Common use of Conditions Precedent to Closing Date Clause in Contracts

Conditions Precedent to Closing Date. The obligation of each Lender to make an Initial Loan on the Closing Date shall be subject to the following conditions precedent: (a) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for the three most recent fiscal years ended at least 90 days prior to the Closing Date (the Administrative Agent hereby acknowledges receipt of the audited financial statements of the Borrower for the 2008, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements shall be in conformity with GAAP as in effect in Canada); (b) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement); (c) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effect; (e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(c) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects; (f) The Specified Representations shall be true and correct as of the Closing Date; (g) No Default or Event of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) shall have occurred and be continuing as of the Closing Date; (i) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification to the Arrangement Agreement that is materially adverse to the Lenders without the consent of the Administrative Agent and each Initial Lender, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(3) of the Arrangement Agreement, (B) the delivery of items to be delivered on the Arrangement Effective Date and (C) the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 and 6.02 of the Arrangement Agreement (other than with respect to the delivery of certificates) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference to the Closing Date and (ii) the Escrow Arrangement shall be in effect; (i) Each Lender shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (j) All fees required to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all expenses required to be reimbursed by the Borrower, to the Administrative Agent, the Lead Arrangers or any Lender (other than a Defaulting Lender) prior to the Closing Date shall have been paid, to the extent that invoices relating thereto have been presented to the Borrower prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing Date. The obligation of each Lender to make an Initial Loan This Agreement shall be effective on the date (the “Closing Date shall be subject to Date”) on which the following conditions precedentprecedent shall have been satisfied or waived: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or facsimiles (ifollowed promptly by originals) audited consolidated balance sheets and related statements of incomeunless otherwise specified, stockholders’ equity and cash flows of each properly executed by a Responsible Officer of the Borrower and the Target for the three most recent fiscal years ended at least 90 days prior each in form and substance satisfactory to the Closing Date (the Administrative Agent hereby acknowledges receipt and each of the audited financial statements Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) executed copies of the definitive agreements relating to the Internal Wexpro Spin and the Spin Off (including, but not limited to, all schedules and exhibits thereto) (collectively, the “Spin Off Agreements”) in the forms previously approved by the Agents; (iii) a copy of the Amended Revolving Credit Facility entered into and effective on even date herewith; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower for as the 2008Administrative Agent may require evidencing the identity, 2009 authority and 2010 fiscal years capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements shall be in conformity with GAAP as in effect in Canada)other Loan Documents; (bv) The Administrative Agent shall have received a solvency certificates, in form and substance reasonably satisfactory to the Agents, from the chief financial officers of Parent and Borrower; (vi) pro forma consolidated balance sheet and related statement of income of Borrower and its subsidiaries and a pro forma consolidated statement of income of the Borrower as of and for the twelve-year ended December 31, 2009 and three month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) aboveended March 31, 2010 prepared after giving effect to the Transactions Transactions, as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement)period; (cvii) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effect; (e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effectagreements relating to, and the representations corporate and warranties capital structure of, the Borrower and its subsidiaries, and all organizational documents of the Target Borrower and its subsidiaries, in Section 3.0(2)(c) each case as the same will exist after giving effect to the consummation of the Arrangement Agreement regarding Transactions on or prior to the capitalization of the Target shall be true and correct in all material respects; (f) The Specified Representations shall be true and correct as of the Closing Spin Off Date; (gviii) No Default or Event such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is validly existing and in good standing in the jurisdiction of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) shall have occurred and be continuing as of the Closing Dateits incorporation; (iix) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification to the Arrangement Agreement that is materially adverse to the Lenders without the consent of the Administrative Agent and each Initial Lender, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(3) of the Arrangement Agreement, (B) the delivery of items to be delivered on the Arrangement Effective Date and (C) the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 and 6.02 of the Arrangement Agreement (other than with respect to the delivery of certificates) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference to the Closing Date and (ii) the Escrow Arrangement shall be in effect; (i) Each Lender shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot PATRIOT Act; (x) a favorable opinion of Xxxxxx & Xxxxxxx LLP to be addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (xi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied; and (jxiii) All fees required such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) The Internal Wexpro Spin and the Spin Off shall be consummated on the date hereof in accordance with the terms of the Spin Off Agreements, without giving effect to any waiver, consent or other modification, alteration, amendment or change thereof that is materially adverse to the Agents without the consent of the Arrangers; (c) The Administrative Agent shall be paid reasonably satisfied with the Borrower’s available liquidity after giving effect to the Transactions, including the Borrower’s ability to fund up to $650 million of the purchase price for Subject Notes that may be accepted for payment pursuant to the Subject Notes Change of Control Offer. (including fees d) The Administrative Agent shall have received all costs, fees, expenses and other amounts due and payable to each Agent and Lender on or prior to the Closing Date pursuant Spin Off Date, including, to the Fee Letters) by the Borrowerextent invoiced, and reimbursement or payment of all expenses (including, without limitation, Attorney Costs) required to be reimbursed or paid by the Borrower, . (e) After giving effect to the Administrative Agentconsummation of the Spin Off, the Lead Arrangers Borrower and its Subsidiaries shall have no outstanding preferred equity or Indebtedness (excluding intercompany Indebtedness) for borrowed money, except for Indebtedness incurred pursuant to (i) the Subject Notes, (ii) the Amended Revolving Credit Facility and (iii) other existing Indebtedness and disclosed contingent liabilities, if any, as shall be permitted by the Agents (the “Existing Indebtedness”). (f) The Borrower shall have received the Equity Contribution. (g) After giving effect to the Transactions, there shall be no conflict with, or default under, any material agreement of Parent or the Borrower or any Lender of their respective subsidiaries (other than a Defaulting Lenderincluding any such agreements (i) prior entered into pursuant to the Closing Date Transactions and (ii) in respect of Existing Indebtedness), except for such conflicts or defaults as would not reasonably be expected to have a Material Adverse Effect or imposing materially adverse conditions upon any of the Transactions. (h) All necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Transactions shall have been paidobtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any authority having jurisdiction which restrains, prevents, or imposes materially adverse conditions upon, the consummation of the Transactions. Additionally, there shall not exist any judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon any of the Transactions. (i) No litigation by any entity (private or governmental) shall be pending or threatened with respect to the extent Transactions, and which has had, or could reasonably be expected to have, a Material Adverse Effect. (j) As of the Spin Off Date, the representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects on and as of the Spin Off Date (except that invoices relating thereto have been presented such representations and warranties that specifically refer to a prior given date or period shall be required to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), before and after giving effect to the Borrower prior to Transactions, as though made on and as of the Closing Spin Off Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article 3Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing Date. The As conditions precedent to the effectiveness of this Agreement and the obligation of each Lender the Bank to make an Initial Loan on issue the Closing Date shall be subject initial Letters of Credit pursuant to the following conditions precedent:terms hereto, (a) The Administrative Agent Company shall have received provide to the Bank on or before the Closing Date, in form and substance satisfactory to the Bank and its special counsel, Xxxxx Xxxxx LLP: (i) audited consolidated balance sheets this Agreement duly executed and related statements of income, stockholders’ equity and cash flows of each delivered by the Company; (ii) a certificate signed by a duly authorized officer of the Borrower and the Target for the three most recent fiscal years ended at least 90 days prior to Company, dated the Closing Date (the Administrative Agent hereby acknowledges receipt of the audited financial statements of the Borrower for the 2008, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before certifying that on the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements shall be in conformity with GAAP as in effect in Canada);Date, (bA) The Administrative Agent shall have received a pro forma consolidated balance sheet the representations and related pro forma consolidated statement warranties contained in Article IV of income of the Borrower as of this Agreement are correct on and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement); (c) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effect; (e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard as though made on such date; (B) no Event of Default or Potential Default has occurred and is continuing, or would result from the issuance of any Letter of Credit on the date hereof or the execution and delivery of this Agreement; and (C) no event, change or condition has occurred that has had, or could reasonably be expected to any materiality or have, a material adverse effect qualification contained in themon the business, except where the failure assets, operations or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effectcondition, and the representations and warranties financial or otherwise, of the Target in Section 3.0(2)(cCompany and its subsidiaries, taken as a whole, since June 29, 2014; (iii) copies of the resolutions of the Company authorizing the transactions contemplated by this Agreement and certified by the Secretary of the Company; (iv) a certificate of the Secretary of the Company certifying the names and true signatures of the officer(s) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respectsCompany authorized to sign this Agreement; (fv) The Specified Representations shall be true copies of the certificate of incorporation and correct bylaws of the Company, certified by a duly authorized officer of the Company as being a true, complete and accurate copy thereof; (vi) a certificate of good standing of the Company certified by the Secretary of State of Delaware, as of a date reasonably close to the Closing Date; (gvii) No Default or Event a written opinion of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) shall have occurred and be continuing as of the Closing Date; (i) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification external counsel to the Arrangement Agreement that is materially adverse to the Lenders without the consent of the Administrative Agent and each Initial LenderCompany, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(3) of the Arrangement Agreement, (B) the delivery of items to be delivered on the Arrangement Effective Date and (C) the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 and 6.02 of the Arrangement Agreement (other than with respect to the delivery of certificates) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference to the Closing Date and (ii) the Escrow Arrangement shall be in effect; (i) Each Lender shall have received, at least five Business Days prior to dated the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, as to such matters as the Patriot ActBank may reasonably request; and (jviii) All fees required such other documents, certificates and opinions as the Bank or its special counsel may reasonably request; (b) all filings or recordings necessary or reasonably requested by the Bank (including financing statements and precautionary financing statements), to perfect the rights, titles and interests of the Bank intended to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) created by the Borrower, and all expenses required to be reimbursed by the Borrower, to the Administrative Agent, the Lead Arrangers or any Lender (other than a Defaulting Lender) prior to the Closing Date Section 2.8 hereof shall have been paid, made in the appropriate places or offices; and (c) all legal requirements provided herein incident to the extent that invoices relating thereto have been presented execution, delivery, and performance of this Agreement and the transactions contemplated hereby and thereby, shall be reasonably satisfactory to the Borrower prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying Bank and its objection theretospecial counsel.

Conditions Precedent to Closing Date. The Each Lender’s obligation of each Lender to make an Initial a Term Loan on the Closing Date shall be is subject to the following conditions precedent:condition precedent that Administrative Agent and each Lender shall have received (or shall have consented to waive), in form and substance reasonably satisfactory to Administrative Agent): (a) The Administrative Agent shall have received (i) audited consolidated balance sheets the Term Notes, an IP Security Agreement (to the extent any Loan Party has acquired Intellectual Property since the Effective Date required to be included thereon in accordance with the terms of this Agreement), to the extent required hereunder or under the Pledge Agreement, all other Loan Documents, each duly executed by each Loan Party required to be party thereto, as applicable and related statements (ii) an amendment to this Agreement substantially in the form attached hereto as Exhibit F to set forth, among other terms, the Term Loan Commitments of incomethe Lenders on Schedule 1.1, stockholders’ equity the Interest Rate in Section 2.3(a) hereof, the amortization schedule set forth in Section 2.3(b) hereof, the Stated Maturity Date and cash flows of the covenant levels for the Total Net Debt to Consolidated EBITDA Ratio and Consolidated Fixed Charge Coverage Ratio set forth in Section 7.15, each as reasonably determined by Administrative Agent in accordance with the terms hereof; (b) updated Schedule 5.2 solely to add the Closing Date Acquisition Intellectual Property as owned Intellectual Property, which shall be in form, scope and substance satisfactory to Administrative Agent; (c) a completed Perfection Certificate for each of the Borrower Loan Parties (and assuming the Target for Closing Date Acquisition has been consummated in accordance with the three most recent fiscal years ended at least 90 terms of the Closing Date Acquisition Documents); (d) certified copies, dated as of date no earlier than thirty (30) days prior to the Closing Date (the Administrative Agent hereby acknowledges receipt Date, of the audited financial statements of the Borrower for the 2008financing statement searches, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements shall be in conformity with GAAP as in effect in Canada); (b) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of request, accompanied by written evidence (including any UCC termination statements) that the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial Liens indicated in any such financing statements either constitute Permitted Liens or have been delivered pursuant to clause (a) aboveor, prepared after giving effect to in connection with the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) Closing Date, will be terminated or at the beginning of such period (in the case of the income statement); (c) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effectreleased; (e) The Arrangement Agreement Representations shall be true certification that the Borrower is Solvent and correct Parent and its Subsidiaries, when taken as of the Closing Date without regard to any materiality or material adverse effect qualification contained in thema whole, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(c) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects;are Solvent. (f) The Specified Representations shall delivery of an intercompany note evidencing Indebtedness among the Loan Parties, in form and substance reasonably satisfactory to Administrative Agent; (g) a payoff letter executed by each applicable financing source requested by Administrative Agent and required to be true repaid on the Closing Date pursuant to the terms of this Agreement; (h) a subordination agreement with each applicable financing source requested by Administrative Agent and correct required to be subordinated to the Obligations pursuant to the terms of this Agreement; (i) evidence reasonably satisfactory to Administrative Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender’s loss payable and/or additional insured clauses or endorsements in favor of Administrative Agent, for the ratable benefit of the Lenders; (j) the Organization Documents (or certificates of no change) and good standing certificates of each Loan Party certified by the Secretary of State (or equivalent agency) of such Loan Party’s jurisdiction of organization or formation, each as of a date no earlier than thirty (30) days prior to the Closing Date; (gk) No Default or Event a copy of Default arising under resolutions of the governing body for each Loan Party evidencing approval of the Term Loans and other transactions evidenced by the Loan Documents; (l) duly executed original officer’s certificates for each Loan Party certifying as to (i) the incumbency of each Responsible Officer executing each Loan Document and (ii) the documents delivered pursuant to Section 7.01(a3.2(j) and 3.2(k), Section 7.01(jin a form reasonably acceptable to Administrative Agent; (m) or Section 7.01(k) shall have occurred and be continuing duly executed legal opinions of counsel to each Loan Party dated as of the Closing DateDate in form and substance reasonably satisfactory to Administrative Agent; (n) delivery of a duly authorized original officer’s certificate, executed by each Loan Party, (i) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification certifying to the Arrangement Agreement that is materially adverse to the Lenders without the consent satisfaction of the Administrative Agent and each Initial Lender, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(33.2(e) of the Arrangement Agreementand Section 3.2(r), (Bii) the delivery of items certifying to be delivered on the Arrangement Effective Date and (C) the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 Section 3.3(b), (c) and 6.02 (d) hereof and (iii) certifying and attaching true, correct and complete copies of the Arrangement executed Closing Date Acquisition Agreement (other than with respect to the delivery of certificates) would be satisfied as in effect on the Effective Date, together with all amendments, supplements or other modifications thereto) and each other executed Closing Date if each reference to “Acquisition Document (as in effect on the Effective Time” Date or “in the form in effect on the Effective Date” therein were a reference to the Closing Date and , together with all amendments, supplements or other modifications thereto) (ii) the Escrow Arrangement each such document shall be in effectform, scope and substance satisfactory to Administrative Agent); (io) Each Lender receipt of confirmation by Administrative Agent that all costs, fees and expenses due to any affiliate of Administrative Agent under the Engagement Letter shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (j) All fees required to be been paid (including fees payable on or prior to the Closing Date or substantially contemporaneously with the funding of the Term Loan; (p) payment to Administrative Agent, for the account of Administrative Agent and the Lenders, of Lxxxxxx’ Expenses as specified in Section 2.4 hereof; (q) delivery of (i) all certificates (if any) evidencing any certified Equity Interests pledged to Administrative Agent pursuant to the Fee LettersPledge Agreement, together with duly executed in blank, undated transfer powers attached thereto, and, for Pledged Uncertificated Stock (as defined in the Pledge Agreement), entry into an agreement to grant the Administrative Agent a perfected, first-priority Lien by “control” as defined in Section 8-106 of the UCC; and (ii) to the extent required by the BorrowerPledge Agreement, all Pledged Debt, together with duly executed in blank, undated allonges attached thereto; (r) evidence that the Closing Date Acquisition shall be consummated, and all expenses required to such Closing Date Acquisition shall only be reimbursed by consummated, substantially contemporaneously with the Borrowerfunding of the Term Loan on the Closing Date in accordance with the terms of the Closing Date Acquisition Agreement (as in effect on the Effective Date or as otherwise amended, to supplemented or otherwise modified with the written consent of the Administrative Agent, the Lead Arrangers or any Lender () and each other than a Defaulting Lender) prior to the Closing Date Acquisition Document (as in effect on the Effective Date or in form in effect as of the Effective Date or as otherwise amended, supplemented or otherwise modified with the written consent of the Administrative Agent); and (s) evidence that the Common Stock Offering shall have been paid, to the extent that invoices relating thereto have been presented to the Borrower prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoconsummated.

Conditions Precedent to Closing Date. The Lenders’ obligation of each Lender to make an Initial Loan on the Closing Date Loans shall be subject to all of the following conditions precedentprecedent having been satisfied (or waived in accordance with Section 10.01) on or before the Commitment Termination Date: (a) The Administrative Agent Effective Date shall have received occurred. (b) (i) audited consolidated balance sheets and related statements of incomeThe Exelis Acquisition shall have been, stockholders’ equity and cash flows of each or substantially concurrently with the funding under the Facility shall be, consummated in accordance with the terms of the Borrower and the Target for the three most recent fiscal years ended at least 90 days prior Acquisition Agreement (as may be amended, supplemented or otherwise modified pursuant to the Closing Date subclause (the Administrative Agent hereby acknowledges receipt of the audited financial statements of the Borrower for the 2008, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal yearsii)) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each no provision of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements shall be in conformity with GAAP as in effect in Canada); (b) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement); (c) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effect; (e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(c) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects; (f) The Specified Representations shall be true and correct as of the Closing Date; (g) No Default or Event of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) shall have occurred and be continuing as of the Closing Date; (i) All conditions set forth in Article 6 of the Arrangement Acquisition Agreement shall have been satisfied waived, amended, supplemented or waived otherwise modified, and no consent by the Borrower or any of its Subsidiaries shall have been provided thereunder, in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification to the Arrangement Agreement that each case which is materially adverse to the interests of the Lenders without the Arranger’s prior written consent of the Administrative Agent and each Initial Lender, (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned); provided that, except for (Ax) any decrease in the conditions set forth in Section 6.03(3) cash portion of the Arrangement Agreement, (B) purchase consideration for the delivery Exelis Acquisition exceeding 10% in the aggregate shall be deemed materially adverse to the Lenders and any decrease of items the cash portion of such purchase consideration equal to or less than 10% in the aggregate shall be delivered on deemed not materially adverse to the Arrangement Effective Date Lenders so long as it shall have been allocated to reduce the Commitments in an amount equal to such reduction in the cash portion of the purchase consideration and (Cy) any increase in the satisfaction cash portion of those conditions that, by their terms, canthe purchase consideration equal to or less than 10% shall be deemed not be satisfied until immediately prior materially adverse to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 and 6.02 of the Arrangement Agreement (other than with respect to the delivery of certificates) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference to the Closing Date and (ii) the Escrow Arrangement shall be in effect;Lenders. (i) Each Lender shall have receivedExcept as set forth in (x) the Company Reports (as defined in the Acquisition Agreement as of February 5, at least five Business Days 2015) filed with the Securities and Exchange Commission that are publicly available as of the date of the Acquisition Agreement and were filed after December 31, 2013 and prior to February 5, 2015 (excluding, in each case, any disclosures set forth in the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (j) All fees required to be paid (including fees payable on risk factors section or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all expenses required to be reimbursed by the Borrower, to the Administrative Agent, the Lead Arrangers or any Lender (other than a Defaulting Lender) prior to the Closing Date shall have been paid, to the extent that invoices relating thereto have been presented to the Borrower prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.the

Conditions Precedent to Closing Date. The Each of the occurrence of the Closing Date and, to the extent Advances are to be made on the Closing Date, the obligation of each Lender to make an Initial Loan Advance on the Closing Date shall be Date, is subject to the satisfaction (or waiver in accordance with Section 9.01) of the following conditions precedentconditions: (a) The Administrative Agent Effective Date shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for the three most recent fiscal years ended at least 90 days prior to the Closing Date (the Administrative Agent hereby acknowledges receipt of the audited financial statements of the Borrower for the 2008, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements shall be in conformity with GAAP as in effect in Canada);occurred. (b) The absence of any Specified Event of Default on the Closing Date. (c) On such date (x) all the Acquisition Agreement Representations and the Specified Representations are true or, if such representations or warranties do not include a materiality concept, true in all material respects and (y) the Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement certificate of income a Responsible Officer of the Borrower certifying as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) above, prepared after giving effect to the Transactions satisfaction of this condition and, as if the Transactions had occurred as applicable, to clauses (b), (f) and (g) of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement); (c) The Administrative Agent shall have received the notice of borrowing required by this Section 2.03 hereof;3.02. (d) Since September 30The Lead Arrangers, 2010, there having been no Target Material Adverse Effect; (e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(c) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects; (f) The Specified Representations shall be true and correct as of the Closing Date; (g) No Default or Event of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) shall have occurred and be continuing as of the Closing Date; (i) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification to the Arrangement Agreement that is materially adverse to the Lenders without the consent of the Administrative Agent and each Initial Lender, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(3) of the Arrangement Agreement, (B) the delivery of items to be delivered on the Arrangement Effective Date and (C) the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 and 6.02 of the Arrangement Agreement (other than with respect to the delivery of certificates) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference to the Closing Date and (ii) the Escrow Arrangement shall be in effect; (i) Each Lender Lenders shall have received, at least five Business Days prior to the Closing Date, received all documentation fees and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (j) All fees expenses required to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all expenses required to be reimbursed by the Borrower, to the Administrative Agent, the Lead Arrangers Letter (or any Lender (other than a Defaulting Lendersimilar letter) prior or hereunder and, with respect to the Closing Date shall have been paidexpenses, to the extent that invoices relating thereto have been presented invoiced to the Borrower at least three Business Days prior to the Closing Date. Without limiting . (e) The Administrative Agent shall have received a customary opinion letter of Wachtell Lipton Xxxxx & Xxxx (covering customary legal matters for an unsecured bank loan financing). (i) Except as disclosed in the generality Company SEC Documents (as defined in the Acquisition Agreement) filed or furnished with the United States Securities and Exchange Commission since December 31, 2013 (including exhibits and other information incorporated by reference therein) and publicly available prior to March 4, 2015 (but excluding any forward-looking disclosures set forth in any “risk factors” section, any disclosures in any “forward-looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) or in the Company Disclosure Letter (as defined in the Acquisition Agreement), from December 31, 2014 through the date of the provisions Acquisition Agreement, there has not occurred any event, development, occurrence, or change that has had, or would reasonably be expected to have, individually or in the aggregate, an Acquired Business Material Adverse Effect and (ii) there not being any change, state of facts, condition, event, circumstance, effect, occurrence or development after the date of the last paragraph Acquisition Agreement that would reasonably be expected to have, individually or in the aggregate, an Acquired Business Material Adverse Effect and that is continuing as of Section 9.03immediately prior to the expiration of the Offer (as defined in the Acquisition Agreement). (g) The Acquisition shall be consummated on the Closing Date (and, if an Advance is made on such date, substantially concurrently with such Advance) in accordance with the Acquisition Agreement without giving effect to any amendments, modifications, supplements or waivers by the Borrower thereto or consents by the Borrower thereunder (including, for purposes the avoidance of determining compliance doubt, with respect to the conditions specified to the Offer (as defined in this Article 3the Acquisition Agreement) set forth in the Acquisition Agreement) that are materially adverse to the Lenders or the Lead Arrangers without Xxxxxx Xxxxxxx Senior Funding, Inc.’s prior written consent, it being understood and agreed that (i) (x) any decrease in the cash portion of the consideration for the Acquisition that is accompanied by a dollar-for-dollar reduction in commitments in respect of the Facility and (y) any decrease in the equity portion of the consideration for the Acquisition, shall, in each Lender that has signed this Agreement case, be deemed to be not materially adverse to the Lenders, (ii) any increase in the cash portion of the consideration for the Acquisition that, together with any other increases since March 4, 2015, exceeds 5% of the purchase price shall be deemed to have consented tobe materially adverse to the Lenders and (iii) any waiver or modification of the Minimum Condition (as defined in the Acquisition Agreement as in effect on March 22, approved or accepted or 2015) shall be deemed to be satisfied withmaterially adverse to the Lenders. (h) The Lead Arrangers shall have received for each of the Borrower and the Pharmacyclics Group (a) the Previously Received Financial Statements (receipt of which is hereby acknowledged on behalf of the Lead Arrangers by the Administrative Agent), (b) GAAP unaudited consolidated balance sheets and related statements of (in the case of the Borrower) earnings and (in the case of the Pharmacyclics Group) operations, comprehensive income and cash flows for each document subsequent fiscal quarter ended at least 45 days before the Closing Date and (c) customary pro forma financial statements that shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) to the extent applicable in a registration statement of the Borrower’s debt securities under such Securities Act on Form S-1. The Borrower’s or other matter Pharmacyclics Group’s, as the case may be, filing of any required thereunder unaudited financial statements with respect to the Borrower or the Pharmacyclics Group, as the case may be, on Form 10-Q, will satisfy the requirements under clause (b) of this Section 3.02(h). (i) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Borrower in the form of Exhibit D hereto certifying that the Consolidated Group, on a consolidated basis after giving effect to the Transactions to take place on or prior to the Closing Date, is solvent. (j) To the extent Advances are to be consented to or approved by or acceptable or satisfactory to a Lender unless made on the Closing Date, the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoa Notice of Borrowing in accordance with Section 2.02.

Conditions Precedent to Closing Date. The Lenders’ obligation of each Lender to make an Initial Loan on the Closing Date Loans shall be subject to all of the following conditions precedentprecedent having been satisfied (or waived in accordance with Section 10.01) on or before the Commitment Termination Date: (a) The Administrative Agent Effective Date shall have occurred. (b) (i) The Exelis Acquisition shall have been, or substantially concurrently with the funding under the Facility shall be, consummated in accordance with the terms of the Acquisition Agreement (as may be amended, supplemented or otherwise modified pursuant to subclause (ii)) and (ii) no provision of the Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified, and no consent by the Borrower or any of its Subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders without MSSF’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that, (x) any decrease in the cash portion of the purchase consideration for the Exelis Acquisition exceeding 10% in the aggregate shall be deemed materially adverse to the Lenders and any decrease of the cash portion of such purchase consideration equal to or less than 10% in the aggregate shall be deemed not materially adverse to the Lenders and (y) any increase in the cash portion of the purchase consideration equal to or less than 10% shall be deemed not materially adverse to the Lenders. (i) Except as set forth in (x) the Company Reports (as defined in the Acquisition Agreement as of February 5, 2015) filed with the Securities and Exchange Commission that are publicly available as of the date of the Acquisition Agreement and were filed after December 31, 2013 and prior to February 5, 2015 (excluding, in each case, any disclosures set forth in the risk factors section or in the “Cautionary Statement Concerning Forward-Looking Statements” section of any Company Reports, any other disclosure that constitutes risk factors or that is cautionary, predictive or forward-looking in nature and any amendment to any such Company Report filed by or on behalf of the Borrower after the date hereof); (y) the Form 10 filed by the Spun Entity (as defined in the Acquisition Agreement as of February 5, 2015) (excluding any disclosures set forth in the risk factors section or in the “Special Note About Forward-Looking Statements” section of such Form 10 and any amendment thereto, any other disclosure that constitutes risk factors or that is cautionary, predictive or forward-looking in nature and any amendment to any such Form 10 filed after the date hereof); or (z) the corresponding sections or subsections of the Company Disclosure Letter (as defined in the Acquisition Agreement as of February 5, 2015 and provided to MSSF on such date) (it being understood that any information set forth in one section or subsection of the Company Disclosure Letter (other than any information set forth in Section 5.13 of the Company Disclosure Letter) shall be deemed to apply to and qualify the terms hereof only to the extent that the relevance of such item to the terms hereof is reasonably apparent on its face), from December 31, 2013 through February 5, 2015, there shall not have been any event, change, effect, development, state of facts, condition, circumstance or occurrence (including any adverse change with respect to any event, change, effect, development, state of facts, condition, circumstance or occurrence existing on or prior to December 31, 2013) which, individually or in the aggregate, has had or would reasonably be expected to have an Acquired Business Material Adverse Effect and (ii) since February 5, 2015, there shall not have occurred any event, change, effect, development, circumstance or occurrence, individually or in the aggregate, that has had or would reasonably be expected to have an Acquired Business Material Adverse Effect. (d) MSSF shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity comprehensive income and cash flows of each of the Borrower and the Target its Subsidiaries for the last three most recent full fiscal years ended at least 90 60 days prior to the Closing Date (the Administrative Agent hereby acknowledges receipt of the audited financial statements of the Borrower for the 2008Date, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity comprehensive income and cash flows of each of the Borrower and the Target its Subsidiaries for each subsequent fiscal quarter quarterly interim period or periods ended at least 60 40 days before prior to the Closing Date (and the corresponding period(s) of the prior fiscal year), which shall have been reviewed by the independent accountants for the Borrower as provided in Statement of Auditing Standards No. 100, and prepared in accordance with the requirements of Form 10-K and 10-Q under the Securities Act and under Regulation S-X under the Securities Act (it being agreed that understood that, with respect to the Target such financial information for each such fiscal year and its Subsidiariessubsequent interim period, such condition shall be deemed satisfied through the filing by the Borrower of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period); and (ii) to the extent as would be required by Rule 3-05 and Article 11 of Regulation S-X if the Permanent Financings were registered on Form S-1 under the Securities Act on the Closing Date, (A) audited consolidated annual balance sheets and related statements of income, comprehensive income and cash flows of the Acquired Business, as well as unaudited interim consolidated balance sheets and related statements of income, comprehensive income and cash flows of the Acquired Business (which shall have been reviewed by the independent accountants for the Acquired Business as provided in Statement of Auditing Standards No. 100) and prepared in accordance with GAAP (it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be deemed satisfied through the filing by the Acquired Business of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period) and (B) pro forma financial statements shall be in conformity with GAAP as in effect in Canada); (b) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as reflecting the Transactions, which meet the requirements of Regulation S-X under the Securities Act, and for the twelve-month period ending on the last day all other accounting rules and regulations of the most recently completed four-fiscal quarter period for which financial SEC promulgated thereunder applicable to registration statements have been delivered pursuant to clause (a) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement); (c) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effect;on Form S-1. (e) The Arrangement Agreement Representations shall be true All costs, fees, expenses (including legal fees and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(cexpenses) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects; (f) The Specified Representations shall be true and correct as of the Closing Date; (g) No Default or Event of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) shall have occurred and be continuing as of the Closing Date; (i) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification to the Arrangement Agreement that is materially adverse to the Lenders without the consent of the Administrative Agent and each Initial Lender, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(3) of the Arrangement Agreement, (B) the delivery of items to be delivered on the Arrangement Effective Date and (C) the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately extent invoiced at least two Business Days prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 and 6.02 of the Arrangement Agreement (other than with respect to the delivery of certificates) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference to the Closing Date and (iithe fees payable pursuant to Section 2.08(b) to the Escrow Arrangement Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Closing Date, in each case, to the extent required by this Agreement to be in effect;paid on or prior to the Closing Date. (if) Each Lender To the extent reasonably requested at least ten Business Days prior to the Closing Date by any of the Administrative Agent, the Arrangers or the Lenders, the Administrative Agent shall have received, at least five three Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including, without limitation, including the Patriot PATRIOT Act; and. (jg) All fees required to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all expenses required to be reimbursed by the Borrower, to the Administrative Agent, the Lead Arrangers or any Lender (other than a Defaulting Lender) prior to the Closing Date shall have been paid, to the extent that invoices relating thereto have been presented to the Borrower prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the The Administrative Agent shall have received notice from such Lender prior a customary legal opinion of Xxxxxxxx & Xxxxxxxx LLP, as special counsel to the proposed Borrower, in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received (in each case dated as of the Closing Date specifying its objection theretoDate) (i) an officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Sections 4.01(a)(ii) and (iii) (or otherwise providing updates to such certifications) and that the conditions set forth in Sections 4.02(b) and (i) have been satisfied as of the Closing Date, and (ii) a Solvency Certificate from the chief financial officer or other officer with equivalent duties of the Borrower. (i) (i) There shall exist no Specified Default and (ii) each of the Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (except Acquisition Agreement Representations and Specified Representations that are qualified by materiality, which shall be true and correct), in each case at the time of, and after giving effect to, the making of the Loans on the Closing Date. (j) The Administrative Agent shall have received a Loan Notice in accordance with Section 2.02(a).

Conditions Precedent to Closing Date. The obligation of each Lender In addition to make an Initial Loan on the Closing Date shall be subject to the following conditions precedent: (a) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for the three most recent fiscal years ended at least 90 days prior to the Closing Date (the Administrative Agent hereby acknowledges receipt of the audited financial statements of the Borrower for the 2008, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements shall be in conformity with GAAP as in effect in Canada); (b) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement); (c) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effect; (e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(c) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects; (f) The Specified Representations shall be true and correct as of the Closing Date; (g) No Default or Event of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) shall have occurred and be continuing as of the Closing Date; (i) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification to the Arrangement Agreement that is materially adverse to the Lenders without the consent of the Administrative Agent and each Initial Lender, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(3) 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the time, if any, before 5:00 p.m., New York City time, on August 24, 2015, that each of the Arrangement following conditions has been satisfied (the date, if any, upon which such conditions are first satisfied is referred to herein as the “Closing Date”; if such conditions are not satisfied prior to 5:00 p.m., New York City time, on August 24, 2015, the Closing Date shall not occur and Lenders shall not be required to fund any Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder): (a) Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof; provided, however, that Borrowers shall not be required to deliver a Lien Waiver on the Closing Date for a location for which Agent has established a Rent and Charges Reserve. (b) The Agent shall have received the Intercreditor Agreement, executed and delivered by the Borrowers, the Guarantors, the Term Loan Agent and the Agent, and each party thereto shall be in compliance with all terms thereof. (Bc) the delivery of items to be delivered on the Arrangement Effective Date The Collateral and (C) the satisfaction of those conditions that, by their terms, cannot be Guarantee Requirement shall have been satisfied until immediately prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions and Agent shall have received a completed Perfection Certificate dated as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 Closing Date and 6.02 signed by an executive officer or Financial Officer of the Arrangement Agreement Parent Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (other than or equivalent) filings made with respect to the delivery Obligors in the jurisdictions contemplated by the Perfection Certificate and copies of certificatesthe financing statements (or similar documents) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference disclosed by such search and evidence reasonably satisfactory to the Closing Date Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 10.2.2 or have been released or will be released pursuant to UCC-3 financing statements or other release documentation delivered to Agent. (d) Agent shall have received duly executed agreements establishing and/or evidencing each Dominion Account and related lockbox and each Controlled Account, each in form and substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) no Default exists; (ii) the Escrow Arrangement representations and warranties set forth in Section 9 are true and correct; and (iii) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (f) Agent shall be have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect;, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (g) Agent shall have received a written opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, as well as any local counsel to Obligors or Agent, in form and substance satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction in the United States and Canada where such Obligor’s conduct of business or ownership of Property necessitates qualification. (i) Each Lender Agent shall have receivedreceived copies of policies or certificates of insurance for the insurance policies carried by Obligors, at least five Business Days together with a loss payable endorsement naming Agent as loss payee and reasonably acceptable to Agent, all in compliance with the Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of Obligors and their Subsidiaries, taken as a whole, or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2014. The capital structure of the Obligors shall be satisfactory to Agent. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and/or the Lenders under the Loan Documents on or prior to the Closing Date. (l) Agent shall have received a Borrowing Base Report as of the most recent month ending at least 15 days prior to the Closing Date. (m) Upon giving effect to the Transactions, Availability shall be at least $50,000,000. (n) The Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, includingincluding the PATRIOT Act. (o) Agent and Lenders (i) shall have received (A) the financial statements referred to in Section 9.1.4(a) and (b), without limitationand (B) projections of Borrowers’ consolidated balance sheets, results of operations, cash flow and Availability for the 2015 and 2016 Fiscal Years, quarter by quarter, all in form and substance satisfactory to Agent, and (ii) shall be reasonably satisfied that no material change has occurred with respect to the assumptions made in such projections from the date the same are delivered to Agent and Lenders; (p) Agent shall have received executed copies of the material Term Loan Documents, which shall be in form and substance satisfactory to Agent, shall be in full force and effect and all conditions to the extension of credit thereunder shall have been satisfied. (q) Agent shall have received evidence satisfactory to Agent that Borrowers have received (or will receive concurrently with the effectiveness of this Agreement), in immediately available funds, the Patriot Act; andproceeds of the Term Loan Debt in the amount of not less than $200,000,000, and that the proceeds thereof have been, or shall be on the Closing Date, used for the purposes described in the Term Loan Agreement. (jr) All fees Agent shall have received evidence satisfactory to Agent that the Term Loan Agent has received the originals of any pledged Collateral representing all of the issued and outstanding shares of the Equity Interests constituting Collateral and required to be paid delivered under the Loan Documents, in each case together with stock powers (including fees payable on or prior the equivalent) duly executed in blank with respect thereto. (s) The terms of the Spin-Off Documentation shall be reasonably satisfactory to the Closing Date pursuant to Agent and the Fee Letters) by the Borrower, and all expenses required to be reimbursed by the Borrower, to the Administrative Agent, the Lead Arrangers or any Lender (other than a Defaulting Lender) prior to the Closing Date Spin-Off shall have been paidconsummated (or shall be consummated substantially simultaneously with the initial funding of Term Loan Debt on the Closing Date) in accordance with Applicable Law and the Spin-Off Documentation (without giving effect to any modification or waiver of any provision of, or any consent given in respect of, the Spin-Off Documentation not approved by the Agent). (t) Agent shall have received a letter, in form and substance satisfactory to Agent, from JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent under the Existing Credit Facility (“Existing Agent”) to Agent confirming that the Obligors and their Subsidiaries are released from all obligations under the Existing Credit Facility and providing a release of all of the Liens existing in favor of Existing Agent in and to the assets of the applicable Obligors and their Subsidiaries, together with termination statements and other documentation evidencing the termination by Existing Agent of its Liens in and to the properties and assets of the applicable Obligors and their Subsidiaries. (u) Agent shall have received a supplement to Schedule 9.1.13 setting forth a description of all material insurance policies maintained by or on behalf of the Parent Borrower and the Subsidiaries as of the Closing Date, and to the extent that invoices relating thereto have been presented deemed appropriate by Parent Borrower, supplements to Schedules 9.1.5, 9.1.12 and 10.2.1 reflecting any and all changes in the names of the Subsidiaries of the Borrowers referred to therein made in connection with the Spin-Off to the Borrower prior extent necessary to make such schedules true, correct and complete on the Closing Date, in each case in form and substance reasonably acceptable to Agent. Without limiting Unless Agent shall advise the generality of the provisions of the last paragraph of Section 9.03Parent Borrower in writing that any such proposed supplements are not reasonably acceptable to Agent, for purposes of determining compliance with the conditions specified in this Article 3Schedules 9.1.5, each Lender that has signed this Agreement 9.1.12, 9.1.13, and/or 10.2.1 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless automatically amended on the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoto reflect any applicable supplement to such Schedules delivered pursuant to this clause without the necessity of any further action.

Conditions Precedent to Closing Date. The obligation of each Lender the Lenders to make an Initial Loan Loans and Advances hereunder on the Closing Date shall be is subject solely to 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 Closing Date: (a) The Administrative Acquisition shall have been consummated, or shall be consummated substantially concurrently with the funding of the Loans made on the Closing Date, in all material respects in accordance with the terms of the Agreement and Plan of Merger dated as of September 16, 2013 among the Borrower, Bee Acquisition Corporation, a Delaware corporation and wholly owned Subsidiary of the Borrower, and the Acquired Company (including all exhibits, schedules and annexes thereto, the “Acquisition Agreement”) and such other agreements, instruments and documents relating to the Acquisition without giving effect to any amendment, waiver, consent, modification or supplement that is materially adverse to the interests of the Lenders without the prior written consent of the Arrangers, it being understood that any increase in the purchase price shall be deemed to be materially adverse to the interests of the Lenders. The Acquisition Agreement Representations shall be true and correct, and the Specified Representations shall be true and correct in all material respects. (b) Since December 31, 2012, there has been no change, event, occurrence or development that, individually or in the aggregate with any other changes, events, occurrences or developments, has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in, and interpreted in accordance with the governing law of, the Acquisition Agreement). (c) The Agent shall have received received: (iA) audited within 90 days after the end of each fiscal year of the Borrower and the Acquired Company ending after September 16, 2013, the consolidated balance sheets sheet of each of the Borrower and the Acquired Company as of the end of such fiscal year and related consolidated statements of operations, cash flows and shareholders’ equity, accompanied by a report thereon of the Borrower’s or Acquired Company’s auditors, as applicable (it being acknowledged that the Agent has received such financial statements for the three fiscal years ended prior to September 16, 2013); and (B) within 45 days after the end of each fiscal quarter of the Acquired Company or the Borrower ending after September 16, 2013, an unaudited balance sheet and related statements of income, stockholders’ equity operations and cash flows of each of the Borrower and the Target Acquired Company for such fiscal quarter and for the three most recent comparable periods of the prior fiscal years ended at least 90 days year. (d) The Borrower shall have complied with all of its obligations under, and the terms of, the Fee Letter. All fees due to the 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 Closing Date (shall have been paid, in each case, from the Administrative Agent hereby acknowledges receipt proceeds of the audited financial statements initial funding hereunder (provided that the accrued fees and expenses of the Borrower for the 2008, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (counsel to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements Agent shall be in conformity with GAAP as in effect in Canadapaid directly by the Borrower); (b) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement); (c) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effect;. (e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(c) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects; (f) The Specified Representations shall be true and correct as of the Closing Date; (g) No Default or Event of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) Borrower shall have occurred and be continuing as of the Closing Date; (i) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification provided to the Arrangement Agreement that is materially adverse to the Lenders without the consent of the Administrative Agent and each Initial LenderAgent, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(3) of the Arrangement Agreement, (B) the delivery of items to be delivered on the Arrangement Effective Date and (C) the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 and 6.02 of the Arrangement Agreement (other than with respect to the delivery of certificates) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference to the Closing Date and (ii) the Escrow Arrangement shall be in effect; (i) Each Lender shall have received, at least five Business Days within four days prior to the Closing Date, all the documentation and other information required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including, without limitation, including the U.S.A. Patriot Act; and (j) All fees required to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all expenses required to be reimbursed by the Borrower, to the Administrative Agent, the Lead Arrangers or any Lender (other than a Defaulting Lender) prior to the Closing Date shall have been paid, to the extent that invoices relating thereto have been presented to requested by the Borrower Agent or any Lender at least seven days prior to the Closing Date. Without limiting . (f) The Borrower shall have notified the generality Agent in writing as to the proposed Closing Date. (g) The Agent shall have received on or before the Closing 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) The Notes to the order of the provisions Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the last paragraph resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) A good standing certificate as of a recent date for each of the Borrower and the Acquired Company with respect to such Person’s jurisdiction of incorporation. (v) An officer’s certificate from an executive officer of the Borrower regarding satisfaction of the conditions precedent set forth in this Section 9.033.02. (vi) Favorable opinions of (A) Xxxxx Xxxxx LLP, New York counsel for purposes the Borrower, substantially in the form of determining compliance Exhibit D-1 hereto and (B) Xxxx Xxxxxxxxx, General Counsel of the Borrower, substantially in the form of Exhibit D-2 hereto. (h) The Borrower shall have (x) terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding under the Existing Credit Agreement (and any letters of credit outstanding thereunder shall have been cash collateralized or continued as Letters of Credit under this Agreement) and (y) delivered to the Agent evidence reasonably satisfactory to the Agent that prior to or concurrently with the conditions specified Closing Date (A) all loans and other amounts then payable under the Credit Agreement dated as of November 4, 2011 among BZ Intermediate Holdings LLC, Boise Paper Holdings, L.L.C., various lenders and JPMorgan Chase Bank, N.A., as administrative agent, have been or will be paid in full, the commitments under such Credit Agreement have been or will be terminated (and any letters of credit outstanding thereunder shall have been cash collateralized or continued as Letters of Credit under this Article 3Agreement) and the administrative agent under such Credit Agreement has released, or agreed to promptly release upon receipt of funds to pay the loans and other amounts then payable thereunder, all Liens granted under or in connection with such Credit Agreement and (B) each of the 9% senior notes due 2017 issued by Boise Paper Holdings, L.L.C. and Boise Finance Company and the 8% senior notes due 2020 issued by Boise Paper Holdings, L.L.C. and Boise Co-Issuer Company have been paid, redeemed or discharged in full. By execution of this Agreement, each Lender that has signed this is a lender under the Existing Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless waives the Administrative Agent shall have received requirements set forth in Section 2.05 and 2.10 of such agreement of prior notice from such Lender prior to the proposed Closing Date specifying termination of its objection theretocommitments and prepayment of advances thereunder.

Conditions Precedent to Closing Date. The obligation of each Lender to make an Initial a Loan shall not become effective until the date (the “Closing Date”) on the Closing Date shall be subject to which each of the following conditions precedentshall be satisfied (or waived in accordance with Section 9.01) on or prior to the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The Administrative Agent shall have received copies of any Notes requested by any Lender and the other Loan Documents, in each case, executed by each party thereto. (c) (i) The Acquisition shall have been, or substantially concurrently with the Closing Date shall be, consummated in accordance with the terms of the Acquisition Agreement and (ii) no provision of the Acquisition Agreement (as in effect on September 8, 2014) shall have been amended, supplemented or otherwise modified, and no consent or waiver by the U.S. Borrower or any of its Subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld or delayed) (provided that any increase or reduction of the purchase price for the Acquisition of (x) greater than 10% shall, without limitation, be deemed materially adverse to the interests of the Lenders and (y) less than 10% shall, without limitation, be deemed not materially adverse to the interests of the Lenders). (d) The Arrangers shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the U.S. Borrower and the Target for the last three most recent full fiscal years ended at least 90 days prior to the Closing Date (the Administrative Agent hereby acknowledges receipt of the audited financial statements of the Borrower for the 2008Date, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the U.S. Borrower and the Target for each subsequent fiscal quarterly interim period or periods (other than the fourth quarter of any fiscal year) ended at least 60 45 days before prior to the Closing Date (it being agreed that understood that, with respect to the Target such financial information for each such fiscal year and its Subsidiariessubsequent interim period, such condition shall be deemed satisfied through the filing by the U.S. Borrower of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period); (ii) customary pro forma financial statements shall be of the U.S. Borrower reflecting the Transactions; and (iii) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Business for the last three full fiscal years ended at least 60 days prior to the Closing Date, and unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Business for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Closing Date (and the corresponding period(s) of the prior fiscal year). The Arrangers hereby acknowledge receipt of all financial statements that have been publicly filed prior to the date hereof by the U.S. Borrower in conformity with GAAP as in effect in Canada);its annual reports on Form 10-K or quarterly reports on Form 10-Q. TERM LOAN AGREEMENT FMC CORPORATION (be) The Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid and due on the Closing Date and all expenses for which invoices have been presented at least two Business Days prior to the Closing Date, on or prior to the Closing Date (including, without limitation, amounts then payable pursuant to Section 2.05(a)). (f) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income (in each case dated as of the Closing Date): (i) a Borrowing Notice in accordance with Section 3.01(a), (ii) an officer’s certificate signed by a senior officer of the U.S. Borrower that (x) there has been no change to the matters previously certified pursuant to Section 4.01(a)(ii)-(iii) (or otherwise providing updates to such certifications) and (y) that each of the conditions specified in this Section 4.02 have been satisfied as of the Closing Date and for (iii) a favorable opinion of (x) Xxxxxx, Xxxxx & Bockius LLP, U.S. counsel to the twelve-month period ending on the last day Borrowers and (y) certain local counsel to each of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) aboveEuro Borrowers, prepared after giving effect in each case, addressed to the Transactions Administrative Agent and the Lenders in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such matters relating hereto as if any Lender, through the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement);Administrative Agent, may reasonably request. (cg) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effect; (e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(c) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects; (f) The Specified Representations shall be true and correct as of the Closing Date; (g) No Default or Event of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) shall have occurred and be continuing as of the Closing Date; (i) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification to the Arrangement Agreement that is materially adverse to the Lenders without the consent of the Administrative Agent and each Initial Lender, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(3) of the Arrangement Agreement, (B) the delivery of items to be delivered on the Arrangement Effective Date and (C) the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 and 6.02 of the Arrangement Agreement (other than with respect to the delivery of certificates) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference to the Closing Date and (ii) the Escrow Arrangement shall be in effect; (i) Each Lender shall have received, at least five Business Days prior to the Closing Date, all documentation and other information relating to the Borrowers required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including, without limitation, including the Patriot Act; and (j) All fees required to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) , as reasonably requested by the Borrower, and all expenses required to be reimbursed by the Borrower, to any of the Administrative Agent, the Lead Arrangers or any Lender (other than a Defaulting Lender) prior to and the Closing Date shall have been paid, to the extent that invoices relating thereto have been presented to the Borrower Lenders at least 10 Business Days prior to the Closing Date. Without limiting the generality . (h) (i) There shall exist no Specified Default and (ii) each of the provisions Acquisition Agreement Representations shall be true and correct and each of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article 3, each Lender that has signed this Agreement Specified Representations shall be deemed to have consented true and correct in all material respects (except any Specified Representations that are qualified by materiality, which shall be true and correct in all respects), in each case, at the time of, and after giving effect to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to making of the proposed Loans on the Closing Date specifying its objection theretoDate.

Conditions Precedent to Closing Date. The obligation of each Lender to make an Initial a Loan on the Closing Date shall be subject to the following conditions precedent: (a) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for the three most recent fiscal years ended at least 90 days prior to the Closing Date (the Administrative Agent hereby acknowledges receipt of the audited financial statements of the Borrower for the 2008, 2009 and 2010 fiscal years and the Target for the 2007, 2008 and 2009 fiscal years) and (ii) unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least 60 days before the Closing Date (it being agreed that with respect to the Target and its Subsidiaries, such financial statements shall be in conformity with GAAP as in effect in Canada); (b) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (a) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement); (c) The Administrative Agent shall have received the notice of borrowing required by Section 2.03 hereof; (d) Since September 30, 2010, there having been no Target Material Adverse Effect; (e) The Arrangement Agreement Representations shall be true and correct as of the Closing Date without regard to any materiality or material adverse effect qualification contained in them, except where the failure or failures of such Arrangement Agreement Representations to be so true and correct in all respects would not have a Target Material Adverse Effect, and the representations and warranties of the Target in Section 3.0(2)(c) of the Arrangement Agreement regarding the capitalization of the Target shall be true and correct in all material respects; (f) The Specified Representations shall be true and correct as of the Closing Date; (g) No Default or Event of Default arising under Section 7.01(a), Section 7.01(j) or Section 7.01(k) shall have occurred and be continuing as of the Closing Date; (i) All conditions set forth in Article 6 of the Arrangement Agreement shall have been satisfied or waived in accordance with the Arrangement Agreement without any waiver, amendment, supplement or other modification to the Arrangement Agreement that is materially adverse to the Lenders without the consent of the Administrative Agent and each Initial Lender, such consent not to be unreasonably withheld or delayed, except for (A) the conditions set forth in Section 6.03(3) of the Arrangement Agreement, (B) the delivery of items to be delivered on the Arrangement Effective Date and (C) the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Arrangement Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Arrangement Effective Date; provided, that the conditions set forth in Sections 6.01 and 6.02 of the Arrangement Agreement (other than with respect to the delivery of certificates) would be satisfied on the Closing Date if each reference to “Effective Time” or “Effective Date” therein were a reference to the Closing Date and (ii) the Escrow Arrangement shall be in effect; (i) Each Lender shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (j) All fees required to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all expenses required to be reimbursed by the Borrower, to the Administrative Agent, the Lead Arrangers or any Lender (other than a Defaulting Lender) prior to the Closing Date shall have been paid, to the extent that invoices relating thereto have been presented to the Borrower prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Article 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.