iii.
Estimated Closing Statement; Closing Payments

Section # Estimated Closing Net Working Capital Statements; Pre-Closing Management Fees and Closing Statement.

Closing Certificate and Closing Liquidity. [[Organization B:Organization]] shall have received a closing certificate signed by the Chief Financial Officer of each Loan Party dated as of the date hereof, stating that # all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, # each Loan Party is on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the Other Documents, # on such date no Default or Event of Default has occurred or is continuing, and # [[Organization A:Organization]] have Liquidity on the Closing Date (after giving effect to the payment of all fees, expenses to be paid on the Closing Date, all Advances made on the Closing Date, and all trade payables aged sixty (60) days or older) of at least $20,000,000, which statement shall be accompanied by a Borrowing Base Certificate demonstrating such calculation;

Shareholders shall deliver to ​, in form and substance reasonably satisfactory to ​, paperwork evidencing the AUFP Equity, together with stock powers duly for such paperwork to allow such paperwork to be registered in the name of Hainan ​;

Closing Certificate. The Administrative Agent shall have received # a certificate of each Loan Party party hereto on the date hereof, dated the Closing Date, substantially in the form of Exhibit C-11], with appropriate insertions and attachments, # a long form good standing certificate for each Loan Party from its jurisdiction of organization, incorporation or other organization, as applicable, and # a certificate from a Responsible Officer of the Borrower, substantially in the form of Exhibit C-22].

Closing Fees. (i) The Borrower agrees to pay to the Administrative Agent for the account of each Term Lender on the Closing Date in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, an upfront fee (which may take the form of OID) in an amount equal to 0.50% of the stated principal amount of such Term Lender’s Initial Term Loans, payable to such Term Lender from the proceeds of its Initial Term Loans as and when funded on the Closing Date. Such fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

The Closing. The closing of the sale and purchase of the Subordinated Notes (the “Closing”) shall occur at the offices of the Company at 10:00 a.m. (local time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree, including remotely via the electronic or other exchange of documents and signature pages.

The Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger and the other Transactions (the “Closing”) will take place remotely via the exchange of electronic signature pages on the second Business Day following the satisfaction or waiver of each of the conditions set forth in Article VI hereof (other than those conditions which can be satisfied only at the Closing, but subject to the satisfaction or waiver of such conditions at Closing), or at such other time and place as may be agreed to by BRPA and the Company (such date, the “Closing Date”). Subject to the provisions of Article VII of this Agreement, the failure to consummate the Closing on the date and time determined pursuant to this Section 1.5 will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement. Subject to the satisfaction or waiver of all of the conditions set forth in Article VI of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, the Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Sections 251 and 1033] of the DGCL.

Closing Deliveries. Concurrently with the execution of this Amendment, the Borrowers shall: