Common use of Conditions Precedent to Initial Advances Clause in Contracts

Conditions Precedent to Initial Advances. The effectiveness of this Agreement and of the obligation of each Lender hereunder to make its initial Advance hereunder shall be subject to receipt in satisfactory form or waiver by the Administrative Agent of the following conditions precedent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Servicer and the Guarantor as in effect on the date of this Agreement; (c) a certificate of a Responsible Officer of the Borrower, certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Early Amortization Event, Unmatured Event of WEIL:\99621584\14\35899.0654 Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (d) a certificate of a Responsible Officer or secretary of ACV Capital LLC, in its capacities as the Servicer and the Seller, certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that the representations and warranties of ACV Capital LLC set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) that no Early Amortization Event, Unmatured Event of Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer or secretary of the Parent certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that the representations and warranties of the Parent set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) that no Early Amortization Event, Unmatured Event of Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) financing statements, duly filed on or before the date of this Agreement, under the UCC in each jurisdiction necessary to perfect the security interest of the Administrative Agent in the Collateral, as contemplated by this Agreement; (g) completion of “Know Your Customer” procedures customary for a transaction of this type and reasonably requested by the Administrative Agent and any Lender; (h) legal opinions (addressed to each of the Secured Parties) of one or more firms of counsel to the Borrower, the Seller, the Servicer and the Parent in form and substance acceptable to the Administrative Agent and its counsel with respect to (i) enforceability, corporate power, due authorization, execution and delivery and legal, valid and binding obligation, in each case, in respect of the Facility Documents, (ii) certain UCC matters, including validity and perfection of security interests created pursuant to the Facility Documents, (iii) no consents or approvals, (iv) no conflict with Applicable Law or material documents, (v) Investment Company Act (vi) true sale and non-consolidation of the Borrower and (vii) any other opinions customary for a transaction of this type or reasonably requested by the Administrative Agent and its counsel; (i) evidence reasonably satisfactory to it that the Collection Account shall have been established; WEIL:\99621584\14\35899.0654 (j) evidence that (x) all fees or original issue discount, as applicable, to be received by the Administrative Agent and each Lender on or prior to the date of the initial Advance pursuant to the Lender Fee Letter; and (y) the accrued reasonable and documented out-of-pocket and third party fees and expenses of the Administrative Agent and the Lenders associated with the review, preparation, execution and delivery of the Facility Documents and the closing of the transactions contemplated hereby and thereby; and the reasonable and documented fees and expenses of Xxxx, Gotshal & Xxxxxx LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby, shall have been paid by the Borrower, in each case, to the extent such fees and expenses were invoiced to the Borrower at least two (2) Business Days prior to such date; and (k) any other deliverable that is customary for a transaction of this type and reasonably requested by the Administrative Agent.

Conditions Precedent to Initial Advances. The effectiveness obligation of this Agreement each Lender to make its initial Advance, and of the obligation of each Lender hereunder Issuing Bank to make issue its initial Advance Letter of Credit, on the occasion of the initial Credit Extension hereunder shall be is subject to receipt in satisfactory form or waiver by the Administrative Agent of the following conditions precedent: (a) The Administrative Agent shall have received the Notes payable to the order of each of the Facility Documents Lenders, respectively, duly executed and delivered by the parties thereto, which shall each be in full force and effect;Borrower. (b) The Lenders shall be reasonably satisfied with the organizational and legal structure and capitalization of the Borrower and each Subsidiary, including the terms and conditions of (i) the charter, bylaws, partnership agreement and other organizational documents, and each class of capital stock or other equity interest, of the Borrower and each Subsidiary, (ii) of each agreement or instrument relating to such structure (including, without limitation, intercompany tax sharing, cost sharing and management agreements) or capitalization and (iii) existing Debt (including, without limitation, equipment vendor financing) of the Borrower and each Subsidiary. Credit Agreement (c) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent and CSI (including the accrued fees and disbursements of special New York counsel and special Puerto Rico counsel to the Administrative Agent and CSI). (d) The Administrative Agent shall have received the following, each dated the date of the initial Borrowing hereunder (unless otherwise specified) in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (i) With respect to each Credit Party that is a corporation, (A) a copy of the certificate or articles of incorporation, as amended, of such Credit Party, certified by the Secretary of State or other appropriate official of the jurisdiction of its organization as of a date reasonably near the initial Borrowing; (B) a certificate of the Secretary of the Borrower certifying (I) that attached thereto is a true and complete copies copy of the Constituent Documents bylaws of the Borrower, the Servicer and the Guarantor each Credit Party as in effect on the date of such certificate and as in effect at all times since a date prior to the date of the resolutions described in item (II) below, (II) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of each Credit Party authorizing the execution, delivery and performance of such of the Loan Documents to which such Credit Party is a party, and each other document or instrument which is to be delivered by it in connection with this Agreement; Agreement after the date hereof and (c) a certificate of a Responsible Officer in the case of the Borrower) authorizing the Borrowings hereunder, certifying (i) as to its Constituent Documentsand that such resolutions have not been modified, rescinded or amended and are in full force and effect, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iiiIII) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as certificate or articles of incorporation of the Closing Date Credit Parties have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to clause (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ivA) no Early Amortization Event, Unmatured Event of WEIL:\99621584\14\35899.0654 Default or Event of Default has occurred and is continuing, above and (vIV) as to the incumbency and specimen signature of each of its Responsible Officers the officers of each Credit Party executing the Loan Documents to which such Credit Party is to be a party, or any other document or instrument delivered in connection therewith; (C) a copy of a certificate of the Secretary of State of the jurisdiction of incorporation and the jurisdiction doing business of each Credit Party as of a date reasonably near the initial Borrowing certifying that Credit Agreement (I) such Credit Party has paid all franchise taxes to the date of such certificate and (II) such Credit Party is duly incorporated, in good standing and authorized to execute engage in business, as the Facility case may be, under the laws of the applicable jurisdiction; and (D) all documents evidencing other necessary corporate action and governmental and third party consents and approvals, if any, reasonably requested by any Lender through the Administrative Agent. (ii) With respect to each Credit Party that is a partnership or other entity (other than a corporation), copies of the partnership agreement and other organizational document, together with such proof of authority, as shall be equivalent to those delivered pursuant to the foregoing clause (i) and as shall have been reasonably requested by the Administrative Agent or any Lender through the Administrative Agent. (iii) The Subsidiary Guaranty duly executed and delivered by each Subsidiary of the Borrower. (iv) The Holdings Pledge Agreement duly executed and delivered by Holdings. (v) The Obligor Pledge Agreement duly executed and delivered by the Borrower and Lambda Communications, Incorporado. (vi) The Puerto Rico Security Documents required by Section 5.01(n) to be executed and delivered on the date of the initial Credit Extension duly executed and delivered by each Obligor stated to be a party thereto in proper form for filing, when such filing is required by applicable law, and the payment of all required documentary stamps, recording fees, taxes and all other costs and expenses relating to the filing and recordation of such Puerto Rico Security Documents. (vii) A certificate of a Financial Officer of the Borrower, in substantially the form of Exhibit G, attesting that each of the Borrower and each of its Subsidiaries is Solvent after giving effect to the transactions contemplated hereby. (viii) A Borrowing Base Certificate as at the date of the initial Borrowing hereunder. Credit Agreement (ix) A certificate of a Financial Officer of the Borrower as to the matters set forth in clauses (i) and (ii) of Section 3.02 (a) substantially in the form of Exhibit H hereto. (x) A favorable opinion of Xxxxx Xxxxxxxxxx & Xxxxx, special New York counsel for the Credit Parties, in form and substance satisfactory to the Administrative Agent (and each Obligor hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (xi) A favorable opinion of Xxxxxxx, Xxxxx & Xxxxx, special Puerto Rico counsel for the Credit Parties, in form and substance satisfactory to the Administrative Agent (and each Obligor hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (xii) A favorable opinion of Xxxxxxxxxx & Xxxxx, special communications counsel for the Credit Parties, in form and substance satisfactory to the Administrative Agent (and each Obligor hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (xiii) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent (and the Administrative Agent hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (xiv) A favorable opinion of Fiddler, Xxxxxxxx & Xxxxxxxxx, special Puerto Rico counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent (and the Administrative Agent hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (xv) An acceptance of its appointment as agent for the service of process, in substantially the form of Exhibit K, duly executed and delivered by Centennial Cellular. (e) The Lenders shall have received evidence Credit Agreement satisfactory to them that all approvals of governmental authorities and regulatory bodies and third party consents (including, without limitation, all Telecommunications Approvals and any consents or approvals from the PRTC) that are necessary or desirable for the execution, delivery and performance by each Credit Party of each Loan Document to which it is a party; (d) a certificate , the consummation of a Responsible Officer or secretary of ACV Capital LLC, in its capacities as the Servicer and the Seller, certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that thereby and the representations and warranties of ACV Capital LLC set forth in the Facility Documents to which it is a party are true and correct in all material respects as completion of the Closing Date (except to the extent such representations build-out, activation and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) that no Early Amortization Event, Unmatured Event of Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer or secretary operational capacity of the Parent certifying (iPCS System contemplated by Section 3.01(f) as to have been obtained by the Borrower and its Constituent DocumentsSubsidiaries, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement are in full force and the other Facility Documents to which it is a party effect and the transactions contemplated thereby, (iii) that the representations and warranties of the Parent set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) that no Early Amortization Event, Unmatured Event of Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;have become final. (f) financing statements, duly filed on or before The Lenders shall have received evidence satisfactory to them that the date of this Agreement, under the UCC in each jurisdiction necessary to perfect the security interest build-out and activation of the Administrative Agent in PCS System has been completed and that the Collateral, as contemplated by this Agreement;operational capacity of the PCS System is sufficient to provide service to at least 80% of the population of Puerto Rico. (g) completion The Lenders shall have received and be satisfied with the terms and conditions of “Know Your Customer” procedures customary for a transaction the Interconnection Agreements, the Facilities Agreement and of this type and reasonably requested by the Administrative Agent and any Lender;each Marketing Agreement. (h) legal opinions (addressed to each of the Secured Parties) of one or more firms of counsel to the Borrower, the Seller, the Servicer and the Parent in form and substance acceptable to the Administrative Agent and its counsel with respect to (i) enforceability, corporate power, due authorization, execution and delivery and legal, valid and binding obligation, in each case, in respect of the Facility Documents, (ii) certain UCC matters, including validity and perfection of security interests created pursuant to the Facility Documents, (iii) no consents or approvals, (iv) no conflict with Applicable Law or material documents, (v) Investment Company Act (vi) true sale and non-consolidation of the The Borrower and (vii) any other opinions customary for a transaction of this type or reasonably requested by the Administrative Agent and its counsel; (i) evidence reasonably satisfactory to it that the Collection Account shall will have been established; WEIL:\99621584\14\35899.0654 (j) evidence that (x) all fees or original issue discount, as applicable, to be received by the Administrative Agent and each Lender Contributed Equity on or prior to the date of the initial Advance pursuant Borrowing (after giving effect to the Lender Fee Letter; and any Initial Distribution to be made on such date) of not less than $55,000,000. (yi) the accrued reasonable and documented out-of-pocket and third party fees and expenses The Administrative Agent shall have received evidence that, by virtue of the Administrative Agent Security Documents, and the Lenders associated with filing or registration of all required documents and the reviewtaking of all other required action, preparation, execution and delivery it shall have for the benefit of the Facility Documents and the closing Lenders a perfected security interest in all of the transactions contemplated hereby and thereby; and the reasonable and documented fees and expenses of Xxxx, Gotshal & Xxxxxx LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby, shall have been paid by the Borrower, in each case, Collateral to the extent such fees and expenses were invoiced then required by Section 5.01(n) subject to the Borrower at least two (2) Business Days no equal or prior to such date; andLien. (kj) any other deliverable that is customary for a transaction of this type The Administrative Agent shall have received the Century-ML Consent and reasonably requested Agreement entered into by the Administrative Agentparties thereto.

Conditions Precedent to Initial Advances. The effectiveness of this Agreement and of the obligation of each Lender hereunder to make its initial Advance hereunder shall be is subject to receipt in satisfactory form or waiver by the Administrative Agent of the following conditions precedent: (a) The Agent shall have received from the Borrower A Notes payable to the order of each of the Facility Documents Lenders, respectively, duly executed and delivered by the parties thereto, which shall each be in full force and effect;Borrower. (b) true The Lenders shall be reasonably satisfied with the corporate and complete copies legal structure and capitalization of the Constituent Documents Borrower and each Subsidiary of the Borrower, including the Servicer terms and conditions of, as the case may be, the joint venture agreement, charter, bylaws and each class of capital stock or other equity interest of the Borrower and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization and the Guarantor amount, parties, terms and conditions of the existing Debt of the Borrower and each such Subsidiary. (c) The Borrower shall have paid all accrued fees and expenses of the Lender Agents (including the accrued fees and disbursements of counsel to the Agent). (d) The Lenders shall be reasonably satisfied with the insurance maintained by the Borrower and each of its Subsidiaries. (e) The Agent shall have received on or before the day of the initial Borrowing the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent and (except for the B Notes) in sufficient copies for each Lender: (i) With respect to the Borrower and each of its Subsidiaries, (A) a certificate of the Secretary of the Borrower certifying (I) that attached thereto is a true and complete copy of the joint venture agreement of the Borrower and all amendments thereto as in effect on the date of this Agreement; such certificate, (cII) that attached thereto is a certificate of a Responsible Officer true and complete copy of the Borrower, certifying bylaws of each Subsidiary of the Borrower as in effect on the date of such certificate and such bylaws of such Subsidiaries as in effect at all times since a date prior to the date of the resolutions described in item (iIII) as to its Constituent Documentsbelow, (iiIII) as to its that attached thereto is a true and complete copy of the resolutions or other action adopted by the management board of its the Borrower and by the board of directors of each Subsidiary of the Borrower authorizing, as the case may be, the execution, delivery and performance of this Agreement, the Notes, the Guarantee Agreement and each other document or members approving instrument which is to be delivered by it in connection with this Agreement after the date hereof and authorizing the other Facility Documents to which it is a party Borrowings hereunder or otherwise, and the transactions contemplated therebythat such resolutions have not been modified, rescinded or amended and are in full force and effect, (iiiIV) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as certificate or articles of incorporation of the Closing Date Subsidiaries of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to clause (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ivB) no Early Amortization Event, Unmatured Event of WEIL:\99621584\14\35899.0654 Default or Event of Default has occurred and is continuing, below and (vV) as to the incumbency and specimen signature of each of the officers of the Borrower and its Responsible Officers authorized to execute Subsidiaries executing, as the Facility Documents to which it is case may be, this Agreement, the Notes and the Guarantee Agreement, or any other document or instrument delivered in connection herewith or therewith; (B) a party;copy of the certificate or articles of incorporation, as amended, of each of the Borrower's Subsidiaries, certified by the Secretary of State or other appropriate official of the state of its organization as of a date reasonably near the initial Borrowing; and (C) all documents evidencing other necessary corporate action and governmental and third party consents and approvals (including good standing certificates), if any, reasonably requested by the Agent or any Lender through the Agent. (dii) With respect to each of the Venturers, Century/Texas and the Parent Companies, (A) a certificate of a Responsible Officer the Secretary or secretary an Assistant Secretary of ACV Capital LLC, in its capacities as the Servicer and the Seller, such Person certifying (iI) as to that attached thereto is a true and complete copy of the resolutions of the Board of Directors of such Person (x) approving its Constituent Documents, Negative Pledge Agreement and (iiy) as to its resolutions or other action authorizing the execution and delivery of its board of directors Negative Pledge Agreement and each other document or members approving instrument which is to be delivered by it in connection with this Agreement and after the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that the representations and warranties of ACV Capital LLC set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) that no Early Amortization Event, Unmatured Event of Default or Event of Default has occurred and is continuing, date hereof and (vII) as to the incumbency and specimen signature of each of the officers of such Person executing its Responsible Officers authorized Negative Pledge Agreement or any other document or instrument delivered in connection herewith or therewith and (B) all documents evidencing other necessary corporate action and governmental and third party consents and approvals, if any, with respect to execute such Persons and the Facility Documents to which it Negative Pledge Agreements (including good standing certificates). (iii) The Guarantee Agreement, duly executed by each of the Borrower's Subsidiaries (if any). (iv) The Negative Pledge Agreements, duly executed by each of the Venturers, Century/Texas and the Parent Companies. (v) A certificate of the Secretary of the Borrower certifying that attached thereto is a party;true and complete copy of the Management Agreement as in effect on the date of such certificate. (evi) a A certificate of a Responsible Officer or secretary the Secretary of the Parent Borrower certifying that attached thereto is a true and complete copy of the Asset Purchase Agreements as in effect on the date of such certificate, together with copies of the assignments by which all right, title and interest of Century Communications in such Asset Purchase Agreements have been assigned to the Borrower. (ivii) as A certificate of the Chief Financial Officer of the Borrower, in substantially the form of Exhibit G, attesting to its Constituent Documents, (ii) as to its resolutions or other action the Solvency of its board of directors or members approving this Agreement the Borrower and the other Facility Documents Borrower and its Subsidiaries taken as whole after giving effect to which it is a party and the transactions contemplated thereby, hereby. (iiiviii) that the representations and warranties of the Parent set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) that no Early Amortization Event, Unmatured Event of Default or Event of Default has occurred and is continuing, and (v) A certificate as to the incumbency and specimen signature Rate Ratio substantially in the form of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;Exhibit E. (fix) financing statementsA favorable opinion of (A) Xxxxx Xxxxxxxxxx & Xxxxx, duly filed on or before the date of this Agreement, under the UCC in each jurisdiction necessary to perfect the security interest of the Administrative Agent in the Collateral, as contemplated by this Agreement; (g) completion of “Know Your Customer” procedures customary counsel for a transaction of this type and reasonably requested by the Administrative Agent and any Lender; (h) legal opinions (addressed to each of the Secured Parties) of one or more firms of counsel to the Borrower, substantially in the Sellerform of Exhibit I-1 and (B) internal counsel to Citizens Utilities and Citizens Cable, substantially in the Servicer and form of Exhibit I-2. (x) A favorable opinion of Xxxx, Raywid & Xxxxxxxxx, special communications counsel for the Parent Borrower, substantially in the form of Exhibit J. (xi) A favorable opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Agent, in form and substance acceptable satisfactory to the Administrative Agent and its counsel with respect to (i) enforceability, corporate power, due authorization, execution and delivery and legal, valid and binding obligation, in each case, in respect of the Facility Documents, (ii) certain UCC matters, including validity and perfection of security interests created pursuant to the Facility Documents, (iii) no consents or approvals, (iv) no conflict with Applicable Law or material documents, (v) Investment Company Act (vi) true sale and non-consolidation of the Borrower and (vii) any other opinions customary for a transaction of this type or reasonably requested by the Administrative Agent and its counsel;Agent. (ixii) evidence Such other documents as the Agent or any Lender through the Agent may reasonably satisfactory to it that the Collection Account shall have been established; WEIL:\99621584\14\35899.0654 (j) evidence that (x) all fees or original issue discount, as applicable, to be received by the Administrative Agent and each Lender on or prior to the date of the initial Advance pursuant to the Lender Fee Letter; and (y) the accrued reasonable and documented out-of-pocket and third party fees and expenses of the Administrative Agent and the Lenders associated with the review, preparation, execution and delivery of the Facility Documents and the closing of the transactions contemplated hereby and thereby; and the reasonable and documented fees and expenses of Xxxx, Gotshal & Xxxxxx LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby, shall have been paid by the Borrower, in each case, to the extent such fees and expenses were invoiced to the Borrower at least two (2) Business Days prior to such date; and (k) any other deliverable that is customary for a transaction of this type and reasonably requested by the Administrative Agentrequest.

Conditions Precedent to Initial Advances. The effectiveness of this Agreement and of the obligation of each Lender hereunder to make its initial Advance hereunder shall be is subject to receipt in satisfactory form or waiver by the Administrative Agent of the following conditions precedent: (a) The Administrative Agent shall have received the Notes payable to the order of each of the Facility Documents Lenders, respectively, duly executed and delivered by the parties thereto, which shall each be in full force and effect;Borrower. (b) The Lenders shall be reasonably satisfied with the organizational and legal structure and capitalization of the Borrower and each Subsidiary, including the terms and conditions of the charter, bylaws, partnership agreement and other organizational documents, and each class of capital stock or other equity interest, of the Borrower and each Subsidiary and of each agreement or instrument relating to such structure or capitalization and the amount, parties, terms and conditions of the existing Debt of the Borrower and each such Subsidiary. (c) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent and CSI (including the accrued fees and disbursements of counsel to the Administrative Agent and CSI). (d) The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated the date hereof (unless otherwise specified) in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (i) With respect to each Obligor that is a corporation, (A) a copy of the certificate or articles of incorporation, as amended, of such Obligor, certified by the Secretary of State or other appropriate official of the jurisdiction of its organization as of a date reasonably near the initial Borrowing; (B) a certificate of the Secretary of the Borrower certifying (I) that attached thereto is a true and complete copies copy of the Constituent Documents bylaws of the Borrower, the Servicer and the Guarantor each Obligor as in effect on the date of such certificate and as in effect at all times since a date prior to the date of the resolutions described in item (II) below, (II) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of each Obligor authorizing the execution, delivery and performance of such of the Loan Documents to which such Obligor is a party, and each other document or instrument which is to be Credit Agreement delivered by it in connection with this Agreement; Agreement after the date hereof and (c) a certificate of a Responsible Officer in the case of the Borrower) authorizing the Borrowings hereunder, certifying (i) as to its Constituent Documentsand that such resolutions have not been modified, rescinded or amended and are in full force and effect, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iiiIII) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as certificate or articles of incorporation of the Closing Date Obligors have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to clause (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ivA) no Early Amortization Event, Unmatured Event of WEIL:\99621584\14\35899.0654 Default or Event of Default has occurred and is continuing, above and (vIV) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility officers of each Obligor executing the Loan Documents to which it such Obligor is to be a party, or any other document or instrument delivered in connection therewith; and (C) all documents evidencing other necessary corporate action and governmental and third party consents and approvals, if any, reasonably requested by any Lender through the Administrative Agent. (ii) With respect to each Obligor that is a party; partnership or other entity (d) other than a certificate corporation), copies of a Responsible Officer or secretary the partnership agreement and other organizational document, together with such proof of ACV Capital LLCauthority, in its capacities as shall be equivalent to those delivered pursuant to the Servicer and the Seller, certifying foregoing clause (i) and as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that the representations and warranties of ACV Capital LLC set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) that no Early Amortization Event, Unmatured Event of Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer or secretary of the Parent certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that the representations and warranties of the Parent set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) that no Early Amortization Event, Unmatured Event of Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) financing statements, duly filed on or before the date of this Agreement, under the UCC in each jurisdiction necessary to perfect the security interest of the Administrative Agent in the Collateral, as contemplated by this Agreement; (g) completion of “Know Your Customer” procedures customary for a transaction of this type and have been reasonably requested by the Administrative Agent and or any Lender;Lender through the Administrative Agent. (hiii) legal opinions (addressed to The Subsidiary Guaranty duly executed and delivered by each Subsidiary of the Secured PartiesBorrower that is a Puerto Rico Company or that owns any equity interest in a Minority Owned Entity. (iv) A certificate of one or more firms the Chief Financial Officer of counsel to the Borrower, in substantially the Sellerform of Exhibit E, attesting to the Servicer Solvency of the Borrower and the Parent Borrower and its Subsidiaries taken as whole after giving effect to the transactions contemplated hereby. (v) A favorable opinion of Xxxxx Xxxxxxxxxx & Xxxxx, special New York counsel for the Borrower, in form and substance acceptable satisfactory to the Administrative Agent (and its the Borrower hereby instructs such counsel with respect to (i) enforceability, corporate power, due authorization, execution and delivery and legal, valid and binding obligation, in each case, in respect of the Facility Documents, (ii) certain UCC matters, including validity and perfection of security interests created pursuant deliver such opinion to the Facility Documents, (iii) no consents or approvals, (iv) no conflict with Applicable Law or material documents, (v) Investment Company Act Lenders and the Administrative Agent). (vi) true sale A favorable opinion of Xxxxx Xxxxxxxx, special Puerto Rico counsel for the Borrower, in form and non-consolidation substance satisfactory to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). Credit Agreement (vii) A favorable opinion of Xxxxxxxxxx & Xxxxx, special communications counsel for the Borrower, in form and substance satisfactory to the Administrative Agent(and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). (viii) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (e) The Acquisition shall have been (or shall be simultaneously) consummated in accordance with the terms of the Acquisition Agreements, including the schedules and exhibits thereto (except for any modifications, supplements or waivers thereof, or written consents or determinations made by any of the parties thereto, each of which shall be reasonably satisfactory to the Majority Lenders), and the Administrative Agent shall have received a certificate of a senior officer of the Borrower to such effect and to the effect that attached thereto are true and complete copies of the documents delivered in connection with the closing thereunder (viito the extent that the Administrative Agent shall have requested the same), together with (in the case of each legal opinion delivered to the Borrower pursuant thereto) any other opinions customary for a transaction of this type or reasonably requested letter from each Person delivering such opinion authorizing reliance thereon by the Administrative Agent and its counsel; (i) evidence reasonably satisfactory to it that the Collection Account shall have been established; WEIL:\99621584\14\35899.0654 (j) evidence that (x) all fees or original issue discount, as applicable, to be received by the Administrative Agent and each Lender on or prior to the date of the initial Advance pursuant to the Lender Fee Letter; and (y) the accrued reasonable and documented out-of-pocket and third party fees and expenses of the Administrative Agent and the Lenders associated with the review, preparation, execution and delivery of the Facility Documents and the closing of the transactions contemplated hereby and thereby; and the reasonable and documented fees and expenses of Xxxx, Gotshal & Xxxxxx LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby, shall have been paid by the Borrower, in each case, to the extent such fees and expenses were invoiced to the Borrower at least two (2) Business Days prior to such date; and (k) any other deliverable that is customary for a transaction of this type and reasonably requested by the Administrative AgentLenders.