Common use of Conditions Precedent to Restatement Date Clause in Contracts

Conditions Precedent to Restatement Date. The effectiveness of this Agreement on the Restatement Date is subject to the satisfaction of the following conditions precedent. (a) a copy of this Agreement, duly executed by Issuer, each Purchaser, each Guarantor and Collateral Agent; (b) delivery of the Notes in an aggregate principal amount of $63,561,300.00, duly executed by Issuer, to Bluescape, Ascend and Meridian; (c) to the extent requested by the Purchasers or Collateral Agent, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from Issuer and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (d) the Operating Documents and good standing certificates of Issuer and each Guarantor certified by the Secretary of State (or equivalent agency) of Issuer’s and such Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Issuer and each Guarantor is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Restatement Date; (e) a certificate of Issuer executed by the Secretary of Issuer and each Guarantor executed by a director of the relevant Guarantor with appropriate insertions and attachments, including with respect to (i) the Operating Documents of Issuer or such Guarantor (which Certificate of Incorporation of Issuer shall be certified by the Secretary of State of the State of Delaware); (ii) the resolutions adopted by the Board of Directors or the board of directors (or the functional equivalent thereof) of such Guarantor (except for any Australian Obligor, for which only an extract of such resolutions will be given) for the purpose of approving the transactions contemplated by the Note Documents; (iii) (in the case of each Guarantor) the up-to-date share register of such Guarantor; and (iv) (in the case of each Guarantor) the identification by name and title, and the specimen signatures of, the officers of such Guarantor authorized to sign the Note Documents to which such Guarantor is party; (f) a duly executed legal opinion of counsel to Issuer dated as of the Restatement Date, in form and substance satisfactory to the Purchasers; (g) a duly executed legal opinion of Australian counsel to Issuer and Guarantors dated as of the Restatement Date, in form and substance satisfactory to the Purchasers; (h) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the Restatement Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the purchase of Notes; (i) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (j) payment of the fees, Purchasers’ Expenses, legal fees and expenses of the Collateral Agent in connection with the negotiation of this Agreement and the other Note Documents and Collateral Agent Fees then due as specified in Section 2.4 hereof; (k) a completed Perfection Certificate for Issuer and each Guarantor; and (l) the Operating Company Pledge Agreement duly executed by American Pacific Borates Pty Ltd (ARBN 68 615 606 114) and the Collateral Agent, on behalf of the Secured Parties.

Conditions Precedent to Restatement Date. On the Restatement Date: (a) Each Arranger shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Kxxxxxxx & Exxxx LLP, counsel for the Borrower and the Subsidiaries, in form and substance reasonably satisfactory to the Arrangers, and (ii) each local counsel to the Borrower and the Subsidiaries as the Arrangers may reasonably request, in each case (A) dated the Restatement Date, (B) addressed to the Arrangers, the Administrative Agent, the Collateral Agent, the Deposit Bank, the Issuing Bank and the Lenders and (C) covering such corporate, security interest and related matters relating to the Loan Documents and the Transactions as the Arrangers shall reasonably request and which are customary for transactions of the type contemplated herein. (b) The effectiveness Arrangers shall have received (i) a copy of this Agreement the certificate or articles of incorporation or other formation documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Restatement Date is subject and at all times since a date prior to the satisfaction date of the following conditions precedent. resolutions described in clause (aB) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party, and in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a copy certificate of this Agreement, duly executed by Issuer, each Purchaser, each Guarantor another officer as to the incumbency and Collateral Agent; (b) delivery specimen signature of the Notes in an aggregate principal amount of $63,561,300.00Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) if requested, duly executed by Issuer, to Bluescape, Ascend and Meridian; (c) to the extent requested by the Purchasers or Collateral Agent, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from Issuer and all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations;, including the USA Patriot Act (title III of Pub. L. 107-56 (signed into law October 26, 2001)). (c) The Arrangers shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (d) The Arrangers shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Operating Documents Borrower, (ii) the Reaffirmation Agreements, executed and good standing certificates delivered by a duly authorized officer of Issuer the Borrower and each Subsidiary Guarantor, (iii) a Mortgage covering each of the Mortgaged Properties, executed and delivered by a duly authorized officer of each Loan Party thereto, (iv) the amendment to the NRG Collateral Trust Agreement and the amendment to the Texas Genco Collateral Trust Agreement, each dated as of the Restatement Date and executed and delivered by a duly authorized officer of each Loan Party party thereto, and (v) the Amendment Agreement, executed and delivered by a duly authorized officer of the Borrower and each Subsidiary Guarantor certified party thereto in form and substance reasonably satisfactory to the Arrangers. (e) The Borrower shall have paid all fees and reasonable, documented out-of-pocket costs and expenses (including reasonable legal fees and expenses of Lxxxxx & Wxxxxxx LLP, counsel to the Arrangers, and one local counsel to the Arrangers per relevant jurisdiction and their technical and other non-financial advisors, title premiums, survey charges and recording taxes and fees) and other compensation accrued and payable as of such date to the Arrangers as separately agreed by the Secretary of State Borrower and the Arrangers. (f) The Collateral Agent and the Arrangers shall have received a duly executed Perfection Certificate dated on or equivalent agency) of Issuer’s and such Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Issuer and each Guarantor is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Restatement Date; (e) . The Arrangers shall have received the results of a certificate of Issuer executed by the Secretary of Issuer recent Lien and judgment search in each Guarantor executed by a director of the relevant Guarantor with appropriate insertions and attachments, including jurisdiction with respect to (i) the Operating Documents of Issuer Borrower and the Subsidiary Guarantors or Subsidiaries that shall otherwise have material assets that are included in the Collateral, and such Guarantor (which Certificate of Incorporation of Issuer search shall be certified by the Secretary of State reveal no Liens on any of the State assets of Delaware); (ii) the resolutions adopted by the Board of Directors Borrower or the board of directors (or the functional equivalent thereof) any of such Guarantor (Subsidiaries except for any Australian Obligor, for which only an extract of such resolutions will be given) for the purpose of approving the transactions contemplated by the Note Documents; (iii) (in the case of each Guarantor) the up-to-date share register of such Guarantor; and (iv) (in the case of each Guarantor) the identification by name and title, and the specimen signatures of, the officers of such Guarantor authorized to sign the Note Documents to which such Guarantor is party;Permitted Liens. (fg) The Arrangers shall have received a duly executed legal opinion of counsel to Issuer dated as solvency certificate from a Financial Officer of the Restatement DateBorrower, in form and substance reasonably satisfactory to each Arranger, supporting the Purchasers; (g) a duly executed legal opinion of Australian counsel to Issuer and Guarantors dated as of the Restatement Date, in form and substance satisfactory conclusions that after giving effect to the Purchasers; (h) Transactions, the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the Restatement Date; provided, however, that such materiality qualifier shall Borrower will not be applicable to any representations and warranties that already are qualified insolvent or modified be rendered insolvent by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the purchase of Notes; (i) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (j) payment of the fees, Purchasers’ Expenses, legal fees and expenses of the Collateral Agent Indebtedness incurred in connection therewith, or be left with the negotiation of this Agreement and the other Note Documents and Collateral Agent Fees then due unreasonably small capital with which to engage in its businesses, or have incurred debts beyond its ability to pay such debts as specified in Section 2.4 hereof; (k) a completed Perfection Certificate for Issuer and each Guarantor; and (l) the Operating Company Pledge Agreement duly executed by American Pacific Borates Pty Ltd (ARBN 68 615 606 114) and the Collateral Agent, on behalf of the Secured Partiesthey mature.

Conditions Precedent to Restatement Date. The effectiveness obligation of this Agreement the Lenders to make Loans and Advances hereunder on the Restatement Date is subject solely to the satisfaction (or waiver) of the following conditions precedent., and upon satisfaction (or waiver) of such conditions each Lender shall make all of its required Loans and Advances hereunder on the Restatement Date: (a) a copy The Agent’s receipt of executed counterparts of this AgreementAgreement (including exhibits and schedules), duly which shall be originals, PDF copies or telecopies (followed promptly by originals) unless otherwise specified, properly executed by Issuera duly authorized officer of the Borrower, dated the Restatement Date, and in form and substance satisfactory to the Agent and each Purchaser, each Guarantor and Collateral Agent;of the Lenders. (b) delivery As of the Notes Restatement Date, except as disclosed in an aggregate principal amount of $63,561,300.00the Public Filings, duly executed by Issuerthere shall have occurred no event or circumstance that could reasonably be expected to result in a Material Adverse Change since December 31, to Bluescape, Ascend and Meridian;2015. (c) All fees due to the extent requested Agent, the Arrangers and the Lenders shall have been paid, and all expenses to be paid or reimbursed to the Agent and the Arrangers that have been invoiced a reasonable period of time prior to the Restatement Date shall have been paid, in each case, from the proceeds of the initial funding hereunder (provided that the accrued fees and expenses of counsel to the Agent shall be paid directly by the Purchasers or Collateral Borrower). (d) The Borrower shall have provided to the Agent, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from Issuer and all other within four days prior to the Restatement Date, the documentation and other information required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations; (d) , including the Operating Documents and good standing certificates of Issuer and each Guarantor certified U.S.A. Patriot Act, to the extent requested by the Secretary of State (Agent or equivalent agency) of Issuer’s and such Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Issuer and each Guarantor is qualified to conduct business, each as of a date no earlier than thirty (30) any Lender at least seven days prior to the Restatement Date;. (e) The Agent shall have received on or before the Restatement Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (i) A Note for each Lender that has requested a certificate of Issuer executed by the Secretary of Issuer and each Guarantor executed by a director Note pursuant to Section 2.16. (ii) Certified copies of the relevant Guarantor with appropriate insertions resolutions of the Board of Directors of the Borrower approving this Agreement and attachmentsthe Notes, including and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iiii) A certificate of the Operating Documents Secretary or an Assistant Secretary of Issuer or such Guarantor the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party. (which Certificate iv) A good standing certificate as of Incorporation of Issuer shall be certified by a recent date for the Borrower from the Secretary of State of the State of Delaware); . (iiv) An officer’s certificate from an executive officer of the resolutions adopted by Borrower regarding satisfaction of the Board conditions precedent set forth in this Section 3.01. (vi) Favorable opinions of Directors or the board of directors (or the functional equivalent thereofA) of such Guarantor (except for any Australian ObligorXxxxx Xxxxx LLP, for which only an extract of such resolutions will be given) New York counsel for the purpose of approving the transactions contemplated by the Note Documents; (iii) (Borrower, substantially in the case form of each Guarantor) the up-to-date share register of such Guarantor; Exhibit D-1 hereto and (ivB) (Xxxx Xxxxxxxxx, General Counsel of the Borrower, substantially in the case form of each Guarantor) the identification by name and title, and the specimen signatures of, the officers of such Guarantor authorized to sign the Note Documents to which such Guarantor is party;Exhibit D-2 hereto. (f) a duly executed legal opinion of counsel The Borrower shall have (i) paid all accrued and unpaid interest with respect to Issuer dated the outstanding Revolving Loans and A-1 Term Loans under the Existing Credit Agreement through the Restatement Date, (ii) prepaid any Revolving Loans to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Credit Commitments as of the Restatement Date, in form and substance satisfactory (iii) paid all accrued facility fees owing pursuant to the Purchasers; Existing Credit Agreement, (giv) paid all principal, interest and other obligations owing to any lender under the Existing Credit Agreement that does not have a duly executed legal opinion of Australian counsel to Issuer Commitment hereunder and Guarantors dated as of the Restatement Date, (v) repaid in form and substance satisfactory full all principal owing with respect to the Purchasers; (h) A-1 Term Loans under the representations and warranties Existing Credit Agreement. By execution of this Agreement, each Lender that is a lender under the Existing Credit Agreement waives the requirements set forth in Section 5 hereof shall be true, accurate 2.05 and complete in all material respects on the Restatement Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as 2.10 of such date, agreement of prior notice to the termination of its commitments and no Event prepayment of Default shall have occurred and be continuing or result from the purchase of Notes; (i) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (j) payment of the fees, Purchasers’ Expenses, legal fees and expenses of the Collateral Agent in connection with the negotiation of this Agreement and the other Note Documents and Collateral Agent Fees then due as specified in Section 2.4 hereof; (k) a completed Perfection Certificate for Issuer and each Guarantor; and (l) the Operating Company Pledge Agreement duly executed by American Pacific Borates Pty Ltd (ARBN 68 615 606 114) and the Collateral Agent, on behalf of the Secured Partiesadvances thereunder.

Conditions Precedent to Restatement Date. On the Restatement Date: (a) The effectiveness Administrative Agent shall have received, on behalf of this Agreement itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel for the Borrowers and the Subsidiaries, substantially to the effect set forth in Exhibit N, and (ii) each special and local counsel to the Borrowers and the Subsidiaries (including special regulatory counsel) as the Arrangers may reasonably request, in each case (A) dated the Restatement Date, (B) addressed to the Administrative Agent, the Issuing Bank and the Lenders and (C) covering such matters relating to the Loan Documents and the Transactions as the Arrangers shall reasonably request and which are customary for transactions of the type contemplated herein, and the Borrowers and the Subsidiaries hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or other formation documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Restatement Date is subject and at all times since a date prior to the satisfaction date of the following conditions precedent. resolutions described in clause (aB) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a copy certificate of this Agreement, duly executed by Issuer, each Purchaser, each Guarantor another officer as to the incumbency and Collateral Agent; (b) delivery specimen signature of the Notes in an aggregate principal amount of $63,561,300.00, duly executed by Issuer, Secretary or Assistant Secretary executing the certificate pursuant to Bluescape, Ascend (ii) above; and Meridian; (civ) to such other documents as the extent requested by the Purchasers or Collateral Administrative Agent, a properly completed and duly executed IRS Form W-9 the Arrangers, the Issuing Bank or the Lenders may reasonably request (or other applicable tax form) from Issuer and all other including, if requested, documentation and other information required by bank regulatory authorities under applicable “know your customer” and antiAnti-money laundering Money Laundering rules and regulations;, including the Patriot Act). (c) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of the Company, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (d) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of each Borrower, (ii) the Operating Documents Guarantee and good standing certificates Collateral Agreement, executed and delivered by a duly authorized officer of Issuer the Company and each Guarantor certified Subsidiary Guarantor, (iii) a Mortgage covering each of the Mortgaged Properties, executed and delivered by a duly authorized officer of each Loan Party thereto, (iv) the Control Agreements, executed and delivered by a duly authorized officer of each Loan Party thereto, (v) the Intellectual Property Security Agreements, executed and delivered by a duly authorized officer of each Loan Party thereto, (vi) the Collateral Trust Agreement, executed and delivered by a duly authorized officer of the Company and each Subsidiary Guarantor, (vii) the Omnibus Assignment, executed and delivered by a duly authorized officer of each party thereto, (viii) if requested by any Lender pursuant to Section 2.04, a promissory note or notes conforming to the requirements of such Section and executed and delivered by a duly authorized officer of each Borrower and (ix) a Lender Addendum executed and delivered by each Lender and accepted by the Secretary Borrowers. (e) There shall not exist (on a pro forma basis after giving effect to the Transactions) any Default or Event of State Default hereunder or any default or event of default under the Senior Note Documents or related documents or under any other material indebtedness or agreement of the Company or any Significant Subsidiary, or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary (or equivalent agencyexcluding in each case the Peakers Entities). (f) The capital structure (including outstanding Indebtedness) of Issuer’s the Company and such Guarantor’s jurisdiction the Subsidiaries after the Transactions and the sources and uses of organization funds in connection with the Transactions shall be reasonably satisfactory to the Arrangers. (g) The Company shall have complied with all of its obligations under and agreements in the Engagement Letter relating to the payment in full of all fees and reimbursable expenses payable thereunder on or formation and each jurisdiction in which Issuer and each Guarantor is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Restatement Date;Date pursuant to the terms and conditions of the Engagement Letter, and complied with all other obligations in the Engagement Letter in all material respects. (eh) a certificate of Issuer executed by The Collateral Trustee, for the Secretary of Issuer and each Guarantor executed by a director ratable benefit of the relevant Guarantor with appropriate insertions and attachmentsSecured Parties, including with respect to (i) the Operating Documents of Issuer or such Guarantor (which Certificate of Incorporation of Issuer shall be certified by the Secretary of State have been granted on each of the State of Delaware); Closing Date and the Restatement Date first priority perfected Liens on the Collateral (ii) the resolutions adopted by the Board of Directors or the board of directors (or the functional equivalent thereof) of such Guarantor (except for other than any Australian Obligor, for which only an extract of such resolutions will be given) for the purpose of approving the transactions contemplated by the Note Documents; (iiiExcluded Perfection Assets) (subject, in the case of each Guarantorall Collateral other than Pledged Securities, only to Liens expressly permitted by Section 6.02) and customary Guarantees from the up-to-date share register Subsidiary Guarantors and shall have received such other reports, documents and agreements as the Collateral Trustee or the Collateral Agent shall reasonably request and which are customarily delivered in connection with security interests in real property assets, including title insurance that is consistent with the title insurance that was obtained on the Closing Date. The Pledged Securities shall have been duly and validly pledged under the Guarantee and Collateral Agreement to the Collateral Trustee, for the ratable benefit of the Secured Parties, and certificates representing such Guarantor; Pledged Securities, accompanied by instruments of transfer and (iv) (stock powers endorsed in blank, shall be in the case actual possession of each Guarantorthe Collateral Trustee. (i) Each of the identification facilities contemplated by name this Agreement shall have received a rating by S&P and titleby Mxxxx’x. (j) All material governmental and third party approvals (including landlords’ and other consents) and consents, including approvals of FERC under the FPA and consents and approvals of the Securities and Exchange Commission under PUHCA, and other regulatory approvals necessary in connection with the specimen signatures ofTransactions and the continuing operations of the Company and the Subsidiaries, taken as a whole, shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose material adverse conditions on the officers of such Guarantor authorized to sign the Note Documents to which such Guarantor is party;Transactions. (fk) a duly executed legal opinion of counsel The Arrangers shall have received the financial statements and other information required on or prior to Issuer dated as of the Restatement Date, Date pursuant to Section 3.05 all in form and substance satisfactory to the Purchasers;Arrangers. (gl) The Collateral Trustee and the Collateral Agent shall have received a duly executed legal opinion of Australian counsel Perfection Certificate dated on or prior to Issuer and Guarantors dated as of the Restatement Date. The Arrangers shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Company and those of the Subsidiaries that shall be Subsidiary Guarantors or shall otherwise have assets that are included in the Collateral, and such search shall reveal no Liens on any of the assets of the Company or any of such Subsidiaries except, in the case of Collateral other than Pledged Securities, for Liens expressly permitted by Section 6.02 and except for Liens to be discharged on or prior to the Restatement Date pursuant to documentation reasonably satisfactory to the Arrangers. (m) The Arrangers shall have received and be reasonably satisfied with (i) an updated appraisal from BearingPoint, Inc. of certain material assets to be specified by the Arrangers in consultation with the Company and that are to be included in the Collateral, (ii) an updated report from Black & Vxxxxx Corporation on certain environmental, engineering and related matters with respect to material real property owned or leased by, or principal facilities owned by, the Company and the Subsidiaries, as the case may be, in each case to be specified by the Arrangers in consultation with the Company and (iii) an updated insurance report from Mxxxx USA Inc. with respect to material assets to be included in the Collateral. (n) The Arrangers shall have received a solvency certificate from either the chief financial officer or both the chief accountant and treasurer of the Company, which certificate shall confirm the solvency of the Company and each of the Subsidiary Guarantors after giving effect to the Transactions, all in form and substance reasonably satisfactory to the Purchasers;Arrangers. (ho) The Arrangers shall have received evidence reasonably satisfactory to them that the representations Lenders shall have assigned (or be simultaneously assigning) all loans and warranties in Section 5 hereof the Borrower shall have repaid (or be true, accurate and complete in simultaneously repaying) all material respects other amounts outstanding under the Original Credit Agreement on the Restatement Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as Date (other than Existing Letters of such dateCredit), and no Event of Default shall have occurred and be continuing that any breakage or result from the purchase of Notes; (i) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (j) payment of the fees, Purchasers’ Expenses, legal fees and expenses of the Collateral Agent indemnity payments in connection with such assignment or repayment, to the negotiation extent invoiced pursuant to the terms of the Original Credit Agreement, shall have been (or are simultaneously being) paid. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.08). It is understood and agreed that no term of the amendment and restatement contemplated hereby shall be effective until the Restatement Date occurs, and that this Agreement and the other Note Predecessor Security Documents shall continue in full force and Collateral Agent Fees then due as specified effect in Section 2.4 hereof; (k) a completed Perfection Certificate for Issuer the form applicable prior to the amendment and each Guarantor; and (l) restatement contemplated hereby until the Operating Company Pledge Agreement duly executed by American Pacific Borates Pty Ltd (ARBN 68 615 606 114) and the Collateral Agent, on behalf of the Secured PartiesRestatement Date.