OBLIGATIONS OF SUCH NON-CONSENTING
LENDER SHALL AUTOMATICALLY TERMINATE AND BECOME DUE AND PAYABLE, IN WHOLE ON
SUCH UNEXTENDED SCHEDULED MATURITY DATE, WITHOUT FURTHER NOTICE OR OTHER ACTION
TO OR BY THE BORROWER, SUCH NON-CONSENTING LENDER OR ANY OTHER PERSON, AND THE
FAILURE OF THE BORROWER TO PAY THE SAME SHALL CONSTITUTE AN EVENT OF DEFAULT
UNDER SECTION 8.1(A)(I) (WHICH EVENT OF DEFAULT MAY NOT BE WAIVED WITHOUT THE
CONSENT OF EACH LENDER, INCLUDING THE NON-CONSENTING LENDER, AS PROVIDED IN
SECTION 10.01(C)). THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL PROMPTLY
CONFIRM TO THE LENDERS SUCH EXTENSION AND THE EXTENSION EFFECTIVE DATE. AS A
CONDITION PRECEDENT TO SUCH EXTENSION, THE BORROWER SHALL DELIVER TO THE
ADMINISTRATIVE AGENT A CERTIFICATE OF EACH LOAN PARTY DATED AS OF THE EXTENSION
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 EXTENSION AND (II) IN THE
CASE OF THE BORROWER, CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH
EXTENSION, (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 REPRESENTATIONS AND WARRANTIES SPECIFICALLY
REFER TO AN EARLIER DATE, IN WHICH CASE THEY ARE TRUE AND CORRECT AS OF SUCH
EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS SECTION 2.14, THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN SUBSECTIONS (A) AND (B) OF
SECTION 5.05 SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED
PURSUANT TO SUBSECTIONS (A) AND (B), RESPECTIVELY, OF SECTION 6.01, AND (B) NO
DEFAULT EXISTS. THE BORROWER SHALL PREPAY ANY REVOLVING LOANS OUTSTANDING ON THE
EXTENSION EFFECTIVE DATE (AND PAY ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO
SECTION 3.05) TO THE EXTENT NECESSARY TO KEEP OUTSTANDING REVOLVING LOANS
RATABLE WITH ANY REVISED AND NEW PRO RATA SHARES OF ALL THE LENDERS EFFECTIVE AS
OF THE EXTENSION EFFECTIVE DATE.
(C)
THIS SECTION SHALL SUPERSEDE ANY PROVISIONS IN SECTION 10.01 TO
THE CONTRARY.
2.15
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
52
THE AGGREGATE COMMITMENTS, PROVIDED THAT AFTER GIVING EFFECT TO ALL SUCH
INCREASES, THE AGGREGATE COMMITMENTS SHALL NOT EXCEED $1,050,000,000. 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