BE NECESSARY OR APPROPRIATE
(WITH THE EFFECTIVENESS OF SUCH ADDITIONAL TRANCHE 2 LENDER'S ADDITIONAL TRANCHE
2 COMMITMENT TO OCCUR UPON DELIVERY OF SUCH ADDITIONAL TRANCHE 2 COMMITMENT
AGREEMENT TO THE ADMINISTRATIVE AGENT, THE PAYMENT OF ANY FEES REQUIRED IN
CONNECTION THEREWITH AND THE SATISFACTION OF THE OTHER CONDITIONS IN THIS
SECTION 2.20 TO THE REASONABLE SATISFACTION OF THE ADMINISTRATIVE AGENT), (II)
THE TRANCHE 2/3 BORROWERS SHALL, IN COORDINATION WITH THE ADMINISTRATIVE AGENT,
REPAY ALL OUTSTANDING LOANS OF THE LENDERS, AND INCUR NEW LOANS FROM THE LENDERS
SO THAT EACH OF THE TRANCHE 2 LENDERS PARTICIPATE IN EACH BORROWING PRO RATA ON
THE BASIS OF THEIR RESPECTIVE TRANCHE 2 COMMITMENTS (AFTER GIVING EFFECT TO ANY
INCREASE IN THE TOTAL TRANCHE 2 COMMITMENT PURSUANT TO THIS SECTION 2.20) AND
WITH THE TRANCHE 2/3 BORROWERS BEING OBLIGATED TO PAY THE RESPECTIVE TRANCHE 2
LENDERS THE COSTS OF THE TYPE REFERRED TO IN SECTION 2.15 IN CONNECTION WITH ANY
SUCH REPAYMENT AND/OR BORROWING, (III) ALL OF THE OUTSTANDING TRANCHE 2 LETTERS
OF CREDIT SHALL HAVE BEEN RETURNED BY EACH RESPECTIVE BENEFICIARY TO THE ISSUING
AGENT AND SHALL EITHER HAVE BEEN CANCELLED AND/OR EXCHANGED FOR NEW OR AMENDED
TRANCHE 2 LETTERS OF CREDIT WHICH GIVE EFFECT TO SUCH ADDITIONAL TRANCHE 2
COMMITMENT, (IV) IF SUCH ADDITIONAL TRANCHE 2 LENDER IS NOT A UNITED STATES
PERSON (AS SUCH TERM IS DEFINED IN SECTION 7701(A)(3) OF THE CODE) FOR U.S.
FEDERAL INCOME TAX PURPOSES AND SUCH ADDITIONAL TRANCHE 2 LENDER IS ISSUING
LETTERS OF CREDIT FOR THE ACCOUNT OF A U.S. BORROWER OR U.S. BORROWERS, SUCH
ADDITIONAL TRANCHE 2 LENDER SHALL PROVIDE TO SUCH U.S. BORROWER OR U.S.
BORROWERS THE APPROPRIATE INTERNAL REVENUE SERVICE DOCUMENTATION DESCRIBED IN
SECTION 2.16, (V) THE TRANCHE 2/3 BORROWERS SHALL DELIVER TO THE ADMINISTRATIVE
AGENT RESOLUTIONS AUTHORIZING THE INCURRENCE OF THE OBLIGATIONS TO BE INCURRED
PURSUANT TO EACH ADDITIONAL TRANCHE 2 COMMITMENT, TOGETHER WITH EVIDENCE OF GOOD
STANDING OF THE TRANCHE 2/3 BORROWERS (IF REQUESTED) IN THE CASE OF TRANCHE 2/3
BORROWERS ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF, OR
ANY OTHER JURISDICTION WHERE THE CONCEPT OF "GOOD STANDING" IS APPLICABLE, AND
(VI) THE TRANCHE 2/3 BORROWERS SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN
OPINION, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, FROM COUNSEL TO THE TRANCHE 2/3 BORROWERS REASONABLY SATISFACTORY TO
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THE ADMINISTRATIVE AGENT AND DATED SUCH DATE, COVERING SUCH MATTERS SIMILAR TO
THOSE SET FORTH IN THE OPINIONS OF COUNSEL DELIVERED TO THE LENDERS ON THE
EFFECTIVE DATE PURSUANT TO SECTION 5.01(B) AND SUCH OTHER MATTERS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY EACH TRANCHE 2 LENDER AND TRANCHE 3 LENDER AS TO THE OCCURRENCE
OF EACH ADDITIONAL TRANCHE 2 COMMITMENT DATE, AND (W) ON EACH SUCH DATE, THE
TOTAL TRANCHE 2 COMMITMENT UNDER, AND FOR ALL PURPOSES OF, THIS AGREEMENT SHALL
BE INCREASED BY THE AGGREGATE AMOUNT OF SUCH ADDITIONAL TRANCHE 2 COMMITMENTS,
(X) ON EACH SUCH DATE SCHEDULE 2.01 SHALL BE DEEMED