Common use of Conditions to Effectiveness of this Third Amendment Clause in Contracts

Conditions to Effectiveness of this Third Amendment. Section 3.1. This Third Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Third Amendment, duly executed by the Company, the Parent Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received a true, correct and complete copy of the Fourth Amendment to Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, PNC Capital Markets, Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent (the “Bank Credit Agreement”); (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing the execution, delivery and performance by the Company and the Parent Company of this Third Amendment, certified by its Secretary or an Assistant Secretary and (ii) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing execution, delivery and performance by the Company of the Bank Credit Agreement; (d) the representations and warranties of the Company and the Parent Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof; and (e) the Company shall have paid the fees and expenses of Xxxxxxx and Xxxxxx LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment. Upon receipt of all of the foregoing, this Third Amendment shall become effective.

Conditions to Effectiveness of this Third Amendment. Section 3.1. This Third Amendment shall not become effective until, and shall become effective when, each and every one upon the satisfaction of the following conditions shall have been satisfied:precedent (the date of such satisfaction, the “Third Amendment Effective Date”): (a) executed The Administrative Agent shall have received counterparts of (i) this Third Amendment duly executed and delivered by each of the Parent, the Borrower, the Co-Issuer, each of the Subsidiary Guarantors and the Administrative Agent, and (ii) consents, in the form set forth hereto as Annex II (each, a “Lender Consent”), executed by the Lenders constituting the Required Lenders. (b) Prior to and after giving effect to this Third Amendment, duly executed by the Company, the Parent Company and the holders each of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received a true, correct and complete copy of the Fourth Amendment to Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, PNC Capital Markets, Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent (the “Bank Credit Agreement”); (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing the execution, delivery and performance by the Company and the Parent Company of this Third Amendment, certified by its Secretary or an Assistant Secretary and (ii) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing execution, delivery and performance by the Company of the Bank Credit Agreement; (d) the representations and warranties of made by any Loan Party in or pursuant to the Company and the Parent Company set forth in Section 2 hereof Loan Documents shall be true and correct in all material respects on and with respect as of the date hereof as if made on and as of such date, provided that the references to the Credit Agreement in such representations and warranties shall be deemed to refer to the Credit Agreement as amended pursuant to this Third Amendment. (c) No Default or Event of Default shall have occurred and be continuing on the date hereof; andhereof after giving effect to the transactions contemplated hereby. (d) The Borrower shall have paid (i) to the Administrative Agent, all outstanding costs and expenses owing to the Administrative Agent and (ii) to each Lender who executes and delivers to the Administrative Agent a Lender Consent prior to February 6, 2007, an amendment fee equal to 10bps on the aggregate amount of such Lender’s Term Loan D Loans and Revolving Loan Commitments (used or unused). (e) the Company The Administrative Agent shall have paid received such additional documentation as the fees Administrative Agent may reasonably require, including, without limitation, the Contribution Agreement and expenses of Xxxxxxx and Xxxxxx LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment. Upon receipt of all of the foregoing, this Third Amendment shall become effectiverelated documentation.

Conditions to Effectiveness of this Third Amendment. Section 3.1. This Third Amendment shall not become effective until, and shall become effective when, on the date (the “Third Amendment Effective Date”) when each and every one of the following conditions shall have been satisfied: (a) executed counterparts no Event of this Default exists as of the Third Amendment Effective Date, both before and immediately after giving effect to the Third Amendment, duly executed by the Company, the Parent Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders shall have received a true, correct and complete copy all of the Fourth Amendment to Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, PNC Capital Markets, Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent (the “Bank Credit Agreement”); (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing the execution, delivery and performance by the Company and the Parent Company of this Third Amendment, certified by its Secretary or an Assistant Secretary and (ii) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing execution, delivery and performance by the Company of the Bank Credit Agreement; (d) the representations and warranties of the Company Borrower and each other Loan Party contained in the Credit Agreement and the Parent Company set forth other Loan Documents (including this Third Amendment) are true and correct in Section 2 hereof all material respects on the Third Amendment Effective Date, both before and after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and with respect to the date hereofsuch date); and (ec) the Company Borrower, Holdings, the other Guarantors, the Administrative Agent and the Revolving Credit Lenders constituting the Required Revolving Credit Lenders shall have paid signed a counterpart hereof (whether the fees same or different counterparts) and expenses shall have delivered (including by way of Xxxxxxx and Xxxxxx LLP, counsel facsimile or other electronic transmission) the same to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment. Upon receipt of all of the foregoing, this Third Amendment shall become effectiveAdministrative Agent.

Conditions to Effectiveness of this Third Amendment. Section 3.1. (a) This Third Amendment shall not become effective until, and shall become effective when, each and every one of on the following conditions shall have been satisfieddate (the “Third Amendment Effective Date”) on which: (ai) The Administrative Agent shall have received duly executed and delivered counterparts of this Third AmendmentAmendment that, duly executed by when taken together, bear the Companysignatures of the Borrower, Holdings, the Parent Company Additional Term Lenders, the Administrative Agent (on its behalf, as well as on behalf of the Required Lenders and the holders of at least 51% Exchanging Term Lenders) and all Guarantors; (ii) (A) Each of the outstanding principal representations and warranties set forth in Section 3 shall be true and correct in all material respects on and as of the NotesThird Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to a given date or period, in which case such representations and warranties shall have been delivered true and correct in all material respects on and as of such date or period; provided that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects as of such respective dates and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the Noteholderstransactions contemplated hereby; (biii) the Noteholders The Administrative Agent shall have received a truecustomary written opinion of (a) Ropes & Xxxx LLP, correct special counsel for the Loan Parties, dated as of the Third Amendment Effective Date and addressed to the Administrative Agent and the Lenders and (b) Babst, Calland, Xxxxxxxx and Zomnir, P.C., special counsel for the Borrower and any Guarantors organized under the laws of Pennsylvania, dated as of the Third Amendment Effective Date and addressed to the Administrative Agent and the Lenders; (iv) The Administrative Agent shall have received: (1) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Loan Party dated the Third Amendment Effective Date, certifying (A) that either (x) attached thereto is a true and complete copy of each Organizational Document of such Loan Party and, with respect to the Fourth Amendment articles or certificate of incorporation or organization (or similar document) certified (to Amended and Restated Credit Agreement the extent applicable) as of a recent date by and among the Company, Secretary of State of the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, PNC Capital Markets, Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent state of its organization or (the “Bank Credit Agreement”); (cy) the Noteholders shall Organizational Documents of such Loan Party last delivered to the Administrative Agent have received not been amended and are in full force and effect, (iB) that attached thereto is a true and complete copy of the resolutions of duly adopted by the Board of Directors of the Parent Company GP such Loan Party authorizing the execution, delivery and performance of this Third Amendment and any other Loan Documents executed in connection with this Third Amendment 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 as of the date of such certificate, and (C) as to the incumbency and specimen signature of each officer or authorized person executing this Third Amendment and any other Loan Document executed in connection with this Third Amendment or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this clause (i)); (2) to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization; (3) a certificate dated the Third Amendment Effective Date and signed by a Responsible Officer of the Company Borrower, confirming compliance with the condition precedent set forth in Section 4(a)(ii); (4) a certificate dated as of the Third Amendment Effective Date in substantially the form of Exhibit L to the Credit Agreement from the Chief Financial Officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set forth therein; and (5) a Borrowing Request completed and signed by a Responsible Officer of the Borrower; (v) The aggregate proceeds of all Additional Term Loans, if any, shall have been applied, concurrently with the exchange of the Exchanged Term Loans with the Third Amendment Term Loans, to refinance in full all Existing Tranche B-1 Term Loans, other than Exchanged Term Loans, and to repay in full all Existing Tranche B-2 Term Loans, on the terms and subject to the conditions set forth herein; (vi) The Borrower shall have, concurrently with the exchange of Exchanged Term Loans for the Third Amendment Term Loans and the Parent Company making of the Additional Term Loans, if any, (A) paid all accrued and unpaid interest and other amounts on the aggregate principal amount of the Existing Term Loans and (B) paid to all Term Lenders holding Existing Term Loans immediately prior to the Third Amendment Effective Date that are not party to this Third Amendment, if any, all indemnities, cost reimbursements and other Obligations (as defined below), if any, then due and owing to such Term Lenders under the Loan Documents (prior to the effectiveness of this Third Amendment, certified by its Secretary or an Assistant Secretary ) and (ii) a copy of which the resolutions of the Board of Directors of the Parent Company GP authorizing execution, delivery and performance by the Company of the Bank Credit Agreement; (d) the representations and warranties of the Company and the Parent Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereofBorrower has been notified; and (evii) the Company The Amendment Arrangers shall have paid the received all fees and expenses of Xxxxxxx other amounts due and Xxxxxx LLP, counsel payable on or prior to the NoteholdersThird Amendment Effective Date, in connection including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document or other agreement with the negotiation, preparation, approval, execution and delivery of this Third Amendment. Upon receipt of all of Borrower relating to the foregoing, this Third Amendment shall become effectivetransactions contemplated hereby.

Conditions to Effectiveness of this Third Amendment. Section 3.1. This Third Amendment shall not become effective until, and shall become effective when, each and every one of (the “Third Amendment Effective Date”) immediately when the following conditions shall have been satisfied:satisfied (or waived, which waiver may be concurrent with the satisfaction of the other conditions specified below): (a) executed counterparts of this Third AmendmentThe Borrower, duly executed by the CompanyHoldings, the Parent Company Administrative Agent and the holders of at least 51% of the outstanding principal of the Notes, each 2019-2 Refinancing Revolving Lender shall have been delivered to signed a counterpart hereof (whether the Noteholders;same or different counterparts). (b) the Noteholders The Administrative Agent shall have received a true, correct and complete copy certificate of a Responsible Officer of the Fourth Borrower, dated the Third Amendment to Amended Effective Date, certifying that the conditions in Sections 4(g) and Restated 4(h) of this Third Amendment and those set forth in Section 2.21 of the Credit Agreement by and among have been satisfied as of the Company, the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, PNC Capital Markets, Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent (the “Bank Credit Agreement”);Third Amendment Effective Date. (c) the Noteholders The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party attaching a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a copy recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing this Third Amendment to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of the Parent Company GP each Loan Party approving and authorizing the execution, delivery and performance of this Third Amendment or any other document delivered in connection herewith to which it is a party, certified as of the Third Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) solely with respect to the Borrower, a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of the Borrower’s jurisdiction of incorporation, organization or formation; provided that in the case of immediately preceding clauses (i) and (ii), such documents shall not be required to be delivered if such certificate includes a certification by such officer that the applicable Organizational Documents or resolutions delivered to the Administrative Agent in connection with the Effective Date remain in full force and effect and have not been amended, modified, revoked or rescinded since the Effective Date. (d) The Administrative Agent shall have received a solvency certificate, substantially in the form of Exhibit E-2 of the Credit Agreement, from the chief financial officer or chief accounting officer or other officer with equivalent duties of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to this Third Amendment. (e) The Borrower shall have paid to the Administrative Agent for the ratable benefit of each 2019-2 Refinancing Revolving Lender, an upfront fee in an amount equal to 0.15% of the aggregate amount of the 2019-2 Refinancing Revolving Commitments held by such 2019-2 Refinancing Revolving Lender on the Third Amendment Effective Date, with each such payment to be earned by, and payable to, each such Lender on the Third Amendment Effective Date. (f) On the Third Amendment Effective Date, the Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Company Borrower to be due and payable on or prior to the Parent Company Third Amendment Effective Date (including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid pursuant to Section 9.03(a) of the Credit Agreement); provided that the Borrower shall have been notified of any such amounts due by the Administrative Agent two (2) Business Days before the Third Amendment Effective Date. (g) Immediately before and after giving effect to this Third Amendment, certified by its Secretary or an Assistant Secretary and (ii) a copy all of the resolutions of the Board of Directors of the Parent Company GP authorizing execution, delivery and performance by the Company of the Bank Credit Agreement; (d) the representations and warranties of each Loan Party contained in this Third Amendment and in the Company other Loan Documents (as amended by this Third Amendment) are true and correct in all material respects at such time; provided that, to the Parent Company set forth in Section 2 hereof extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and with respect to the date hereof; andof such credit extension or on such earlier date, as the case may be. (eh) the Company shall have paid the fees Immediately before and expenses of Xxxxxxx and Xxxxxx LLP, counsel after giving effect to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment. Upon receipt , no Default or Event of all Default has occurred and be continuing. (i) Concurrently with the incurrence of the foregoing2019-2 Refinancing Revolving Commitments and the funding of the 2019-2 Refinancing Revolving Loans (if any), this Third Amendment the Refinanced 2019 Revolving Commitments shall become effectivehave been terminated.

Conditions to Effectiveness of this Third Amendment. Section 3.1. This Third Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Third Amendment, duly executed by the Company, the Parent Company and the holders of at least 5166-2/3% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders executed copies of a consent to this Agreement shall have received a true, correct and complete copy of been duly executed by the Fourth Amendment Subsidiaries which are parties to Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, PNC Capital Markets, Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent (the “Bank Credit Agreement”)Subsidiary Guaranties; (c) executed counterparts of an amendment to the Noteholders Intercreditor Agreement reflecting the amendment set forth in Section 1.4 of this Agreement shall have received (i) a copy of been duly executed and delivered by the resolutions of the Board of Directors of the Parent Company GP authorizing the executionBank, delivery and performance by the Company and each Subsidiary delivering a Guaranty to the Parent Company of this Third AmendmentNoteholders and the Bank, certified by its Secretary or an Assistant Secretary and (ii) a copy of shall have been delivered to the resolutions of the Board of Directors of the Parent Company GP authorizing execution, delivery and performance by the Company of the Bank Credit Agreement;Noteholders; and (d) the representations and warranties of the Company and the Parent Company set forth in Section 2 hereof shall be are true and correct on and with respect to the date hereof; and (e) hereof and a certificate of a Responsible Officer certifying the Company same shall have paid the fees and expenses of Xxxxxxx and Xxxxxx LLP, counsel been delivered to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment. Upon receipt of all of the foregoing, this Third Amendment shall become effective. Delivery of this Third Amendment to the Company, duly executed by the holders of at least 66-2/3% of the outstanding principal amount of the Notes, shall acknowledge satisfaction of the foregoing conditions.

Conditions to Effectiveness of this Third Amendment. Section 3.1. (a) This Third Amendment shall not become effective until, and the agreements of the Existing Lenders set forth in Section 1(a) and Section 2(a) hereof shall become effective when, each and every one of on the date (the “Third Amendment Effective Date”) on which the following conditions shall have been satisfiedare satisfied or waived: (ai) The Administrative Agent shall have received duly executed and delivered counterparts of this Third AmendmentAmendment that, duly executed by when taken together, bear the Companysignatures of the Borrowers, Ecovyst, Holdings, each Guarantor, the Parent Company Administrative Agent (on its behalf, and on behalf of the Amendment Date Consenting Lenders (which such Amendment Date Consenting Lenders constitute the Required Lenders on and as of the Third Amendment Effective Date), each Third Amendment Revolving Lender, each Issuing Bank and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the NoteholdersSwingline Lender; (b) the Noteholders shall have received a true, correct and complete copy of the Fourth Amendment to Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, PNC Capital Markets, Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent (the “Bank Credit Agreement”); (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing the execution, delivery and performance by the Company and the Parent Company of this Third Amendment, certified by its Secretary or an Assistant Secretary and (ii) a copy (A) Each of the resolutions of the Board of Directors of the Parent Company GP authorizing execution, delivery and performance by the Company of the Bank Credit Agreement; (d) the representations and warranties of the Company and the Parent Company set forth in Section 2 hereof 3 (other than Section 3(e)) shall be true and correct in all material respects on and as of the Third Amendment Effective Date, with respect the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to a given date hereofor period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date or period; andprovided that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects as of such respective dates and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (eiii) the Company The Administrative Agent shall have paid received a certificate dated the fees Third Amendment Closing Date and expenses signed by a Responsible Officer of Xxxxxxx and Xxxxxx LLPthe US Borrower, counsel to the Noteholders, in connection confirming compliance with the negotiation, preparation, approval, execution and delivery of this Third Amendment. Upon receipt of all of the foregoing, this Third Amendment shall become effective.condition precedent set forth in Section 4(a)(ii);

Conditions to Effectiveness of this Third Amendment. Section 3.1. This Third Amendment shall not become effective until, and shall become effective when, when each and every one of the following conditions shall have has been satisfied: (a) executed counterparts of this Third Amendment, duly executed by the Company, the Parent Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders; (b) the Noteholders executed copies of a consent to this Third Amendment shall have received a true, correct and complete copy of been duly executed by the Fourth Amendment Subsidiaries which are parties to Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, PNC Capital Markets, Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent (the “Bank Credit Agreement”)Subsidiary Guaranties; (c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing the execution, delivery and performance by the Company and the Parent Company of this Third Amendment, certified by its Secretary or an Assistant Secretary and (ii) a copy of the resolutions of the Board of Directors of the Parent Company GP authorizing execution, delivery and performance by the Company of the Bank Credit Agreement; (d) the representations and warranties of the Company and the Parent Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof; and; (ed) the Company shall have paid a fee to each Noteholder in an amount equal to 5 bps of the fees outstanding principal amount of the Notes held by such Noteholder; (e) the amendment to the Bank Credit Agreement dated March 28, 2007 shall have been duly executed and delivered by the parties thereto and such agreement shall be in form and substance satisfactory to each Noteholder executing this Third Ame the Company shall have paid the fees, costs, expenses and disbursements of Xxxxxxx and Xxxxxx LLP, special counsel to the Noteholders, incurred in connection with the negotiation, preparation, approval, execution and delivery consummation of the transactions contemplated by this Third Amendment. Upon receipt of all of the foregoing, this Third Amendment shall become effective. Delivery of this Third Amendment to the Company, duly executed by the holders of at least 51% of the outstanding principal amount of the Notes, shall acknowledge satisfaction of the foregoing conditions.