Conditions Precedent to Effectiveness of Agreement The obligation of the Banks to undertake the Facility A Commitment and the Facility B Commitment and the effectiveness of this Agreement are subject to the prior or contemporaneous fulfillment of each of the following conditions: (a) The Administrative Agent and the Banks shall have received each of the following: (i) the certificate of the Borrower dated as of the Agreement Date, confirming the effectiveness of the Security Documents. (ii) a certificate of each Restricted Subsidiary of the Borrower (including all License Subs existing as of the Agreement Date) dated as of the Agreement Date, confirming the effectiveness of the Security Documents. (iii) duly executed Notes; (iv) legal opinions of Wilm▇▇, ▇▇tl▇▇ & Pick▇▇▇▇▇, ▇▇ecial corporate, local and securities counsel to the Borrower and its Subsidiaries; each addressed to each Bank and the Administrative Agent, and dated as of the Agreement Date; (v) all such other documents as the Administrative Agent or any Bank may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Administrative Agent and the Banks shall have received evidence satisfactory to them that all Necessary Authorizations, including all necessary consents to the closing of this Agreement and the other Loan Documents, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation, and the Administrative Agent and the Banks shall have received a certificate of an Authorized Signatory so stating. (c) The Borrower shall certify to the Administrative Agent and the Banks that each of the representations and warranties in Article 4 hereof and each other Loan Document are true and correct as of the Agreement Date and that no Default or Event of Default then exists or is continuing. (d) There shall not exist as of the Agreement Date any action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened against or in any manner relating adversely to, the Borrower, any of its Subsidiaries, any of their respective properties, the ProNet Merger or the transactions contemplated hereby, which could be expected to have a Materially Adverse Effect. (e) No event shall have occurred and no condition shall exist which, in the judgment of the Administrative Agent, has had or could be expected to have a materially adverse effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries from that reflected in the audited annual financial statements for the fiscal year ending December 31, 1996 or the Form 10-Q for the fiscal quarter ending June 30,