Conditions to Restatement and Advances. No Lender (including the Swingline Lender) shall be obligated to make any Advance hereunder from and after the Restatement Date, nor shall any Lender, the Administrative Agent or the Managing Agents be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Managing Agents:
(a) This Agreement and all other Transaction Documents or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Managing Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Restatement Date, each in form and substance satisfactory to the Administrative Agent.
(b) Each Managing Agent shall be satisfied with the results of the due diligence review performed by it and each Lender shall have received all necessary internal approvals.
(c) The Borrower shall have paid all fees required to be paid by it on the Restatement Date, including all fees required hereunder and under the Fee Letters to be paid as of such date, and shall have reimbursed each Lender and the Administrative Agent for all fees, costs and expenses related to the transactions contemplated hereunder and under the other Transaction Documents, including the legal and other document preparation costs incurred by any Lender and/or the Administrative Agent.
(d) The Required Equity Investment shall be maintained. The Administrative Agent shall promptly notify each Lender of the satisfaction or waiver of the conditions set forth above.
