Common use of Conditions Precedent; Effectiveness Clause in Contracts

Conditions Precedent; Effectiveness. As provided in Section 3 above, the amendment and restatement of the Existing Credit Agreement contemplated hereby shall become effective, as of the date (the “Restatement Effective Date”) and effective simultaneously with and as of the time of receipt by the Lender Agent of the SP 1 Payoff Amount in the manner described above in Section 2 (“Effective Time”), upon which the following conditions precedent have been satisfied (or waived by the Existing Lenders): (a) Existing Lenders shall have received reasonably satisfactory evidence that there shall have been no material adverse change in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of IHHI and its Subsidiaries, taken as a whole, since September 30, 2012. (b) On the Restatement Effective Date, the following statements shall be true and the Lender Agent shall have received a certificate signed by a duly authorized officer of the Borrowers and the Amendment Parties, dated the Restatement Effective Date, setting forth the following: (i) Except as set forth on Schedule 3.12A to the Restated Credit Agreement, there is no pending or (to the knowledge of the Borrowers or the Amendment Parties) threatened action or proceeding affecting the Borrowers or the Amendment Parties or any of their respective Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect. (ii) Each of the representations and warranties set forth in Sections 5(b) and (c) hereof. (iii) No event or circumstance shall have occurred that has or reasonably could be expected to have a Material Adverse Effect as to the Borrowers and the Amendment Parties. (c) The Borrowers shall have paid to the Lender Agent on the Restatement Effective Date: (i) the SP 1 Payoff Amount for the benefit of SP 1 from the proceeds of the Loans to be disbursed under the Restated Credit Agreement, (ii) the repurchase price in an aggregate amount equal to $840,868.25, to SP 1 pursuant to the Repurchase Agreement (as defined below) from the proceeds of the Loans to be disbursed under the Restated Credit Agreement, and (iii) all reasonable and documented invoiced fees and expenses of the Lender Agent and the Existing Lenders (including the reasonable and documented invoiced fees and expenses of counsel to the Lender Agent). (d) The Lender Agent shall have received on or before the Restatement Effective Date the following in form and substance reasonably satisfactory to the Lender Agent and in sufficient copies for the Lender: (i) A copy of the articles of incorporation for each Borrower and a copy of the articles of organization for each Amendment Party, certified by the Secretary of State for the state of incorporation or organization dated as of a recent date reasonably satisfactory to the Lender Agent prior to the Restatement Effective Date. (ii) A certificate of good standing issued by the applicable state of incorporation or organization for each Borrower and each Amendment Party, certified by the Secretary of State for the state of incorporation or organization dated as of a recent date reasonably satisfactory to the Lender Agent prior to the Restatement Effective Date. (iii) The bylaws or operating agreement for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (iv) An incumbency certificate (officers and directors, or managers and members) for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (v) The resolutions duly adopted by the board of directors of each Borrower and the resolutions duly adopted by all managers of each Amendment Party, authorizing the transactions set forth in this Agreement. (vi) A favorable opinion of counsel licensed to practice law and in good standing in the State of California for PCHI, Ganesha, WMC-A, WMC-SA, Coastal and Xxxxxxx, addressed to the Lender Agent and the Existing Lenders, dated as of the Restatement Effective Date and in form and substance reasonably satisfactory to the Lender Agent. (vii) A favorable opinion of counsel licensed to practice law and in good standing in the State of Nevada for IHHI, addressed to the Lender Agent and the Existing Lenders, dated as of the Restatement Effective Date and in form and substance reasonably satisfactory to the Lender Agent. (viii) The Lender Agent shall have received from each Borrower and each Amendment Party the results of recent UCC searches with respect to each Borrower and each Amendment Party, which are reasonably satisfactory to the Lender Agent. (e) The Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (f) The Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party (i) a counterpart of the Confirmation attached as Exhibit B hereto (the “Confirmation”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of the Confirmation) that such party has signed a counterpart of the Confirmation. (g) The Lender Agent (and its counsel) shall have received from IHHI (i) Amendment No. 1 to the Common Stock Warrant for SPCP Group, LLC attached as Exhibit C-1 hereto, Amendment No. 1 to the Common Stock Warrant for KPC Resolution Company, LLC attached as Exhibit C-2 hereto and Amendment No. 1 to the Common Stock Warrant for Xxxx X. Xxxxxxxxx, M.D. attached as Exhibit C-3 hereto (together, the “Warrant Amendments”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of each Warrant Amendment) that such party has signed a counterpart of each of the Warrant Amendments. (h) Contemporaneously herewith, IHHI shall have purchased the Common Stock Warrant from SPCP Group IV, LLC pursuant to the terms of the Warrant Repurchase Agreement attached as Exhibit D hereto (the “Repurchase Agreement”). (i) Upon consummation of the repurchase of the Common Stock Warrant pursuant to the Repurchase Agreement, the Lender Agent (and its counsel) shall have received from IHHI the Common Stock Warrant for SPCP Group, LLC attached as Exhibit E hereto signed on behalf of such party.

Conditions Precedent; Effectiveness. As provided in Section 3 above(a) Subject to paragraph (b) of this Section, the amendment and restatement effectiveness of this Amendment is subject to the Existing Credit Agreement contemplated hereby shall become effective, as satisfaction of the date (the “Restatement Effective Date”) and effective simultaneously with and as of the time of receipt by the Lender Agent of the SP 1 Payoff Amount in the manner described above in Section 2 (“Effective Time”), upon which the following conditions precedent have been satisfied (or waived by the Existing Lenders): (a) Existing Lenders shall have received reasonably satisfactory evidence that there shall have been no material adverse change in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of IHHI and its Subsidiaries, taken as a whole, since September 30, 2012. (b) On the Restatement Effective Date, the following statements shall be true and the Lender Agent shall have received a certificate signed by a duly authorized officer of the Borrowers and the Amendment Parties, dated the Restatement Effective Date, setting forth the following: (i) Except as set forth on Schedule 3.12A to the Restated Credit Agreement, there is no pending or (to the knowledge of the Borrowers or the Amendment Parties) threatened action or proceeding affecting the Borrowers or the Amendment Parties or any of their respective Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect. (ii) Each of the representations and warranties set forth in Sections 5(b) and (c) hereof. (iii) No event or circumstance shall have occurred that has or reasonably could be expected to have a Material Adverse Effect as to the Borrowers and the Amendment Parties. (c) The Borrowers shall have paid to the Lender Agent on the Restatement Effective Dateprecedent: (i) the SP 1 Payoff Amount for the benefit Administrative Agent shall have executed a counterpart of SP 1 from the proceeds this Amendment and shall have received (A) a counterpart of this Amendment executed on behalf of the Loans to be disbursed under Borrower and (B) properly completed Consents that, when taken together, bear the Restated Credit Agreement,signatures of Existing Lenders representing the Required Lenders; (ii) the repurchase price in an aggregate amount equal to $840,868.25Administrative Agent shall have received a certificate, to SP 1 pursuant to dated the Repurchase Agreement (as defined below) from the proceeds First Amendment Effective Date and signed on behalf of the Loans to be disbursed under Borrower by a Financial Officer, confirming compliance with the Restated Credit Agreement, representations set forth in Section 5 hereof; and (iii) all reasonable and documented invoiced fees and expenses of the Lender Agent and the Existing Lenders (including the reasonable and documented invoiced fees and expenses of counsel to the Lender Agent). (d) The Lender Administrative Agent shall have received the Amendment Fees and all other fees and other amounts due and payable to it on or before prior to the Restatement First Amendment Effective Date Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. (b) The effectiveness of the Pricing Amendment is further subject to the satisfaction of the following in form and substance reasonably satisfactory to the Lender Agent and in sufficient copies for the Lenderadditional conditions precedent: (i) A copy of the articles of incorporation for each Borrower and a copy of the articles of organization for each Amendment Party, certified by the Secretary of State for the state of incorporation or organization dated as of a recent date reasonably satisfactory to the Lender Agent prior to the Restatement Effective Date. (ii) A certificate of good standing issued by the applicable state of incorporation or organization for each Borrower and each Amendment Party, certified by the Secretary of State for the state of incorporation or organization dated as of a recent date reasonably satisfactory to the Lender Agent prior to the Restatement Effective Date. (iii) The bylaws or operating agreement for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (iv) An incumbency certificate (officers and directors, or managers and members) for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (v) The resolutions duly adopted by the board of directors of each Borrower and the resolutions duly adopted by all managers of each Amendment Party, authorizing the transactions set forth in this Agreement. (vi) A favorable opinion of counsel licensed to practice law and in good standing in the State of California for PCHI, Ganesha, WMC-A, WMC-SA, Coastal and Xxxxxxx, addressed to the Lender Agent and the Existing Lenders, dated as of the Restatement Effective Date and in form and substance reasonably satisfactory to the Lender Agent. (vii) A favorable opinion of counsel licensed to practice law and in good standing in the State of Nevada for IHHI, addressed to the Lender Agent and the Existing Lenders, dated as of the Restatement Effective Date and in form and substance reasonably satisfactory to the Lender Agent. (viii) The Lender Administrative Agent shall have received from each Borrower (A) properly completed Pricing Amendment Consents that, when taken together, bear the signatures of all the Existing Term/Tranche A LC Lenders (other than any Replaced Lenders) and each Amendment Party the results of recent UCC searches with respect to each Borrower and each Amendment Party, which are reasonably satisfactory to the Lender Agent. (e) The Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party either (iB) a counterpart of this Agreement Amendment signed on behalf of such party or each New Lender; and (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementReplacement Payments shall have been made in full. (fc) The Lender Agent This Amendment shall become effective as of the first date (and its counselthe “First Amendment Effective Date”) on which the conditions precedent set forth in paragraph (a) of this Section shall have received from each Borrower and each been satisfied; provided, however, that, notwithstanding effectiveness of this Amendment, the Pricing Amendment Party shall [[NYCORP:2679581v6:4454W:02/23/07--03:20 p]] not become effective until the later of (i) a counterpart the first date on which the conditions precedent set forth in paragraphs (a) and (b) of the Confirmation attached as Exhibit B hereto this Section shall have been satisfied and (ii) March 11, 2007 (the “ConfirmationPricing Amendment Effective Date”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to ). The Administrative Agent shall notify the Lender Agent (which may include telecopy transmission of a signed signature page Borrower and the Lenders of the Confirmation) that First Amendment Effective Date and the Pricing Amendment Effective Date, and such party has signed a counterpart of the Confirmationnotice shall be conclusive and binding. (g) The Lender Agent (and its counsel) shall have received from IHHI (i) Amendment No. 1 to the Common Stock Warrant for SPCP Group, LLC attached as Exhibit C-1 hereto, Amendment No. 1 to the Common Stock Warrant for KPC Resolution Company, LLC attached as Exhibit C-2 hereto and Amendment No. 1 to the Common Stock Warrant for Xxxx X. Xxxxxxxxx, M.D. attached as Exhibit C-3 hereto (together, the “Warrant Amendments”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of each Warrant Amendment) that such party has signed a counterpart of each of the Warrant Amendments. (h) Contemporaneously herewith, IHHI shall have purchased the Common Stock Warrant from SPCP Group IV, LLC pursuant to the terms of the Warrant Repurchase Agreement attached as Exhibit D hereto (the “Repurchase Agreement”). (i) Upon consummation of the repurchase of the Common Stock Warrant pursuant to the Repurchase Agreement, the Lender Agent (and its counsel) shall have received from IHHI the Common Stock Warrant for SPCP Group, LLC attached as Exhibit E hereto signed on behalf of such party.

Conditions Precedent; Effectiveness. As provided in Section 3 aboveSubject to the other terms and conditions hereof, this Amendment, and the amendment amendments and restatement of the Existing Credit Agreement contemplated hereby terms set forth herein, shall not become effective, as of the date (the “Restatement Effective Date”) and effective simultaneously with and as of the time of receipt by the Lender Agent of the SP 1 Payoff Amount in the manner described above in Section 2 (“Effective Time”), upon which until the following conditions precedent have been satisfied (or waived by met to the Existing Lenders):sole and complete satisfaction of Agent and its counsel: (a) Existing Lenders shall have received reasonably satisfactory evidence that there shall have been no material adverse change in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of IHHI and its Subsidiaries, taken as a whole, since September 30, 2012. (b) On the Restatement Effective Date, the following statements shall be true and the Lender Agent shall have received a certificate signed by a the following documents, each duly authorized officer executed and delivered to the Agent, for the benefit of the Borrowers Banks, and the Amendment Parties, dated the Restatement Effective Date, setting forth the followingeach to be satisfactory in form and substance to Agent and its counsel: (i) Except as set forth on Schedule 3.12A to the Restated Credit Agreement, there is no pending or (to the knowledge of the Borrowers or the Amendment Parties) threatened action or proceeding affecting the Borrowers or the Amendment Parties or any of their respective Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect.this Amendment; (ii) Each the Facility C Term Note; (iii) the Fourth Deed of Trust; (iv) the New Deed of Trust; (v) a Reaffirmation of that certain Environmental Indemnity Agreement dated June 3, 1993, reaffirming the warranties and representations made by Borrower thereunder; (vi) a certificate signed by the executive president and chief financial officer of Borrower dated as of the Second Amendment Closing Date, stating that the representations and warranties set forth in Sections 5(bArticle 5 of the Agreement are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, stating that Borrower is on such date in compliance with all the terms and conditions set forth in the Agreement on its part to be observed and performed, and stating that on such date, and after giving effect to the making of any initial Loan no Default or Event of Default has occurred or is continuing; (vii) a certificate of the Secretary of Borrower dated as of the Second Amendment Closing Date certifying (1) that there have been no amendments to the Certificate of Incorporation of Borrower since May 30, 1996; (2) that there have been no amendments to the By-laws of Borrower since May 30, 1996, other than the amendment dated December 4, 1996, attached thereto; (3) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of Borrower, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents; and (c4) hereof. (iii) No event or circumstance shall have occurred that has or reasonably could be expected to have a Material Adverse Effect as to the Borrowers incumbency and genuineness of the Amendment Parties.signatures of the officers of Borrower executing this Agreement or any of the other Loan Documents; (cviii) The Borrowers shall have paid copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Agent in the Collateral and evidence in a form acceptable to the Lender Agent on the Restatement Effective Date:Majority Banks that such Liens constitute valid and perfected first priority Liens; (iix) the SP 1 Payoff Amount a Good Standing Certificate for the benefit of SP 1 from the proceeds of the Loans to be disbursed under the Restated Credit Agreement, (ii) the repurchase price in an aggregate amount equal to $840,868.25, to SP 1 pursuant to the Repurchase Agreement (as defined below) from the proceeds of the Loans to be disbursed under the Restated Credit Agreement, and (iii) all reasonable and documented invoiced fees and expenses of the Lender Agent and the Existing Lenders (including the reasonable and documented invoiced fees and expenses of counsel to the Lender Agent). (d) The Lender Agent shall have received on or before the Restatement Effective Date the following in form and substance reasonably satisfactory to the Lender Agent and in sufficient copies for the Lender: (i) A copy of the articles of incorporation for each Borrower and a copy Certification of the articles of organization for each Amendment PartyAccount Status, certified issued by the Secretary of the State for the state of incorporation or organization Texas, dated as of a recent date reasonably satisfactory close to the Lender Agent prior to the Restatement Effective Second Amendment Closing Date.; (iix) A certificate certified copies of good standing issued by Borrower=s casualty and liability insurance policies with evidence of the applicable state payment of incorporation or organization for each Borrower the premium therefor, together, in the case of such casualty policies, with loss payable and each Amendment Party, certified by the Secretary of State for the state of incorporation or organization dated mortgagee endorsements on Agent=s standard form naming Agent as of a recent date reasonably satisfactory to the Lender Agent prior to the Restatement Effective Date.loss payee; (iiixi) The bylaws or operating agreement for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (iv) An incumbency certificate (officers and directors, or managers and members) for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (v) The resolutions duly adopted by the board of directors of each Borrower and the resolutions duly adopted by all managers of each Amendment Party, authorizing the transactions set forth in this Agreement. (vi) A favorable written opinion of Xxxxxx & Carlton, counsel licensed to practice law and in good standing in the State of California for PCHI, Ganesha, WMC-A, WMC-SA, Coastal and Xxxxxxx, addressed to the Lender Agent and the Existing LendersBorrower, dated as of the Restatement Effective Date and Second Amendment Closing Date, in form and substance content acceptable to Banks and Agent, as to the transactions contemplated by this Amendment; (xii) assurance from a title insurance company satisfactory to the Agent and the Banks that such title insurance company is committed to cause the Fourth Deed of Trust and the New Deed of Trust to be recorded and, upon recordation of the Fourth Deed of Trust and the New Deed of Trust to issue its ALTA lender's title insurance policy in a form acceptable to the Agent and in amounts satisfactory to the Agent, showing the Fourth Deed of Trust as the Ainsured mortgage@ and insuring the validity and priority of the Fourth Deed of Trust as a Lien upon the Xxxxx County Mortgaged Property, subject only to the First Deed of Trust, the Second Deed of Trust, and the Third Deed of Trust and to the Permitted Liens described in clauses (b) - (d) of the definition thereof; and (xiii) such other documents, instruments and agreements with respect to the transactions contemplated by this Amendment, in each case in such form and containing such additional terms and conditions as may be reasonably satisfactory to the Lender AgentMajority Banks, and containing, without limitation, representations and warranties which are customary and usual in such documents. (viib) A favorable opinion Upon the satisfaction of counsel licensed to practice law and in good standing in the State of Nevada for IHHIforegoing conditions precedent, addressed to the Lender Agent and the Existing Lenders, dated this Amendment shall become effective as of the Restatement Effective Date and in form and substance reasonably satisfactory to the Lender AgentSeptember 18, 1997. (viii) The Lender Agent shall have received from each Borrower and each Amendment Party the results of recent UCC searches with respect to each Borrower and each Amendment Party, which are reasonably satisfactory to the Lender Agent. (e) The Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (f) The Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party (i) a counterpart of the Confirmation attached as Exhibit B hereto (the “Confirmation”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of the Confirmation) that such party has signed a counterpart of the Confirmation. (g) The Lender Agent (and its counsel) shall have received from IHHI (i) Amendment No. 1 to the Common Stock Warrant for SPCP Group, LLC attached as Exhibit C-1 hereto, Amendment No. 1 to the Common Stock Warrant for KPC Resolution Company, LLC attached as Exhibit C-2 hereto and Amendment No. 1 to the Common Stock Warrant for Xxxx X. Xxxxxxxxx, M.D. attached as Exhibit C-3 hereto (together, the “Warrant Amendments”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of each Warrant Amendment) that such party has signed a counterpart of each of the Warrant Amendments. (h) Contemporaneously herewith, IHHI shall have purchased the Common Stock Warrant from SPCP Group IV, LLC pursuant to the terms of the Warrant Repurchase Agreement attached as Exhibit D hereto (the “Repurchase Agreement”). (i) Upon consummation of the repurchase of the Common Stock Warrant pursuant to the Repurchase Agreement, the Lender Agent (and its counsel) shall have received from IHHI the Common Stock Warrant for SPCP Group, LLC attached as Exhibit E hereto signed on behalf of such party.

Conditions Precedent; Effectiveness. As provided in Section 3 above, (a) Each of the Company and the Guarantors represents and warrants that each of the conditions precedent to the amendment and restatement supplement of the Existing Credit Agreement contemplated hereby shall become effective, as Indenture (including such conditions pursuant to Section 9.02 of the date (the “Restatement Effective Date”Indenture) and effective simultaneously with and as of the time of receipt by the Lender Agent of the SP 1 Payoff Amount in the manner described above in Section 2 (“Effective Time”), upon which the following conditions precedent have been satisfied (or waived by in all respects. Pursuant to Section 9.02 of the Existing Lenders): (a) Existing Lenders shall Indenture, the Holders of at least a majority in principal amount of the outstanding Notes voting as a single class have received reasonably satisfactory evidence that there shall have been no material adverse change consented to the waiver and amendment set forth in the businessConsent Solicitation Statement with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this Supplemental Indenture. The Company, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of IHHI the Guarantors and its Subsidiaries, taken as a whole, since September 30, 2012the Trustee are on this date executing this Supplemental Indenture which will become effective on the date hereof. (b) On the Restatement Effective DateNotwithstanding paragraph (a) above, the following statements shall be true and the Lender Agent shall have received a certificate signed by a duly authorized officer of the Borrowers and the Amendment Parties, dated the Restatement Effective Date, setting forth the following: (i) Except as set forth on Schedule 3.12A to the Restated Credit Agreement, there is no pending or (to the knowledge of the Borrowers or the Amendment Parties) threatened action or proceeding affecting the Borrowers or the Amendment Parties or any of their respective Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect. (ii) Each of the representations and warranties waiver set forth in Sections 5(bSection 3 shall, subject to paragraph (d) and (c) hereof. (iii) No event or circumstance shall have occurred that has or reasonably could be expected to have a Material Adverse Effect as to below, become operative in respect of the Borrowers Notes, and the Amendment Partiesterms of the Indenture and each Global Note shall be waived as provided for in Section 3, upon the making of the Initial Payment on the Initial Payment Date (each as defined in the Consent Solicitation Statement). (c) The Borrowers shall have paid Notwithstanding paragraph (a) above, the amendment set forth in Section 4 shall, subject to the Lender Agent on the Restatement Effective Date: paragraph (id) the SP 1 Payoff Amount for the benefit of SP 1 from the proceeds below, become operative in respect of the Loans to be disbursed under Notes and the Restated Credit Agreement, (ii) the repurchase price in an aggregate amount equal to $840,868.25, to SP 1 pursuant to the Repurchase Agreement (as defined below) from the proceeds terms of the Loans to Indenture, and each Global Note shall be disbursed under amended as provided for in Section 4 below, immediately following the Restated Credit Agreement, and (iii) all reasonable and documented invoiced fees and expenses consummation of the Lender Agent and the Existing Lenders (including the reasonable and documented invoiced fees and expenses of counsel to the Lender Agent)Merger. (d) The Lender Agent shall have received on or before Company will give the Restatement Effective Date the following in form and substance reasonably satisfactory to the Lender Agent and in sufficient copies for the Lender: (i) A copy Trustee prompt written notice of the articles of incorporation for each Borrower and a copy occurrence of the articles closing of organization for each Amendment Partythe Merger, certified by or the Secretary termination of State for the state of incorporation or organization dated as of a recent date reasonably satisfactory to the Lender Agent Merger Agreement prior to the Restatement Effective Date. (ii) A certificate closing of good standing issued by the applicable state Merger. If the Trustee receives written notice from the Company of incorporation or organization for each Borrower and each Amendment Party, certified by the Secretary termination of State for the state of incorporation or organization dated as of a recent date reasonably satisfactory to the Lender Agent Merger Agreement prior to the Restatement Effective Date. (iii) The bylaws or operating agreement for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (iv) An incumbency certificate (officers and directors, or managers and members) for each Borrower and each Amendment Party, certified to be true and accurate by the corporate secretary of each Borrower and by the manager of each Amendment Party. (v) The resolutions duly adopted by the board of directors of each Borrower and the resolutions duly adopted by all managers of each Amendment Party, authorizing the transactions set forth in this Agreement. (vi) A favorable opinion of counsel licensed to practice law and in good standing in the State of California for PCHI, Ganesha, WMC-A, WMC-SA, Coastal and Xxxxxxx, addressed to the Lender Agent and the Existing Lenders, dated as closing of the Restatement Effective Date Merger, this Supplemental Indenture shall terminate immediately without the waiver or amendment contained in Sections 3 and in form 4 hereof becoming or remaining operative, as applicable, and substance reasonably satisfactory to without the Lender Agentneed for further action hereunder or thereunder. (vii) A favorable opinion of counsel licensed to practice law and in good standing in the State of Nevada for IHHI, addressed to the Lender Agent and the Existing Lenders, dated as of the Restatement Effective Date and in form and substance reasonably satisfactory to the Lender Agent. (viii) The Lender Agent shall have received from each Borrower and each Amendment Party the results of recent UCC searches with respect to each Borrower and each Amendment Party, which are reasonably satisfactory to the Lender Agent. (e) The Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (f) The Lender Agent (and its counsel) shall have received from each Borrower and each Amendment Party (i) a counterpart of the Confirmation attached as Exhibit B hereto (the “Confirmation”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of the Confirmation) that such party has signed a counterpart of the Confirmation. (g) The Lender Agent (and its counsel) shall have received from IHHI (i) Amendment No. 1 to the Common Stock Warrant for SPCP Group, LLC attached as Exhibit C-1 hereto, Amendment No. 1 to the Common Stock Warrant for KPC Resolution Company, LLC attached as Exhibit C-2 hereto and Amendment No. 1 to the Common Stock Warrant for Xxxx X. Xxxxxxxxx, M.D. attached as Exhibit C-3 hereto (together, the “Warrant Amendments”) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Lender Agent (which may include telecopy transmission of a signed signature page of each Warrant Amendment) that such party has signed a counterpart of each of the Warrant Amendments. (h) Contemporaneously herewith, IHHI shall have purchased the Common Stock Warrant from SPCP Group IV, LLC pursuant to the terms of the Warrant Repurchase Agreement attached as Exhibit D hereto (the “Repurchase Agreement”). (i) Upon consummation of the repurchase of the Common Stock Warrant pursuant to the Repurchase Agreement, the Lender Agent (and its counsel) shall have received from IHHI the Common Stock Warrant for SPCP Group, LLC attached as Exhibit E hereto signed on behalf of such party.