IN ITS PERMITTED DISCRETION THAT THE EVENT, CONDITION OR OTHER MATTER
THAT IS THE BASIS FOR SUCH NEW RESERVE OR SUCH CHANGE NO LONGER EXISTS OR HAS
OTHERWISE BEEN ADEQUATELY ADDRESSED BY THE BORROWER.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, RESERVES SHALL NOT DUPLICATE ELIGIBILITY CRITERIA
CONTAINED IN THE DEFINITION OF "ELIGIBLE INVENTORY" AND VICE VERSA, OR RESERVES
OR CRITERIA DEDUCTED IN COMPUTING THE COST OR MARKET VALUE OF ELIGIBLE INVENTORY
OR THE NET ORDERLY LIQUIDATION VALUE OF ELIGIBLE INVENTORY AND VICE VERSA.
SECTION 2.23. INCREASE IN COMMITMENTS.
(A) SO LONG AS NO DEFAULT OR EVENT OF
DEFAULT THEN EXISTS, THE BORROWER SHALL HAVE THE RIGHT AT ANY TIME, AND FROM
TIME TO TIME, TO REQUEST AN INCREASE OF THE AGGREGATE TOTAL COMMITMENTS TO AN
AMOUNT NOT TO EXCEED $800,000,000.
ANY SUCH REQUESTED INCREASE SHALL BE FIRST
MADE TO ALL EXISTING LENDERS ON A PRO RATA BASIS.
TO THE EXTENT THAT THE
EXISTING LENDERS DECLINE TO INCREASE THEIR COMMITMENTS, OR DECLINE TO INCREASE
THEIR COMMITMENTS TO THE AMOUNT REQUESTED BY THE BORROWER, THE AGENT MAY ARRANGE
FOR OTHER PERSONS TO BECOME A LENDER HEREUNDER AND TO ISSUE COMMITMENTS IN AN
AMOUNT EQUAL TO THE AMOUNT OF THE INCREASE IN THE AGGREGATE TOTAL COMMITMENTS
REQUESTED BY THE BORROWER AND NOT ACCEPTED BY THE EXISTING LENDERS (EACH SUCH
INCREASE BY EITHER MEANS, A "COMMITMENT INCREASE", AND EACH SUCH PERSON ISSUING,
OR LENDER INCREASING, ITS COMMITMENT, AN "ADDITIONAL COMMITMENT LENDER");
PROVIDED, HOWEVER, THAT (I) NO LENDER SHALL BE OBLIGATED TO PROVIDE A
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COMMITMENT INCREASE AS A RESULT OF ANY SUCH REQUEST BY THE BORROWER, AND (II)
ANY ADDITIONAL COMMITMENT LENDER WHICH IS NOT AN EXISTING LENDER SHALL BE AN
ELIGIBLE ASSIGNEE AND SHALL BE SUBJECT TO THE APPROVAL OF THE AGENT, EACH
ISSUING BANK AND THE BORROWER (EACH SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD).
EACH COMMITMENT INCREASE SHALL BE IN A MINIMUM AGGREGATE AMOUNT OF
AT LEAST $5,000,000 AND IN INTEGRAL MULTIPLES OF $5,000,000 IN EXCESS THEREOF.
(B) NO COMMITMENT INCREASE SHALL BECOME EFFECTIVE UNLESS AND UNTIL EACH OF THE
FOLLOWING CONDITIONS HAVE BEEN SATISFIED:
(I) THE BORROWER, THE AGENT, AND ANY ADDITIONAL COMMITMENT LENDER SHALL HAVE
EXECUTED AND DELIVERED A JOINDER TO THE LOAN DOCUMENTS IN SUCH FORM AS THE AGENT
MAY REASONABLY REQUIRE;
(II) THE BORROWER SHALL HAVE PAID SUCH FEES AND OTHER COMPENSATION TO THE
ADDITIONAL COMMITMENT LENDERS AS THE BORROWER AND EACH SUCH ADDITIONAL
COMMITMENT LENDERS MAY AGREE;
(III) THE BORROWER SHALL HAVE PAID SUCH ARRANGEMENT FEES TO THE AGENT AS THE
BORROWER AND THE AGENT MAY AGREE;
(IV) THE BORROWER SHALL HAVE DELIVERED TO THE AGENT AND THE LENDERS AN OPINION
OR OPINIONS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT, FROM
COUNSEL TO THE BORROWER REASONABLY SATISFACTORY TO THE AGENT (IT BEING AGREED
THAT THE COUNSEL THAT DELIVERS THE LEGAL OPINIONS ON THE CLOSING DATE SHALL BE
SATISFACTORY TO THE AGENT) AND DATED SUCH DATE;
(V) TO THE EXTENT REQUESTED BY ANY ADDITIONAL COMMITMENT LENDER, A PROMISSORY
NOTE WILL BE ISSUED AT THE