECOME LENDERS PURSUANT TO A
JOINDER AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE BORROWER, THE
ADMINISTRATIVE AGENT AND ITS COUNSEL.
(B)
IF THE AGGREGATE COMMITMENTS ARE INCREASED
IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL
DETERMINE THE EFFECTIVE DATE (THE "INCREASE EFFECTIVE DATE") AND THE FINAL
ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE
BORROWER AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH INCREASE AND THE
INCREASE EFFECTIVE DATE.
AS A CONDITION PRECEDENT TO SUCH INCREASE, THE
BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF EACH LOAN
PARTY DATED AS OF THE INCREASE EFFECTIVE DATE (IN SUFFICIENT COPIES FOR EACH
LENDER) SIGNED BY A RESPONSIBLE OFFICER OF SUCH LOAN PARTY (I) CERTIFYING AND
ATTACHING THE RESOLUTIONS ADOPTED BY SUCH LOAN PARTY APPROVING OR CONSENTING TO
SUCH INCREASE, AND (II) IN THE CASE OF THE BORROWER, CERTIFYING THAT, BEFORE AND
AFTER GIVING EFFECT TO SUCH INCREASE, (A) THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE V AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT ON AND
AS OF THE EXTENSION EFFECTIVE DATE, EXCEPT TO THE EXTENT THAT SUCH