Common use of CONDITIONS PRECEDENT IN FAVOUR OF THE PURCHASER Clause in Contracts

CONDITIONS PRECEDENT IN FAVOUR OF THE PURCHASER. The Purchaser shall pay the Prepayment Amount to or to the order of the Seller on the Closing Date, by wire transfer of immediately available funds to the bank account or accounts designated by the Seller in writing, once each of the following conditions has been satisfied in full: (a) Banro and the Seller shall have delivered to the Purchaser a certificate of status, good standing or compliance (or equivalent) for each PSA Entity and the Twangiza Holdcos, issued by the relevant Governmental Authority dated no earlier than five Business Days prior to the Closing Date; (b) Each PSA Entity shall have executed and delivered to the Purchaser a certificate of a senior officer of each in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, as to the constating documents of each; the resolutions of the board of directors of each authorizing the execution, delivery and performance of this Agreement and the Security Agreements to which it is a party and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement and the Security Agreements to which it is a party; and such other matters pertaining to the transactions contemplated hereby as the Purchaser may reasonably require; (c) Banro and the Seller shall have delivered to the Purchaser a favourable opinion, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, from external legal counsel to Banro, the Seller, the Twangiza Holdcos and the PSA Entities as to (i) the legal status of each, (ii) the corporate power and authority of each to execute, deliver and perform this Agreement and the Security Agreements to which it is a party, (iii) the execution and delivery of this Agreement and the Security Agreements to which it is a party and the enforceability of this Agreement and the Security Agreements against each, (iv) that this Agreement and the Security Agreements, and the performance by Banro and the Seller of the obligations hereunder or thereunder, do not conflict with, violate, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), the Note Indenture or the Collateral Trust Agreement (as defined in the Note Indenture), (v) the outstanding share capital of the Seller and the Twangiza Holdcos, (vi) the creation of valid mortgages and charge upon, and security interests in (including as to ranking of such security interests), the PSA Collateral under the Security; and (vii) the due registration or filing of the Security Agreements and, where applicable, the perfection of the security interest of the Purchaser (including as to ranking of such security interests), under such Security Agreements and the results of the usual searches that would be conducted in connection with the security that is the subject of such Security Agreements; (d) each PSA Entity shall have certified that, as of the Closing Date (i) all of the representations and warranties made by each pursuant to this Agreement are true and correct on and as of such date, and (ii) no Banro Event of Default (or an event which with notice or lapse of time or both would become a Banro Event of Default) has occurred and is continuing under this Agreement or any Security Agreement to which it is a party; (e) Banro and the Seller shall have delivered to the Purchaser a legal opinion addressed to the Purchaser from external counsel, in form and substance satisfactory to the Purchaser, with respect to title to the Properties dated as of the Closing Date; (f) Banro and the Seller shall have certified that, as of the Closing Date, no Approvals of any Governmental Authority are required to operate the Project Assets substantially in accordance with the Operation Plan, except (i) as have already been obtained and received by the Seller and continue to be in place without challenge or appeal, to the extent reasonably considered necessary or appropriate, or (ii) as are reasonably expected to be obtained by the time they are necessary, except for those that would not reasonably be expected to have a Material Adverse Effect; (g) each PSA Entity shall have delivered to the Purchaser a certificate of a senior officer confirming: (i) compliance with Applicable Laws in respect of the Project Assets (including that each PSA Entity is in compliance with all terms of, and has made all necessary expenditures and investments required to maintain in good standing, its mineral claims, mineral leases, mineral and exploration licenses and other mining rights) dated no earlier than five Business Days prior to the Closing Date; and (ii) that no event, occurrence, change or effect shall have occurred that has or may have Material Adverse Effect; (h) each Banro Group Entity shall have executed and delivered, as security for the performance of their obligations to the Purchaser under this Agreement, the Security Agreements set out in Schedule B and such executed Security Agreements shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the security interest of the Purchaser, under such Security Agreements; (i) the Seller paid all Reimbursable Expenses of the Purchaser payable as at the Closing Date; and (j) Banro and the Seller shall have delivered to the Purchaser prior to the Closing Date a certificate of insurance coverage or other evidence of acceptable insurance coverage.

CONDITIONS PRECEDENT IN FAVOUR OF THE PURCHASER. The Purchaser shall pay the Prepayment Amount to or to the order of the Seller on the Closing Date, by wire transfer of immediately available funds to the bank account or accounts designated by the Seller in writing, once each of the following conditions has been satisfied in full: (a) Banro and the Seller shall have delivered to the Purchaser a certificate of status, good standing or compliance (or equivalent) for each PSA Entity and the Twangiza Holdcos, issued by the relevant Governmental Authority dated no earlier than five Business Days prior to the Closing Date; (b) Each PSA Entity shall have executed and delivered to the Purchaser a certificate of a senior officer of each in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, as to the constating documents of each; the resolutions of the board of directors of each authorizing the execution, delivery and performance of this Agreement and the Security Agreements to which it is a party and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement and the Security Agreements to which it is a party; and such other matters pertaining to the transactions contemplated hereby as the Purchaser may reasonably require; (c) Banro and the Seller shall have delivered to the Purchaser a favourable opinion, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, from external legal counsel to Banro, the Seller, the Twangiza Holdcos and the PSA Entities as to (i) the legal status of each, (ii) the corporate power and authority of each to execute, deliver and perform this Agreement and the Security Agreements to which it is a party, (iii) the execution and delivery of this Agreement and the Security Agreements to which it is a party and the enforceability of this Agreement and the Security Agreements against each, (iv) that this Agreement and the Security Agreements, and the performance by Banro and the Seller of the obligations hereunder or thereunder, do not conflict with, violate, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), the Note Indenture or Indenture, the Collateral Trust Agreement Agreement, or any of the Collateral Documents (as defined in the Note Indenture)) governed by Ontario law, (v) the outstanding share capital of the Seller and the Twangiza Holdcos, (vi) the creation of valid mortgages and charge upon, and security interests in (including as to ranking of such security interests), the PSA Collateral under the Security; and (vii) the due registration or filing of the Security Agreements and, where applicable, the perfection of the security interest of the Purchaser (including as to ranking of such security interests), under such Security Agreements and the results of the usual searches that would be conducted in connection with the security that is the subject of such Security Agreements; (d) each PSA Entity shall have certified that, as of the Closing Date (i) all of the representations and warranties made by each pursuant to this Agreement are true and correct on and as of such date, and (ii) no Banro Event of Default (or an event which with notice or lapse of time or both would become a Banro Event of Default) has occurred and is continuing under this Agreement or any Security Agreement to which it is a party; (e) Banro and the Seller shall have delivered to the Purchaser a legal opinion addressed to the Purchaser from external counsel, in form and substance satisfactory to the Purchaser, with respect to title to the Properties dated as of the Closing Date; (f) Banro and the Seller shall have certified that, as of the Closing Date, no Approvals of any Governmental Authority are required to operate the Project Assets substantially in accordance with the Operation Plan, except (i) as have already been obtained and received by the Seller and continue to be in place without challenge or appeal, to the extent reasonably considered necessary or appropriate, or (ii) as are reasonably expected to be obtained by the time they are necessary, except for those that would not reasonably be expected to have a Material Adverse Effect; (g) each PSA Entity shall have delivered to the Purchaser a certificate of a senior officer confirming: (i) compliance with Applicable Laws in respect of the Project Assets (including that each PSA Entity is in compliance with all terms of, and has made all necessary expenditures and investments required to maintain in good standing, its mineral claims, mineral leases, mineral and exploration licenses and other mining rights) dated no earlier than five Business Days prior to the Closing Date; and (ii) that no event, occurrence, change or effect shall have occurred that has or may have Material Adverse Effect; (h) Banro shall have amended the Note Indenture and the Collateral Trust Agreement and security agreements as required by the Purchaser to, among other things, characterize the Secured Amount as a Priority Lien Debt (as defined in the Note Indenture), require the trustee under such Collateral Trust Agreement and security agreements to transfer the Project Collateral only in accordance with the terms of the gold purchase and sale agreement among Banro, Namoya Mining S.A. and Namoya GSA Holdings, and to preserve the collateral trust following termination of the Note Indenture; (i) each Banro Group Entity shall have executed and delivered, as security for the performance of their obligations to the Purchaser under this Agreement, the Security Agreements set out in Schedule B and such executed Security Agreements shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the security interest of the Purchaser, under such Security Agreements; (ij) Banro and the Seller shall execute and deliver an agreement with the Purchaser and Auramet International LLC ("Auramet"), creating an account in favour of the Purchaser and setting out the terms by which Auramet will assist the Purchaser in monetizing deliveries of Payable Gold; (k) in accordance with Applicable law, Banro shall cause each of [names of individuals redacted] and each other equity holder of any Banro Group Entity that is an individual, but is not either an employee of Banro’s counsel in Democratic Republic of Congo or an employee of Banro to transfer for no or nominal consideration their ownership of any such equity securities to one or more current employees of Banro’s counsel in Democratic Republic of Congo or current employees of Banro; (l) the Seller paid all Reimbursable Expenses of the Purchaser payable as at the Closing Date; and (jm) Banro and the Seller shall have delivered to the Purchaser prior to the Closing Date a certificate of insurance coverage or other evidence of acceptable insurance coverage.

CONDITIONS PRECEDENT IN FAVOUR OF THE PURCHASER. The Having paid the Tranche 2 Prepayment Amount previously, the Purchaser shall pay the Tranche 3 Prepayment Amount to or to the order of the Seller on the Closing Date, by wire transfer of immediately available funds to the bank account or accounts designated by the Seller in writing, once each of the following conditions has been satisfied in full: (a) Banro and the Seller shall have delivered to the Purchaser a certificate of status, good standing or compliance (or equivalent) for each PSA Entity and the Twangiza Holdcos, issued by the relevant Governmental Authority dated no earlier than five Business Days prior to the Closing Date; (b) Each PSA Entity of Banro and the Seller shall have executed and delivered to the Purchaser a certificate of a senior officer of each in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, as to the constating documents of each; the resolutions of the board of directors of each authorizing the execution, delivery and performance of this Agreement and the Security Agreements to which it is a party and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement and the Security Agreements to which it is a partyAgreement; and such other matters pertaining to the transactions contemplated hereby as the Purchaser may reasonably require, similar certificates in respect of which each PSA Entity previously delivered on April 30, 2015; (c) Banro and the Seller shall have delivered to the Purchaser a favourable opinion, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, from external legal counsel to Banro, the Seller, the Twangiza Holdcos and the PSA Entities as to (i) the legal status of each, (ii) the corporate power and authority of each to execute, deliver and perform this Agreement and the Security Agreements to which it is a party, (iii) the execution and delivery of this Agreement and the Security Agreements to which it is a party and the enforceability of this Agreement and the Security Agreements against each, (iv) that this Agreement and the Security Agreements, and the performance by Banro and the Seller of the obligations hereunder or thereunder, do not conflict with, violate, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), the Note Indenture or Indenture, the Collateral Trust Agreement Agreement, or any of the Collateral Documents (as defined in the Note Indenture)) governed by Ontario law, (v) the outstanding share capital of the Seller and the Twangiza Holdcos, (vi) the creation of valid mortgages Seller being qualified and charge upon, and security interests in (including licensed to conduct operations as to ranking of such security interests), contemplated by the PSA Collateral under the SecurityOperating Plan; and (vii) there being no Encumbrances registered against the due registration or filing of the Security Agreements andSeller since April 30, where applicable, the perfection of the security interest of the Purchaser (including as to ranking of such security interests), under such Security Agreements and the results of the usual searches that would be conducted in connection with the security that is the subject of such Security Agreements2015; (d) each PSA Entity shall have certified that, as of the Closing Date (i) all of the representations and warranties made by each pursuant to this Agreement are true and correct on and as of such date, and (ii) no Banro Event of Default (or an event which with notice or lapse of time or both would become a Banro Event of Default) has occurred and is continuing under this Agreement or any Security Agreement to which it is a party; (e) Banro and the Seller shall have delivered to the Purchaser a legal opinion addressed to the Purchaser from external counsel, in form and substance satisfactory to the Purchaser, with respect to title to the Properties dated as of the Closing Date, which opinion was previously delivered on April 30, 2015; (f) Banro and the Seller shall have certified that, as of the Closing Date, no Approvals of any Governmental Authority are required to operate the Project Assets substantially in accordance with the Operation Plan, except (i) as have already been obtained and received by the Seller and continue to be in place without challenge or appeal, to the extent reasonably considered necessary or appropriate, or (ii) as are reasonably expected to be obtained by the time they are necessary, except for those that would not reasonably be expected to have a Material Adverse Effect; (g) each PSA Entity shall have delivered to the Purchaser a certificate of a senior officer confirming: (i) compliance with Applicable Laws in respect of the Project Assets (including that each PSA Entity is in compliance with all terms of, and has made all necessary expenditures and investments required to maintain in good standing, its mineral claims, mineral leases, mineral and exploration licenses and other mining rights) dated no earlier than five Business Days prior to the Closing Date; and (ii) that no event, occurrence, change or effect shall have occurred that has or may have Material Adverse Effect; (h) Banro shall have amended the Note Indenture and the Collateral Trust Agreement and security agreements as required by the Purchaser to, among other things, characterize the Aggregate Secured Amount as a Priority Lien Debt (as defined in the Note Indenture), require the trustee under such Collateral Trust Agreement and security agreements to transfer the Project Collateral only in accordance with the terms of the gold purchase and sale agreement among Banro, Namoya Mining S.A. and Namoya GSA Holdings, and to preserve the collateral trust following termination of the Note Indenture, which amendments were previously completed prior to April 30, 2015; (i) each Banro Group Entity shall have executed and delivered, as security for the performance of their obligations to the Purchaser under this Agreement, the Security Agreements set out in Schedule B C and such executed Security Agreements shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the security interest of the Purchaser, under such Security Agreements, which Security Agreements were previously delivered on or prior to April 30, 2015; (ij) Banro and the Seller shall execute and deliver an agreement or amended agreement with the Purchaser and Auramet International LLC ("Auramet"), creating an account in favour of the Purchaser and setting out the terms by which Auramet will assist the Purchaser in monetizing deliveries of Payable Gold; (k) in accordance with Applicable law, Banro shall cause each of [names of individuals redacted] and each other equity holder of any Banro Group Entity that is an individual, but is not either an employee of Banro’s counsel in Democratic Republic of Congo or an employee of Banro to transfer for no or nominal consideration their ownership of any such equity securities to one or more current employees of Banro’s counsel in Democratic Republic of Congo or current employees of Banro, which transfers were previously completed prior to April 30, 2015; (l) the Seller paid all Reimbursable Expenses of the Purchaser payable as at the Closing Date; and (jm) Banro and the Seller shall have delivered to the Purchaser prior to the Closing Date a certificate of insurance coverage or other evidence of acceptable insurance coverage.

CONDITIONS PRECEDENT IN FAVOUR OF THE PURCHASER. The obligation of the Purchaser to complete the transactions contemplated in this Agreement shall pay the Prepayment Amount to or be subject to the order of the Seller on satisfaction of, or compliance with, at or before the Closing Date, by wire transfer of immediately available funds to the bank account or accounts designated by the Seller in writing, once each of the following conditions has been satisfied precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by it in full:writing in whole or in part): (a) Banro Each of the representations and warranties of the Seller Vendor contained in this Agreement shall have delivered to the Purchaser a certificate be true, complete and accurate as and when made and at and as of status, good standing or compliance (or equivalent) for each PSA Entity and the Twangiza Holdcos, issued by the relevant Governmental Authority dated no earlier than five Business Days prior to the Closing DateTime; (b) Each PSA Entity The Vendor shall have executed performed and delivered complied with all of the covenants, terms and conditions in this Agreement to be performed or complied with by it at or before Closing; (c) The Purchaser shall have received at the Purchaser a certificate of a senior officer of each in form and substance satisfactory to Closing from the Purchaser, acting reasonablyVendor the following Closing Documents, dated as of the Closing Date, as to prepared and/or delivered at the constating documents of each; the resolutions expense of the board of directors of each authorizing the execution, delivery Vendor and performance of this Agreement and the Security Agreements to which it is a party and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement and the Security Agreements to which it is a party; and such other matters pertaining to the transactions contemplated hereby as the Purchaser may reasonably require; (c) Banro and the Seller shall have delivered to the Purchaser a favourable opinion, in form and substance satisfactory to the Purchaser including, without limitation: (i) such instruments of sale, transfer, conveyance, assignment or delivery, in registrable form or otherwise, in respect of the Properties as the Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment or delivery of all of the Vendor's right, title and interest in and to the Properties to the Purchaser, acting reasonably; (ii) an officer's certificate, dated as of the Closing Date, from external legal counsel in form and substance reasonably satisfactory to Banrothe Purchaser, as to: (1) resolutions of the Seller, board of directors of the Twangiza Holdcos and the PSA Entities as to (i) the legal status of each, (ii) the corporate power and authority of each to execute, deliver and perform this Agreement and the Security Agreements to which it is a party, (iii) Vendor authorizing the execution and delivery of this Agreement and the Security Agreements to which it is a party and the enforceability of this Royalty Agreement and the Security Agreements against each, (iv) that this Agreement and the Security Agreements, and the performance by Banro and the Seller completion of the obligations hereunder or thereunder, do not conflict with, violate, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), the Note Indenture or the Collateral Trust Agreement (as defined in the Note Indenture), (v) the outstanding share capital of the Seller and the Twangiza Holdcos, (vi) the creation of valid mortgages and charge upon, and security interests in (including as to ranking of such security interests), the PSA Collateral under the Security; and (vii) the due registration or filing of the Security Agreements and, where applicable, the perfection of the security interest of the Purchaser (including as to ranking of such security interests), under such Security Agreements and the results of the usual searches that would be conducted in connection with the security that is the subject of such Security Agreements; (d) each PSA Entity shall have certified that, as of the Closing Date (i) all of the representations and warranties made by each pursuant to this Agreement are true and correct on and as of such datetransactions contemplated hereby, and (ii2) no Banro Event incumbency and signatures of Default (or an event which with notice or lapse the officers of time or both would become a Banro Event of Default) has occurred the Vendor executing the Agreement and is continuing under this Agreement or any Security Agreement to which it is a party;Closing Documents; and (eiii) Banro such other documents, certificates and the Seller shall have delivered to the Purchaser a legal opinion addressed to the Purchaser from external counsel, in form and substance satisfactory to the Purchaser, with respect to title to the Properties dated other instruments as of the Closing Date; (f) Banro and the Seller shall have certified that, as of the Closing Date, no Approvals of any Governmental Authority are required to operate the Project Assets substantially in accordance with the Operation Plan, except (i) as have already been obtained and received by the Seller and continue to would be in place without challenge or appeal, to the extent reasonably considered necessary or appropriate, or (ii) as are reasonably expected to be obtained by the time they are necessary, except for those that would not reasonably be expected to have a Material Adverse Effect; (g) each PSA Entity shall have delivered to the Purchaser a certificate of a senior officer confirming: (i) compliance with Applicable Laws usual in respect of the Project Assets (including that each PSA Entity is in compliance with all terms of, and has made all necessary expenditures and investments required to maintain in good standing, its mineral claims, mineral leases, mineral and exploration licenses and other mining rights) dated no earlier than five Business Days prior to transactions contemplated herein or as the Closing DatePurchaser may reasonably require; and (ii) that no event, occurrence, change or effect shall have occurred that has or may have Material Adverse Effect; (h) each Banro Group Entity shall have executed and delivered, as security for the performance of their obligations to the Purchaser under this Agreement, the Security Agreements set out in Schedule B and such executed Security Agreements shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the security interest of the Purchaser, under such Security Agreements; (i) the Seller paid all Reimbursable Expenses of the Purchaser payable as at the Closing Date; and (j) Banro and the Seller shall have delivered to the Purchaser prior to the Closing Date a certificate of insurance coverage or other evidence of acceptable insurance coverage.

CONDITIONS PRECEDENT IN FAVOUR OF THE PURCHASER. The Purchaser shall pay the Prepayment Amount Deposit to or to the order of the Seller on the Closing Date, by wire transfer of immediately available funds to the bank account or accounts designated by the Seller in writing, once each of the following conditions has been satisfied in full: (a) the Purchaser shall have secured all regulatory approvals and completed all filings pertaining to all contemplated transactions between the Purchaser and Banro Group Entities (including this Agreement), including but not limited to those approvals or filings which may be required from or with the relevant departments of the Ministry of Commerce, Development and Reform Commission, State Administration for Foreign Exchange and the State-owned Assets Supervision and Administration Commission of the People’s Republic of China; (b) Banro and the Seller shall have delivered to the Purchaser a certificate of status, good standing or compliance (or equivalent) for each PSA Entity and the Twangiza Holdcos, issued by the relevant Governmental Authority dated no earlier than five Business Days prior to the Closing Date; (bc) Each PSA Entity shall have executed and delivered to the Purchaser a certificate of a senior officer of each in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, as to the constating documents of each; the resolutions of the board of directors of each authorizing the execution, delivery and performance of this Agreement and the Security Agreements to which it is a party and the transactions contemplated hereby; the names, positions and true signatures of the persons authorized to sign this Agreement and the Security Agreements to which it is a party; and such other matters pertaining to the transactions contemplated hereby as the Purchaser may reasonably require; (cd) Banro and the Seller shall have delivered to the Purchaser a favourable opinion, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, from external legal counsel to Banro, the Seller, the Twangiza Holdcos and the PSA Entities as to (i) the legal status of each, (ii) the corporate power and authority of each to execute, deliver and perform this Agreement and the Security Agreements to which it is a party, (iii) the execution and delivery of this Agreement and the Security Agreements to which it is a party and the enforceability of this Agreement and the Security Agreements against each, (iv) that this Agreement and the Security Agreements, and the performance by Banro and the Seller of the obligations hereunder or thereunder, do not conflict with, violate, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving notice or lapse of time or both), the Note Indenture or Indenture, the Collateral Trust Agreement Agreement, or any of the Collateral Documents (as defined in the Note Indenture)) governed by Ontario law, (v) the outstanding share capital of the Seller and the Twangiza Holdcos, (vi) the creation of valid mortgages and charge upon, and security interests in (including as to ranking of such security interests), the PSA Collateral under the Security; and (vii) the due registration or filing of the Security Agreements and, where applicable, the perfection of the security interest of the Purchaser (including as to ranking of such security interests), under such Security Agreements and the results of the usual searches that would be conducted in connection with the security that is the subject of such Security Agreements; (de) each PSA Entity shall have certified that, as of the Closing Date (i) all of the representations and warranties made by each pursuant to this Agreement are true and correct on and as of such date, and (ii) no Banro Event of Default (or an event which with notice or lapse of time or both would become a Banro Event of Default) has occurred and is continuing under this Agreement or any Security Agreement to which it is a party; (ef) Banro and the Seller shall have delivered to the Purchaser a legal opinion addressed to the Purchaser from external counsel, in form and substance satisfactory to the Purchaser, with respect to title to the Properties dated as of the Closing Date; (fg) Banro and the Seller shall have certified that, as of the Closing Date, no Approvals of any Governmental Authority are required to operate the Project Assets substantially in accordance with the Operation Plan, except (i) as have already been obtained and received by the Seller and continue to be in place without challenge or appeal, to the extent reasonably considered necessary or appropriate, or (ii) as are reasonably expected to be obtained by the time they are necessary, except for those that would not reasonably be expected to have a Material Adverse Effect; (gh) each PSA Entity shall have delivered to the Purchaser a certificate of a senior officer confirming: (i) compliance with Applicable Laws in respect of the Project Assets (including that each PSA Entity is in compliance with all terms of, and has made all necessary expenditures and investments required to maintain in good standing, its mineral claims, mineral leases, mineral and exploration licenses and other mining rights) dated no earlier than five Business Days prior to the Closing Date; and (ii) that no event, occurrence, change or effect shall have occurred that has or may have Material Adverse Effect; (hi) Banro shall have amended the Note Indenture and the related Collateral Trust Agreement and security agreements as required by the Purchaser to, among other things, characterize the Secured Amount as a Parity Lien (as defined in the Note Indenture), require the trustee under such Collateral Trust Agreement and security agreements to transfer the Project Collateral only in accordance with the terms of this Agreement and to preserve the collateral trust following termination of the Note Indenture. (j) each Banro Group Entity shall have executed and delivered, as security for the performance of their obligations to the Purchaser under this Agreement, the Security Agreements set out in Schedule B and such executed Security Agreements shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the security interest of the Purchaser, under such Security Agreements; (ik) Banro and the Seller shall execute and deliver an agreement with the Purchaser and Auramet International LLC (“Auramet”), creating an account in favour of the Purchaser and setting out the terms by which Auramet will assist the Purchaser in monetizing deliveries of Payable Gold; (l) the Seller paid all Reimbursable Expenses of the Purchaser payable as at the Closing Date; and; (jm) Banro and the Seller shall have delivered to the Purchaser prior to the Closing Date a certificate of insurance coverage or other evidence of acceptable insurance coverage; and (n) the transactions contemplated under each of the following agreements shall be completed concurrently with the closing of the transactions contemplated hereby: (i) the Term Loan Agreement dated as of the date hereof between Banro and certain of its Affiliates, the Purchaser and Gramercy Funds Management LLC, on behalf of the Gramercy Lenders (as defined therein), as amended from time to time, (ii) the Securities Transfer Agreement dated as of the date hereof between Banro and certain of its Affiliates, the Purchaser and Gramercy Funds Management LLC, on behalf of the Vendors (as defined therein), as amended from time to time, and (iii) the Subscription Agreement dated as of the date hereof between Banro and the Subscriber (as defined therein), as amended from time to time.