Original Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of the Existing Credit Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of the Existing Credit Agreement) that such party has signed a counterpart of the Existing Credit Agreement. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Original Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Van Deuren s.c., counsel for the Loan Parties, and such other local counsel opinions as may be applicable, substantially in the form of Exhibit B to the Existing Credit Agreement, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request. (c) The Lenders shall have received (i) reasonably satisfactory audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Original Effective Date as to which such financial statements are available, (ii) reasonably satisfactory unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) such other documents or information as the Administrative Agent and the Lenders shall reasonably request. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and current status or good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit C to the Existing Credit Agreement. (e) The Administrative Agent shall have received evidence satisfactory to it that the Revolving Credit Agreement has been amended to permit incurrence of the Indebtedness evidenced by the Existing Credit Agreement. (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Original Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., Chicago time, on the Original Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). The Administrative Agent and each Lender acknowledge that the conditions set forth in Section 4.01 were satisfied (or waived pursuant to Section 9.02 at or prior to 3:00 p.m., Chicago time, on the Original Effective Date.
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Original Effective Date. The obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit under this Agreement shall not become becomebecame effective until untilas of the date on which each of the following conditions is iswas satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) counsel shall have received from each party hereto either (i) a counterpart of the Existing Credit this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of the Existing Credit this Agreement) that such party has signed a counterpart of the Existing Credit this Agreement.
(b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Original Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Van Deuren s.c., counsel for the Loan Parties, and such other local counsel opinions as may be applicable, substantially in the form of Exhibit B to the Existing Credit Agreement, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request.
(c) The Lenders shall have received (i) reasonably satisfactory audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Original Effective Date as to which such financial statements are available, (ii) reasonably satisfactory unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) such other documents or information as the Administrative Agent and the Lenders shall reasonably request.
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and current status or good standing of the Borrowereach Loan Party, the authorization of the Transactions by each Loan Party and any other legal matters relating to the Loan Parties, Parties and this Agreement and the other Loan Documents or the TransactionsDocuments, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit C to the Existing Credit AgreementAgent.
(ec) The Administrative Agent shall have received evidence satisfactory to it a certificate, dated the Original Effective Date and signed by a Financial Officer of Parent, confirming that (i) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects on and as of the Original Effective Date (assuming, for this purpose, that the Revolving Credit Agreement has representation and warranty set forth in Section 3.04(b) excludes any event, condition or circumstance that is disclosed in (A) Parent’s unaudited quarterly financial statements for the fiscal quarter ended March 31, 2015 filed on Form 10-Q with the SEC or (B) any publicly available press releases of Parent or publicly available filings by Parent with the SEC released or filed prior to the date hereof, in each case excluding any such disclosure under the caption “Risk Factors” and any other disclosure that is cautionary, predictive or forward-looking in nature) and (ii) no Default shall have occurred and be continuing on the Original Effective Date, in each case after giving effect to the Transactions to occur on the Original Effective Date.
(d) Each Lender shall have received all documentation and other information required to be obtained by such Lender under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act to the extent requested not fewer than five Business Days prior to the Original Effective Date.
(e) The Guarantee Requirement shall have been amended to permit incurrence of the Indebtedness evidenced by the Existing Credit Agreementsatisfied.
(f) The Administrative Agent shall have received a favorable written opinion (addressed to the Agents, the Lenders and the Issuing Banks and dated the Original Effective Date) of each of (i) ▇▇▇▇▇▇▇ Procter LLP, counsel for Parent and the Borrowing Subsidiaries, (ii) in-house counsel for Parent and (iii) local counsel in each jurisdiction in which a Loan Party is organized and the laws of which are not covered by the opinion referred to in clause (i) above, in each case in form and substance reasonably acceptable to the Administrative Agent.
(g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Original Effective Date, including, to the extent invoicedinvoiced at least two Business Days prior to the Original Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by under the Borrower hereunder. Notwithstanding Commitment Letter, any fee letter referred to therein or this Agreement.
(h) Prior to or substantially contemporaneously with the foregoing, the obligations initial funding of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., Chicago time, on the Original Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). The Administrative Agent and each Lender acknowledge that the conditions set forth in Section 4.01 were satisfied (or waived pursuant to Section 9.02 at or prior to 3:00 p.m., Chicago time, on the Original Effective Date, all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been or shall be paid in full, the commitments thereunder shall have been or shall be terminated and all Guarantees existing in connection therewith shall have been or shall be discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. The Administrative Agent shall notifynotified Parent, the Borrowers, the Lenders and the Issuing Banks of the Original Effective Date, and such notice shall be conclusive and binding.
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Sources: Credit Agreement (TripAdvisor, Inc.)
Original Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become became effective until on the date Original Effective Date, on which date each of the following conditions is satisfied (or waived in accordance with Section 9.02):was satisfied:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of the Existing Credit this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or electronic transmission of a signed “pdf” copy of a signature page by such party of the Existing Credit Agreementa counterpart hereof) that such party has signed a counterpart of the Existing Credit this Agreement.
(b) The Administrative Agent shall have received favorable customary written opinions (addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks and dated the Original Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Van Deuren s.c.LLP and Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, counsel for the Loan PartiesBorrower, in form and such other local counsel opinions as may be applicable, substantially in the form of Exhibit B substance reasonably satisfactory to the Existing Credit Agreement, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably requestAdministrative Agent.
(c) The Lenders shall have received (i) reasonably satisfactory audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Original Effective Date as to which such financial statements are available, (ii) reasonably satisfactory unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) such other documents or information as the Administrative Agent and the Lenders shall reasonably request.
(d) The Administrative Agent shall have received such customary documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and current status or good standing of the Borrowereach Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit C to the Existing Credit AgreementAgent.
(ed) The Administrative Agent shall have received evidence satisfactory to it that a certificate, dated the Revolving Credit Agreement has been amended to permit incurrence Original Effective Date and signed by the chief executive officer or the chief financial officer of the Indebtedness evidenced by Borrower, confirming compliance with the Existing Credit Agreementconditions set forth in the first sentence of paragraph (f) of this Section, the second sentence of paragraph (j) of this Section, paragraph (n) of this Section and paragraphs (a) and (b) of Section 4.02.
(fe) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Original Effective Date, including, to the extent invoicedinvoiced at least one Business Day prior to the Original Effective Date, payment or reimbursement or payment of all reasonable out-of-pocket fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Engagement Letter or paid any Loan Document.
(f) The Collateral and Guarantee Requirement shall have been satisfied. The Administrative Agent shall have received a completed Perfection Certificate, dated the Original Effective Date and signed by an executive officer or a Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding of Loans on the Original Effective Date will be, released.
(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08.
(h) The Administrative Agent shall have received (i) the quarterly financial projections for the Borrower hereunder. Notwithstanding and its consolidated Subsidiaries for the foregoing12 months following the Original Effective Date and (ii) the annual financial projections for the Borrower and its consolidated Subsidiaries for the years 2012 and 2013.
(i) The Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04.
(j) Prior to or substantially contemporaneously with the initial funding of Loans on the Original Effective Date, all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been or shall be paid in full, the obligations commitments thereunder shall have been or shall be terminated and all guarantees and Liens existing in connection therewith shall have been or shall be discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof (collectively, the “Existing Debt Repayment”). Immediately after giving effect to the Transactions, neither the Borrower nor any Subsidiary shall have outstanding any shares of preferred stock or other preferred Equity Interests or any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) Indebtedness permitted under Section 6.01.
(k) The Administrative Agent shall have received a certificate, dated the Original Effective Date and signed by the chief financial officer of the Borrower, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions, in customary form reasonably satisfactory to the Administrative Agent.
(l) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(m) The Administrative Agent shall have received (i) a completed Borrowing Base Certificate, which shall set forth information required therein as of March 31, 2011 and shall be dated the Original Effective Date and signed by a Financial Officer of the Borrower and (ii) the results of field examinations with respect to the Eligible Accounts of the Loan Parties as of January 31, 2011.
(n) After giving effect to any Borrowing requested to be made on the Original Effective Date and the other transactions contemplated hereby to occur on such date, the Excess Availability as of the Original Effective Date shall not be less than $10,000,000. The Administrative Agent has notified the Borrower and the Lenders of the Original Effective Date, and such notice was conclusive and binding; provided, solely with respect to the matters expressly identified in the Post-Closing Letter Agreement, the satisfaction by the Loan Parties of the foregoing conditions was not required on the Original Effective Date, and was not a condition to the obligation of the Lenders to make Loans hereunder shall not become effective unless each and of the foregoing conditions is satisfied (or waived pursuant Issuing Banks to Section 9.02) at or prior issue Letters of Credit hereunder, but were required to 3:00 p.m., Chicago time, on be accomplished in accordance with the Original Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). The Administrative Agent and each Lender acknowledge that the conditions set forth in Section 4.01 were satisfied (or waived pursuant to Section 9.02 at or prior to 3:00 p.m., Chicago time, on the Original Effective DatePost-Closing Letter Agreement.
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Original Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become became effective until on the date Original Effective Date, on which date each of the following conditions is satisfied (or waived in accordance with Section 9.02):was satisfied:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of the Existing Credit this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or electronic transmission of a signed “pdf” copy of a signature page by such party of the Existing Credit Agreementa counterpart hereof) that such party has signed a counterpart of the Existing Credit this Agreement.
(b) The Administrative Agent shall have received favorable customary written opinions (addressed to the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks and dated the Original Effective Date) of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Van Deuren s.c.LLP and Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, counsel for the Loan PartiesBorrower, in form and such other local counsel opinions as may be applicable, substantially in the form of Exhibit B substance reasonably satisfactory to the Existing Credit Agreement, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably requestAdministrative Agent.
(c) The Lenders shall have received (i) reasonably satisfactory audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Original Effective Date as to which such financial statements are available, (ii) reasonably satisfactory unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) such other documents or information as the Administrative Agent and the Lenders shall reasonably request.
(d) The Administrative Agent shall have received such customary documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and current status or good standing of the Borrowereach Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit C to the Existing Credit AgreementAgent.
(ed) The Administrative Agent shall have received evidence satisfactory to it that a certificate, dated the Revolving Credit Agreement has been amended to permit incurrence Original Effective Date and signed by the chief executive officer or the chief financial officer of the Indebtedness evidenced by Borrower, confirming compliance with the Existing Credit Agreementconditions set forth in the first sentence of paragraph (f) of this Section, the second sentence of paragraph (j) of this Section, paragraph (n) of this Section and paragraphs (a) and (b) of Section 4.02.
(fe) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Original Effective Date, including, to the extent invoicedinvoiced at least one Business Day prior to the Original Effective Date, payment or reimbursement or payment of all reasonable out-of-pocket fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Engagement Letter or paid any Loan Document.
(f) The Collateral and Guarantee Requirement shall have been satisfied. The Administrative Agent shall have received a completed Perfection Certificate, dated the Original Effective Date and signed by an executive officer or a Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding of Loans on the Original Effective Date will be, released.
(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08.
(h) The Administrative Agent shall have received (i) the quarterly financial projections for the Borrower hereunder. Notwithstanding and its consolidated Subsidiaries for the foregoing12 months following the Original Effective Date and (ii) the annual financial projections for the Borrower and its consolidated Subsidiaries for the years 2012 and 2013.
(i) The Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04.
(j) Prior to or substantially contemporaneously with the initial funding of Loans on the Original Effective Date, all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been or shall be paid in full, the obligations commitments thereunder shall have been or shall be terminated and all guarantees and Liens existing in connection therewith shall have been or shall be discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof (collectively, the “Existing Debt Repayment”). Immediately after giving effect to the Transactions, neither the Borrower nor any Subsidiary shall have outstanding any shares of preferred stock or other preferred Equity Interests or any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents, (ii) Indebtedness permitted under Section 6.01 and (iii) the Existing Preferred Stock.
(k) The Administrative Agent shall have received a certificate, dated the Original Effective Date and signed by the chief financial officer of the Borrower, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions, in customary form reasonably satisfactory to the Administrative Agent.
(l) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(m) The Administrative Agent shall have received (i) a completed Borrowing Base Certificate, which shall set forth information required therein as of March 31, 2011 and shall be dated the Original Effective Date and signed by a Financial Officer of the Borrower and (ii) the results of field examinations with respect to the Eligible Accounts of the Loan Parties as of January 31, 2011.
(n) After giving effect to any Borrowing requested to be made on the Original Effective Date and the other transactions contemplated hereby to occur on such date, the Excess Availability as of the Original Effective Date shall not be less than $10,000,000. The Administrative Agent has notified the Borrower and the Lenders of the Original Effective Date, and such notice was conclusive and binding; provided, solely with respect to the matters expressly identified in the Post-Closing Letter Agreement, the satisfaction by the Loan Parties of the foregoing conditions was not required on the Original Effective Date, and was not a condition to the obligation of the Lenders to make Loans hereunder shall not become effective unless each and of the foregoing conditions is satisfied (or waived pursuant Issuing Banks to Section 9.02) at or prior issue Letters of Credit hereunder, but were required to 3:00 p.m., Chicago time, on be accomplished in accordance with the Original Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). The Administrative Agent and each Lender acknowledge that the conditions set forth in Section 4.01 were satisfied (or waived pursuant to Section 9.02 at or prior to 3:00 p.m., Chicago time, on the Original Effective DatePost-Closing Letter Agreement.
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Original Effective Date. The obligations of the Lenders to make Loans and of any Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of the Existing Credit Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of the Existing Credit Agreement) that such party has signed a counterpart of the Existing Credit Agreement.
(b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Original Effective Date) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Van Deuren s.c., counsel for the Loan Parties, and such other local counsel opinions as may be applicable, substantially in the form of Exhibit B to the Existing Credit Agreement, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request.
(c) The Lenders shall have received (i) reasonably satisfactory audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Original Effective Date as to which such financial statements are available, (ii) reasonably satisfactory unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) reasonably satisfactory financial statement projections through and including the Borrower’s 2010 fiscal year, together with such other documents or information as the Administrative Agent and the Lenders shall reasonably request.
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and current status or good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit C E to the Existing Credit Agreement.
(e) The Administrative Agent shall have received a certificate, dated the Original Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(f) The Administrative Agent shall have received evidence satisfactory to it that the Revolving Credit Agreement has been amended to permit incurrence all of the Borrower’s existing credit facilities (other than the Indebtedness evidenced by identified as continuing indebtedness in Schedule 6.01 of the Existing Credit Agreement) shall have been cancelled and terminated and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Revolving Loans).
(fg) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Original Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., Chicago time, on the Original Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). The Administrative Agent and each Lender acknowledge that the conditions set forth in Section 4.01 were satisfied (or waived pursuant to Section 9.02 at or prior to 3:00 p.m., Chicago time, on the Original Effective Date.
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