EXECUTED AND DELIVERED AND CONSTITUTE VALID AND BINDING OBLIGATIONS OF EACH
BORROWER PARTY A PARTY THERETO, ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS (EXCEPT AS MAY BE LIMITED BY APPLICABLE BANKRUPTCY LAWS AND OTHER LAWS
AFFECTING THE ENFORCEABILITY OF CREDITORS' RIGHTS GENERALLY AND PRINCIPLES OF
EQUITY), AND LENDER PARTIES WILL BE ENTITLED TO THE BENEFITS OF ALL OF THE LOAN
DOCUMENTS.
9.3
EQUITY OWNERS AND EQUITY AGREEMENTS.
SET FORTH ON SCHEDULE 9.3 IS
A COMPLETE AND ACCURATE LIST OF (I) ALL HOLDERS OF THE EQUITY INTERESTS OF THE
MEMBERS OF THE BORROWER CONSOLIDATED GROUP (OTHER THAN KMG CHEMICALS), SHOWING
AS OF THE CLOSING THE EQUITY INTERESTS OWNED BY EACH EQUITY OWNER, WHICH EQUITY
INTERESTS HAVE BEEN VALIDLY ISSUED, ARE FULLY PAID AND NON-ASSESSABLE, AND ARE
OWNED BY SUCH PERSONS FREE AND CLEAR OF ALL LIENS; AND (II) ALL THE EQUITY
AGREEMENTS.
9.4
NAME.
SET FORTH ON SCHEDULE 9.4 IS A COMPLETE AND ACCURATE LIST
OF (I) ALL NAMES UNDER WHICH BORROWERS HAVE DONE BUSINESS IN THE LAST SIX YEARS;
AND (II) THE NAMES OF ALL PERSONS WHOSE ASSETS (X) WERE ACQUIRED IN THE LAST SIX
YEARS BY BORROWER OUTSIDE OF BORROWER'S ORDINARY COURSE OF BUSINESS, (Y) WERE
INCLUDED AS ASSETS OF BORROWERS ON THE MOST RECENT FINANCIAL STATEMENTS WITH A
MARKET VALUE OF MORE THAN $250,000.00, AND (Z) CONSTITUTE PART OF THE
COLLATERAL.
9.5
MATERIAL CONTRACTS.
SET FORTH ON SCHEDULE 9.5 IS A COMPLETE AND
ACCURATE LIST OF ALL OF THE MATERIAL CONTRACTS.
9.6
CONSENTS OR APPROVALS.
(A)
EXCEPT FOR APPROVALS, AUTHORIZATIONS ALREADY OBTAINED AND REMAINING
IN EFFECT, AND NOTICES TO AND FILINGS ALREADY GIVEN AND MADE, NO CONSENT OR
APPROVAL OF ANY THIRD PERSON, AND NO AUTHORIZATION, APPROVAL OR OTHER ACTION BY,
AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER THIRD
PERSON IS REQUIRED WITH RESPECT TO THE OPERATION OF
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BORROWER'S BUSINESS (UNLESS THE FAILURE TO OBTAIN OR FILE SUCH APPROVALS,
AUTHORIZATIONS, NOTICES AND FILINGS WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT).
(B)
NO CONSENT OF ANY THIRD PERSON AND NO AUTHORIZATION, APPROVAL OR
OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR
OTHER THIRD PERSON THAT IS REQUIRED HAS NOT BEEN OBTAINED EITHER (I) FOR THE DUE
EXECUTION, DELIVERY, RECORDATION, FILING OR PERFORMANCE BY ANY BORROWER PARTY OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR THE CONSUMMATION OF THE
TRANSACTION CONTEMPLATED HEREBY, (II) FOR THE MORTGAGE, PLEDGE, ASSIGNMENT, OR
GRANT BY BORROWER OF COLLATERAL AGENT'S LIEN, (III) FOR THE PERFECTION OR
MAINTENANCE OF COLLATERAL AGENT'S LIEN, EXCEPT FOR THE RECORDING OF THE
MORTGAGES AND THE FINANCING STATEMENTS, OR (IV) FOR THE EXERCISE BY LENDER
PARTIES OF THEIR RIGHTS OR REMEDIES PROVIDED FOR IN THIS AGREEMENT OR IN ANY OF
THE OTHER LOAN DOCUMENTS (EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAWS IN
CONNECTION WITH THE FORECLOSURE AND DISPOSITION OF THE COLLATERAL).
ALL
APPLICABLE WAITING PERIODS, IF ANY, IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE EXPIRED WITHOUT ANY ACTION HAVING BEEN