Refinancing Term Loan Effective Date. The date (the "Refinancing Term Loan Effective Date") on which each of the following conditions shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) Holdings, (ii) the Company, (iii) each Subsidiary Guarantor and (iv) each Refinancing Term Lender; (b) 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 good standing of each Loan Party and the authorization of this Agreement, the borrowing of the Additional Tranche B-3 Term Loans and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received a favorable legal opinion, dated as of the Refinancing Term Loan Effective Date and addressed to the Administrative Agent and the Lenders from each of (A) Simpson Thacher & Bartlett LLP, New York counsel to the Loan Parties, (B) Reed Smith LLP, special regulatory counsel to the Loan Parties, (C) Faegre Baker Daniels LLP, Minnesota counsel to certain Loan Parties, (D) Rice Silbey, Reuter & Sullivan, LLP, Nevada counsel to certain Loan Parties, (E) Reinhart Boerner Van Deuren s.c., Wisconsin counsel to certain Loan Parties and (F) Moore & van Allen, North Carolina counsel to certain Loan Parties; 3 (d) (i) The Administrative Agent shall have received (x) a Loan Notice with respect to the Additional Tranche B-3 Term Loans setting forth the information specified in Section 2.02 of the Credit Agreement and (y) a notice of prepayment with respect to the prepayment of Tranche B-1 Loans required to be made pursuant to Section 2.05(d) of the Credit Agreement (the "Tranche B-1 Term Loan Prepayment") and (ii) substantially contemporaneously with the other transactions contemplated hereby, the Company shall have made the Tranche B-1 Term Loan Prepayment and shall have paid all amounts required to be paid by it in connection therewith; (e) Both before and after giving effect to this Agreement and the borrowing of the Additional Tranche B-3 Term Loans on the Refinancing Term Loan Effective Date, each of the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied (it being understood that all references to "the date of such Credit Extension" or similar language in Section 4.02 of the Credit Agreement shall be deemed to refer to the Refinancing Term Loan Effective Date), and the Administrative Agent shall have received a certificate, dated the Refinancing Term Loan Effective Date and signed by the chief financial officer of the Company, certifying as to the foregoing; and (f) the Administrative Agent shall have received payment of all fees and other amounts due and payable on or prior to the Refinancing Term Loan Effective Date and to the extent invoiced at least one Business Day prior to the Refinancing Term Loan Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Company hereunder or any other Loan Document. The Administrative Agent shall notify the Company and the Lenders of the Refinancing Term Loan Effective Date, and such notice shall be conclusive and binding.
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