Effectiveness of this Agreement This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
Conditions to Effectiveness of this Amendment The effectiveness of this Amendment is subject to the satisfaction (or waiver in writing by the Administrative Agent (at the direction of the Required Lenders)) of the following conditions precedent (the date on which such conditions are satisfied or waived being referred to herein as the “Amendment Effective Date”): (a) The Merger shall have been consummated substantially concurrently with or prior to the effectiveness of this Amendment, in all material respects in accordance with the terms of the Transaction Agreement, without giving effect to any modifications, amendments, consents or waivers thereto that individually or in the aggregate are materially adverse to the Consenting Lenders or the Administrative Agent without the prior consent of the Required Lenders (which consent shall not be unreasonably withheld, delayed or conditioned); (b) Immediately prior to and after giving effect to the terms, conditions, and provisions of this Amendment, no Default or Event of Default exists; (c) The representations and warranties contained in this Amendment and the other Loan Documents are correct in all material respects (except any representations and warranties that are qualified by materiality, which shall be true and correct in all respects) with the same effect as though made on and as of the Amendment Effective Date, other than any such representations or warranties that, by their terms, refer to an earlier date, such representations and warranties are true and correct as of such earlier date; (d) Each of the following documents shall have been received by the Administrative Agent: (i) This Amendment, duly executed and delivered by each of the Borrowers, the Guarantors, the Consenting Lenders (which together constitute the Required Lenders and, after application of Section 5 above, constitute all of the lenders, under the Existing Credit Agreement) and the Issuing Banks; (ii) Upon request of any Consenting Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Consenting Lender; (iii) Certified copies of (A) the Constituent Documents of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) (where such concept is legally relevant) a long-form good standing certificate (or its equivalent, if any) for each such Loan Party from its jurisdiction of organization or incorporation; (iv) A certificate of the secretary, an assistant secretary or a director (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Amendment, the Loan Guaranty, the Notes, the pledge agreements and the other documents to be delivered hereunder; (v) A favorable opinion of (a) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Ogier (Jersey) LLP, counsel to the Loan Parties, and (b) A&L Goodbody LLP, local counsel to the Administrative Agent, in each case, in form and substance reasonably acceptable to the Administrative Agent and Consenting Lenders and covering such customary matters relating hereto as any Consenting Lender, through the Administrative Agent, may reasonably request; (vi) A certificate of an officer or any authorized person of Arcadium to the effect that (A) the representations and warranties contained in this Amendment and the other Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default or Event of Default; (vii) That certain Second Amended and Restated Security Agreement, dated as of the date hereof, ▇▇▇▇ executed and delivered by each Loan Party and the Administrative Agent; (viii) A completed Perfection Certificate duly executed and delivered by each Loan Party together with all attachments contemplated thereby; (ix) A pledge agreement governed by Irish law, ▇▇▇▇ executed and delivered by ▇▇▇▇▇▇▇▇, with respect to its shares in IntermediateCo in favor of the Administrative Agent; (x) Solely in respect of IntermediateCo and ▇▇▇▇▇, a certificate certifying that entry into the Loan Documents to which it is or will be a party will not breach sections 82 or 239 of the Irish Companies Act 2014; and (xi) the results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b) of the Amended Credit Agreement; (e) Each document (including any UCC or equivalent filings) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b) of the Amended Credit Agreement), shall be in proper form for filing, registration or recordation; (f) Confirmation that the Borrowers have paid all fees required to be paid on or before the Amendment Effective Date and all expenses of the Administrative Agent, the Australian Security Trustee and the Consenting Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Amendment Effective Date; (g) Such certificates, documents, agreements and information respecting any Borrowers as any Consenting Lender through the Administrative Agent may reasonably request at least three (3) Business Days prior to the Amendment Effective Date, all documentation and other information relating to the Loan Parties required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and to the extent applicable to any Borrower that constitutes a “legal entity customer” under 31 C.F.R. § 1010.230, a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230, in each case, as reasonably requested by any of the Administrative Agent and the Consenting Lenders at least ten (10) Business Days prior to the Amendment Effective Date, and a properly completed and signed IRS Form W-9 for each Loan Party; and (h) All material governmental and third-party consents or approvals necessary in connection with this Amendment or material to the continuing operations of the Borrowers and their respective Subsidiaries 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 governmental authority having appropriate jurisdiction which would restrain or prevent or otherwise impose materially adverse conditions thereon or the financing thereof.